Terms Of Use

Terms Of Use

Master Services Agreement 

501ops LLC provides services that enable Subscribers to extract, transform, load, store and report on data. The services that 501ops licenses to Subscribers include web applications, content, messages, widgets, dashboards, graphics, forms and notifications. Subscriber desires to use 501ops services in the course of its activities with directors, auditors, customers, vendors, and employees. This Agreement sets forth the terms and conditions applicable to services and licenses provided by 501ops LLC to Subscriber. 1. SERVICES. 501ops shall provide Subscriber certain services (“Services”) specified in aan Order Form, Pricing & &cope of Work (“Order”) incorporated herein as the Order Form and any additional services that may from time to time be agreed in writing and added as an additional Oder Forms (“Additional Order”). All 501ops subcontractors under any Agreement shall be bound to perform all obligations under this Agreement as if they were being performed by 501ops.

2. SUBSCRIBER DUTIES. (i) Subscriber shall perform such duties and tasks designated in each Order Form to facilitate 501ops’s performance of the Services outlined thereunder and provide 501ops with reasonable and necessary access to Subscriber’s facilities during Subscriber’s normal business hours and otherwise as reasonably requested by 501ops in order to facilitate 501ops’s performance of the Services outlined in each Order Form, (ii) Subscriber shall not contract or employ for related services with any current 501ops employees or subcontractors during the term of this Agreement and for a period of six (6) months following the termination of either this Agreement or the employment relationship with 501ops of such employees, (iii) Subscriber acknowledges that the discussion of such related services would have a detrimental effect on 501ops’s overall business far in excess of the value of the related services discussed. Failure to comply with this provision may at 501ops’s sole discretion result in (i) removal of all existing consultant resources from Subscriber sites and/or (ii) the immediate termination of this Agreement and 501ops’s obligation to provide any further Services.

3. FEES, EXPENSES, & PA&MENT. For all Services performed under any Order Form or other request for Services that references this Agreement, Subscriber shall: (i) pay 501ops in accordance with each Order Form; and (ii) pay 501ops no later than thirty 60 days from the invoice date of each invoice. All payments pursuant to this Agreement are non-refundable. Unless Subscriber provides 501ops with a valid tax exemption or direct pay certificate upon execution of this Agreement, Subscriber is responsible for all taxes, duties, and customs fees which may be assessed on the amounts paid for Services performed hereunder, excluding taxes based on 501ops’s income or payroll. 501ops reserves the right to invoice Subscriber the lesser of twelve percent (12%) annual interest or the highest interest rate allowable under applicable laws for any outstanding, undisputed invoice(s) not paid within thirty (30) days after receipt. 501ops invoices shall describe the following: (i) the time period for which work and expenses are billed; (ii) the quantity of work performed; (iii) the hourly rates charged, if applicable; (iv) travel and living expenses by type and amount; and (v) totals.

4. INSURANCE. 501ops shall maintain statutory minimum Worker’s Compensation and Employer’s Liability Insurance as required by the laws of any state or country in which Services are performed. At all times during the Term of this Agreement, 501ops will maintain at its own cost: (a) automotive liability insurance covering all automobiles used by 501ops or 501ops’s employees, if any, in connection with or incident to the performance of this Agreement; and (b) general comprehensive liability insurance and professional liability insurance covering errors and omissions of 501ops in a sufficient amount to cover the Work Product and Services to be provided under this Agreement.

5. CONFIDENTIAL INFORMATION AND MUTUAL NONDISCLOSURE. 5.1 DEFINITION. The term “CONFIDENTIAL INFORMATION” shall mean: (i) any and all information which is disclosed by either party (“OWNER”) to the other (“RECIPIENT”) verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and (ii) the terms, including without limitation, the pricing, of this Agreement and any proposals or other documents that preceded this Agreement. Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, Subscriber lists, employee information, financial information, confidential information concerning Owner’s business or organization, as Owner has conducted it or as Owner may conduct it in the future. In addition, Confidential Information may include information concerning any of Owner’s past, current, or possible future products or methods, including information about Owner’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software). 5.2 TREATMENT OF CONFIDENTIAL INFORMATION. Owner’s Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non-disclosure provisions no less restrictive than in this Section and who have a justified business “need to know”. Subscriber shall protect the deliverables resulting from Services with the same degree of care. This Agreement imposes no obligation upon the Parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Owner and provided further that diligent efforts are undertaken to limit disclosure. 5.3 5.3 RIGHTS AND DUTIES. The Recipient shall not obtain, by virtue of this Agreement, any rights, title, or interest in any Confidential Information of the Owner. Within thirty (30) days after termination of this Agreement, each party shall certify in writing to the other that all copies of Confidential Information in any form, including partial copies, have been destroyed, returned, or used solely as the Owner so directs. 5.4 5.4 SURVIVABILITY. The terms of this Section 5 shall survive termination of this Agreement. If the Parties have executed a separate agreement that contains confidentiality terms prior to or contemporaneously with this Agreement, those separate confidentiality terms shall remain in full force to the extent they do not conflict.

6. INDEMNITY. 6.1 PATENT AND COPYRIGHT INDEMNITY. 501ops shall indemnify and defend Subscriber against any claims that the Work Product (defined below) delivered to Subscriber pursuant to any Order Form infringes any United States patent or copyright, provided that 501ops is given prompt notice of such claim and is given information, reasonable assistance, and the sole authority to defend or settle said claim. In the defense or settlement of any claim, provided the associated software license agreement between the Parties has not been terminated, 501ops shall, in its reasonable judgment and at its option and expense: (i) obtain for Subscriber the right to continue using the Work Product; (ii) replace or modify the Work Product so that it becomes non-infringing while giving equivalent performance; or (iii) if 501ops cannot obtain the remedies in (i) or (ii), as its sole obligation, terminate the license for the infringing Work Product and return only the Services fees paid by Subscriber for such Work Product. 501ops shall have no liability to indemnify and defend Subscriber to the extent (i) the alleged infringement is based on infringing information, data, software, applications, services, or programs created or furnished by or on behalf of Subscriber (ii) the alleged infringement is the result of a modification made by anyone other than 501ops; or (iii) Subscriber uses the Work Product other than in accordance with this Agreement, any delivered documentation under any Order Form, or the underlying software license to use such Work Product. 6.2 INDEMNITY. Each party (“INDEMNIFYING PARTY”) shall indemnify and hold the other party (“INDEMNIFIED PARTY”) harmless against any third party claim, including costs and reasonable attorney’s fees, in which the Indemnified Party is named as a result of the grossly negligent or intentional acts or failure to act by the Indemnifying Party, its employees or agents, while performing its obligations hereunder, which result in death, personal injury, or tangible property damage. This indemnification obligation is contingent upon the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim, information, all reasonable assistance in the defense of such action, and sole authority to defend or settle such claim. 6.3 SURVIVAL. The terms of this Section 6 shall survive termination of this Agreement.

7. WARRANTIES AND REPRESENTATIONS. Each party warrants that it has the right and power to enter into this Agreement and an authorized representative has executed this Agreement. 501ops warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards. 501ops accepts and bears all the risk of loss in their business. 501ops warrants that its employees who work in the United States of America are authorized to work in the United States of America. 501ops represents that it has and will maintain throughout the term of this agreement all licenses, permits and certifications, if required, to perform the Services associated with this agreement. To the extent Services provided by 501ops are advisory, no specific result is assured or guaranteed. 501ops EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHER 501ops EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.

8. LIMITATION OF LIABILITY. EXCEPT FOR THE INDEMNIFICATION PROVIDED IN SECTION 6, 501ops’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF THREE TIMES (3X) THE SERVICES FEES PAID BY SUBSCRIBER FOR THE SERVICES FROM WHICH THE CLAIM AROSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.

9. RIGHTS TO WORK PRODUCT. Any expression or result of 501ops’s Services, or the work, findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software, and other technical information (collectively “Work Product”) created by 501ops in the course of performing the Services hereunder are the property of 501ops and 501ops hereby grants to Subscriber, and its successors and assigns, a world-wide, royalty-free, non-exclusive, perpetual, non-sublicenseable license to use any and all programs, inventions, improvements and developments, including all patents, copyrights, trade secrets or other proprietary rights, related to the Work Product.

10. MAINTENANCE OF DEVELOPMENT WORK. Standard maintenance and support services offered by 501ops do not cover any customized software or new development created outside of 501ops. If available, maintenance and support may be addressed under a separate services and support Order Form.

11. INDEPENDENT CONTRACTOR STATUS. 501ops performs this Agreement as an independent contractor, not as an employee of Subscriber. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Subscriber and 501ops.

12. NOTICE. All notices or other communications referenced under this Agreement shall be made in writing and sent to the address designated above, designated in a specific Order Form, or designated from time to time in writing by the Parties. All notices shall be deemed given to the other party if delivered receipt confirmed using one of the following methods: registered or certified first class mail, postage prepaid; recognized courier delivery; or electronic mail.

13. TERM OF PROFESSIONAL SERVICE.

13.1 TERM AND TERMINATION OF PROFESSIONAL SERVICE. The initial term of this Agreement shall be twenty-four (24) months commencing on the Effective Date hereof. For uninterrupted, continued support and maintenance service, a renewal agreement should be signed at least thirty (30) days prior to the 24th month of this Agreement. 13.2 POSTPONEMENT OF PROFESSIONAL SERVICE. 501ops’s obligation to provide Services under the Initial Order Form, and Subscriber’s obligation to pay the related Fee, cannot be delayed without amendment to this Agreement. If an Additional Order Form contemplates scheduling delivery of certain Services on a flexible basis, no penalty will be assessed if Subscriber postpones a scheduled service at least 20 business days or more before the start of the scheduled professional service. If Subscriber postpones a scheduled professional service at least six (6) but less than twenty (20) business days before the start of the scheduled professional service, a penalty of 10% of the amount of the scheduled professional service may be assessed. If Subscriber postpones a scheduled professional service less than six (6) business days before the start of the scheduled professional service, a penalty up to 25% of the scheduled service may be assessed.

14. WAIVER. No modification to this Agreement nor any failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by both parties.

15. FORCE MAJEURE. Except for Subscriber’s obligation to pay 501ops, neither party shall be liable for any failure to perform its obligations under this Agreement or any Order Form if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, earthquakes, riots, strikes, war, and restraints of government.

16. SEPARATE AGREEMENTS. All Services provided herein are acquired separately from any software licenses agreed to between the Parties. Specifically, Subscriber may acquire software licenses without acquiring consulting services. Subscriber understands and agrees that this Agreement and any Order Form is a separate and independent contractual obligation from any schedule relating to software licenses. Subscriber shall not withhold payments that are due and payable under this Agreement because of the status of any software licenses or schedules, nor shall Subscriber withhold payments that are due and payable relating to software licenses or schedules because of the status of work performed hereunder. In addition, the ability to provide such services are not exclusive or specific to 501ops and are commercially available from a variety of third party service providers.

17. DISPUTE RESOLUTION. Any disputes or claims under this Agreement or its breach shall be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association rules. One arbitrator appointed under such rules shall conduct arbitration. Arbitration shall be in Dallas, Texas, and the laws of the State of Texas shall be applied. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, either Party may sue in any court of competent jurisdiction in the State of Texas for infringement of its proprietary or intellectual property rights.

18. GENERAL. This Agreement shall be governed by the laws of the State of Texas, excluding choice of law principles. Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. If any provision of this Agreement is held to be unenforceable, the other provisions shall nevertheless remain in full force and effect. This Agreement and the Order Form(s) constitute the entire understanding between the Parties with respect to the subject matter herein and may only be amended or modified by a writing signed by a duly authorized representative of each party. This Agreement may be executed by facsimile. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the Parties regarding the subject matter contained herein. No purchase order or other ordering document that purports to modify or supplement the printed text of this Agreement or any Exhibit shall add to or vary the terms of this Agreement or Exhibit. All such proposed variations, edits, or additions (whether submitted by 501ops or Subscriber) to this Agreement or to any Order Form, are objected to and deemed material unless otherwise mutually agreed to in writing.

19. SUBSCRIBER DATA. Subscriber shall be solely responsible and 501ops shall not be responsible for the content, accuracy, truthfulness, completeness and quality of all information and any other data, including without limitation data concerning Subscriber’s Subscribers, services provided, and/or business operations, entered into the 501ops system (collectively, “Subscriber Data”). Subscriber is and shall remain the sole owner of all Subscriber Data and 501ops assumes no liability with respect to such Subscriber Data based on any violations, causes of action, judgments, allegations, and related costs arising from Subscriber’s use of the 501ops system and the content (or lack of content) of the Subscriber Data. Subscriber acknowledges that (a) 501ops may access and/or use such Subscriber Data solely for the purposes of performing its obligations under this Agreement and (b) 501ops shall be the sole owner of and shall have the right to make all legal use of de-identified Subscriber Data created by 501ops. Subscriber Data is considered de-identified with respect to a Subscriber or other individual when that Subscriber Data does not identify an individual and with respect to which there is no reasonable basis to believe that the Subscriber Data can be used to identify an individual. All de-identified information created by 501ops in compliance with the Agreement will belong exclusively to 501ops provided that (i) Subscriber will not hereby be prevented from itself creating and using its own de-identified information and (ii) 501ops must present such de-identified information on an anonymous basis, and may not directly or indirectly use or present the data in any way that identifies or could be used to identify the company, provider, or affiliates thereof (including any group of affiliated providers) that supply the Subscriber Data. The Parties hereby agree to all of the above terms and have executed this Agreement by a duly authorized officer or officer representative.

Schedule A: Term Sheet

Selected Services:

1. Description and pricing of offering modules (on an annual basis):

BASE MODULES Pricing per year per Instance Bowtie Platform $15,000 / per Summary: The Platform Service Fee is an annual recurring fee that entitles Subscriber to (amongst others) general system access to 501ops’ analytics platform called “Bowtie,” the related platform infrastructure, user interface capabilities, data warehouse systems and Bowtie Support, each in accordance with Documentation and within the limits prescribed herein.

Admin User Access / Security Partitioning Reporting User & &ecurity Partitioning. Each additional dashboard view that is partitioned based off of user access privileges will require an additional user license… $500 / user

NIST CSF Security Package. The NIST CSF Package offers security functionality related to security compliance. $7,250 / entity.

HIPAA Package. The HIPAA Package is a HIPAA Compliance add-on to the NIST CSF Package, which is a required add-on entityo facilitate secure processing of personal health information, pursuant to the Agreement. $14,800 / entity

FERPA Package. The FERPA Package is a FERPA Compliance add-on to the NIST CSF Package, which is a required add-on purchase to facilitate processing of certain designated categories 20 U.S.C. § 1232g; 34 CFR Part 99, a Federal law that protects the privacy of student education records. The law applies to all schools that receive funds under an applicable program of the U.S. Department of Education. $14,800 / entity

A LA CARTE MODULES 

Platform scale per gigabyte (based on isolated data storage requirements) $340 / GB Summary: Bowtie offers additional gigabyte storage for the Data Warehouse, a fully managed, columnar data warehousing service for the Bowtie platform.

Platform scale per Terabyte (based on isolated data storage requirements) $1.88 / TB Summary: Bowtie offers additional 1terabyte storage for the Data Warehouse, a fully managed, columnar data warehousing service for the Bowtie platform.

Initial set of predefined widgets (5) per dashboard (limited to 15 hrs) $1,200 / dashboard Summary: Subscriber are provided with a unique dashboard with up to 5 custom widgets (reporting graphic) such that providing the requested widgets takes no longer than 15 hours to create and finalize.

Custom widgets beyond the initial five (5) $275 / widget Summary: Users may request changes to existing widgets or a new widget at any time. Each additional widget or modification is charged on an ad hoc basis.

Form Creation (per form) $50 / form Summary: The creation of new a new on-line form.

Data upload from a form on a per form basis $50 / form Summary: Extraction and upload of the data captured from the form to Subscriber’s database such that it can be accessed by 501ops and the reporting engine.

CONCIERGE SERVCIES 

Subscribers to the Concierge Service will not be charged for the creation of custom widgets or forms on an ad hoc basis. Rather, those services are covered within the parameters outlined within each Concierge package outlined below:

Concierge Bronze: 5 hours analyst for unlimited report writing, widgets and data cleaning $14,400 / year Summary: 5 hours of 501ops professional services for data analysis, report writing, widgets management and data cleaning. Unless specified otherwise at the time of request, 501ops services will strive to turn-around requests in less than 24 hours.

Concierge Silver: 10 hours analyst for unlimited report writing, widgets and data cleaning $27,000 / year Summary: 10 hours of 501ops professional services for data analysis, report writing, widgets management and data cleaning. Unless specified otherwise at the time of request, 501ops services will strive to turn-around requests in less than 24 hours.

Concierge Gold: 20 hours analyst for unlimited report writing, widgets and data cleaning $54,000 Summary: 20 hours of 501ops professional services for data analysis, report writing, widgets management and data cleaning. Unless specified otherwise at the time of request, 501ops services will strive to turn-around requests in less than 24 hours.

2. Fees and Invoicing

501ops fees will be invoiced in United States dollars under the terms of this Agreement.

2.1 Bowtie integration and reporting assessment workshop

Integration and reporting assessments & recommendations&workshop: $5,000

2.2 Bowtie Platform Subscription

Fees shall be billed for each year of service in advance of the year based on the then current number of Entities. Subscriber to provide current data no later fifteen (15) days prior to the Anniversary of the Effective Date of the Agreement. Billing shall begin upon the execution of the Agreement

Rates will be adjusted upwards and downwards based on quarterly totals related to: Users, Platform Scale, Data Forms and Data Uploads from Forms. All remaining solution offerings will be billed as required.

2.2 Bowtie Platform Subscription

Fees shall be billed for each year of service in advance of the year based on the then current number of Entities. Subscriber to provide current data no later fifteen (15) days prior to the Anniversary of the Effective Date of the Agreement. Billing shall begin upon the execution of the Agreement

Rates will be adjusted upwards and downwards based on quarterly totals related to: Users, Platform Scale, Data Forms and Data Uploads from Forms. All remaining solution offerings will be billed as required.

2.3 Bowtie Integration & T&sting

• Systems integration and testing per Instance and per data source): $2,500 • Integration support and oversight 12% of the platform and modules totals

2.4 Data translation and cleaning

Data translation and cleaning on a per hour basis $250 per hour

2.5 Platform Set-up and Commissioning:

Initial Subscriber set-up fee per Instance: $3,500 due upon signature of this Agreement • This fee covers the cost to initiate the subscription license, configure the system for each Business Instance and update the related business rules and permissions. • For projects that extend beyond the agreed-upon project plan, for no fault of 501ops , all additional hourly or day-rates will be billed to the Subscriber as shown below:

2.6 Initiation & Training per Insta&ce

Master User / Admin Training (per trainee): $1,200 due upon signature of this Agreement • This fee covers the cost to initiate the subscription license, configure the system for each Business Instance and update the related business rules and permissions. • 501ops will provide up to 3 formal training sessions during the first year to be delivered using web-based training tools or other delivery method that 501ops may assess as more appropriate, given local and regional circumstances. After the first year, training is available at the rates defined under Section 2.4 above. On-site training is available at an additional cost plus expenses, subject to availability of 501ops or its training partners’ staff as outlined in the pricing table until Section 2.4.

2.7 Time & Materials Hourly Rate Schedule

2.7.1 Resources

Work-related travel time will be charged at corresponding resource billing rates. Billing rates may be increased at any time and without notice to reflect 501ops ’s then current standard rates.

  • Project Manager: Management of the Agreement including project definition, planning, scheduling, all 501ops resource coordination, identification of Subscriber roles and schedule requirements, meeting planning and participation, project reporting, budget management, engineering and quality assurance management, and performance and status reviews. $240 per hour
  • Business Analysis: Business analysis to assist Subscriber with process change management, process documentation, technical review, research, and Data integration analysis. $210 per hour
  • Senior Programmer Production of Subscriber-specific data maps between standard 501ops formats and the format required by Subscriber. Unit testing and volume testing, initial data loading, documentation and go-live support. $230 per hour
  • On-site Training Onsite training for Subscribers and Users. $1,200 per day or portion thereof
  • Business Reporting and Analytics Assessment: Onsite professionally managed assessments using the 501ops solution along with strategy development to assist Subscriber in establishing best practices in cybersecurity. $5,000 per day per business entity.

2.7.2 Other Expenses Out-of-pocket expenses associated with the Statement of Work will be reimbursed to 501ops at cost plus 5% for administrative fees. Such expenses will include, without limitation, travel costs (including air travel, automobile rental, employee automobile mileage at prevailing U.S. Internal Revenue Service rates, lodging, and subsistence), materials costs, external reproduction costs, courier or shipping costs, and long-distance telephone, Web conferencing and data transmission charges. 2.8 Inflation Adjustment At the end of the third year (36th month) of this Agreement and for all subsequent years, 501ops shall apply an inflation adjustment to the total fees as follows: a. At the beginning of the calendar year, 501ops shall consult the website of the US Bureau of Labor Statistics. b. 501ops shall determine the rate of increase of the US Consumer Price Index for All Urban Consumers (CPI-U) for the previous calendar year. If the rate is less than zero (i.e. a decrease), then 501ops shall apply a rate of zero. c. 501ops shall apply this rate plus 3% (CPI-U + 3%) to the current fees for the entire calendar year to come. d. 501ops shall not adjust the fees for inflation in the middle of the year. This mechanism shall be applied in all years that Subscriber makes use of 501ops Service, as provided for in the Order Form off the Agreement.

Exhibit B: Service Level Agreement

We put our customers first, and aim to provide top-notch support at all levels, within the scope of all 501ops projects and solutions that we manage. Our systems and services are excellent, and we aim to prove our worth to Subscribers business through quantifiable actions. As part of this philosophy, we provide the following system level assurances free-of-charge along with Subscribers subscription.

1. SYSTEM AVAILABILITY AND PERFORMANCE

Subscriber and Users shall report all Issues within two (2) Business Days of occurrence. Issues reported thereafter may not be subject to the Service Levels described below, at 501ops ’s discretion.

 “System Availability” means that: (i) The Service is functioning at 501ops or its authorized data center and is available to be accessed by authorized users; and (ii) Data files are available for electronic retrieval; and (iii) The Service is not subject to a Category 1 error as defined in this agreement.

Planned outages (e.g., for system maintenance) are not included in the calculation of System Availability.

Any lack of System Availability due to any failure of Subscriber’s Internet Service Provider, Subscriber’s communication systems or other systems outside of the control of 501ops or 501ops ’s data-center provider is exempt from any calculation of System Availability.

Service Level: 98% System Availability (measured as a percentage over a Calendar Month). The System Availability of each component of the Service is measured separately.

2. CATEGORIES, RESOLUTION AND SERVICE LEVELS

Subscriber and Users shall report all Issues within two (2) Business Days of occurrence. Issues reported thereafter may not be subject to the Service Levels described below, at 501ops ’s discretion. lack of System Availability due to any failure of Subscriber’s Internet Service Provider, Subscriber’s communication systems or other systems outside of the control of 501ops or 501ops ’s data-center provider is exempt from any calculation of System Availability.

Severity One (1) – Urgent

  • Definition: The Service is unavailable or a critical feature is inoperable. Access is denied to all Users and no workaround is available.
  • Example: Users are not able to logon to the Service.
  • Action: 501ops provides uninterrupted Issue isolation and determination and support if necessary. Fix implemented immediately after being available. Permanent resolution implemented at next available opportunity, if required.
  • Process: 501ops acknowledges Issue within thirty (30) minutes after receipt of notice from Subscriber. 501ops staff immediately (i) start work to verify and correct the Issue, and (ii) create or reopen a Case to track the Issue. 501ops notifies Subscriber within thirty (30) minutes after 501ops starts work on the Issue. 501ops provides hourly status to Subscriber until the Case is closed at 501ops ’s discretion with one of the following statuses: remedied, temporary fix, monitoring, or no action required.
  • Service Level: 100% of Issues are worked on continuously until completely resolved

Severity two (2) – High

  • Definition: Issue materially impairs substantial, but not mission-critical, functions of the Service. If a workaround is available (including, but not limited to a procedural workaround), performance may be degraded or functions limited.
  • Example: missing or non-working screen vital to business process, data inaccessibility or corruption, database lockout, abnormal application termination, incorrect calculations.
  • Action: 501ops provides support during Business Hours until a workaround is identified. Subscriber provides necessary assistance and any workaround is implemented immediately upon approval from the Subscriber. 501ops implements permanent resolution at next opportunity, if required.
  • Process: 501ops acknowledges Issue within two (2) Business Hours after receipt of notice from Subscriber. 501ops staff (i) start work to verify and correct the Issue, and (ii) create or reopen a Case to track the Issue. 501ops notifies Subscriber within thirty (30) minutes after 501ops starts work on the Issue. 501ops provides status every four (4) Business Hours to Subscriber until the Case is closed at 501ops ’s discretion with one of the following statuses: remedied, temporary fix, monitoring, or no action required.
  • Servcie Level: 100% of Issues are worked on continuously during Business Hours until completely resolved.

Severity three (3) – Medium

  • Definition: The Service is impaired with poor response times, incorrect data, and/or improper presentation and/or a single user is severely affected or completely inoperable or a small percentage of users are moderately affected or partially inoperable. The Issue has limited business impact. A workaround is available.
  • Example: 501ops is unable to process data from a business Instance.
  • Action: 501ops provides support during Business Hours.
  • Process: 501ops acknowledges Issue within twenty-four (24) hours of receipt of notice from Subscriber. 501ops staff creates or reopens a Case to track the Issue. 501ops notifies Subscriber within four (4) Business Hours if Issue will persist for greater than twelve (12) hours. 501ops provides status updates daily to Subscriber until the Case is closed at 501ops ’s discretion with one of the following statuses: remedied, temporary fix, monitoring, or no action required.
  • Service Level: 100% of Issues are acknowledged within twenty-four (24) hours of receipt of notice. All reported Issues are worked on during Business Hours and 501ops will use reasonable efforts to resolve, provide a workaround, or correct the Issue in a future Service Update.

Severity four (4) – low (subscriber request)

  • Definition: The Service is not impaired but could be improved. Example: feature request or cosmetic change to screens.
  • Action: 501ops provides support during Business Hours.
  • Process: 501ops acknowledges Subscriber Request within ninety-six (96) hours after receipt of notice from Subscriber. 501ops staff creates or reopen a Case to track the Request.
  • Service Level: 100% of requests are acknowledged within ninety-six (96) hours of receipt of notice.

Exhibit C: Implementation & Support 

1. Definition of Process, Data Requirements, Responsibilities

An integral part of the customer implementation process, 501ops will start with a Kick-off Workshop and which time 501ops will provide Subscriber a structured document used to define and document processes and data requirements, ensuring each are aligned with industry best practice and optimized to achieve Subscribers desired results. The result will be a clear understanding of process, roles, expectations, and responsibilities among 501ops, Subscriber, and nominated regional and local staff, agents, facilities, and/or other Business Entities. 501ops will publish the Subscriber requirements for data, reporting, and validation required for Bowtie integration. Subscriber will sign off on all requirements documentation prior to commencement of deployment. Subscriber will specify the prioritization of nominated regional and local staff, agents, facilities, and/or other Business Entities for deployment.

1.1 Inception Workshop: During the “Inception Workshop”, the project lead and the lead architect align with Subscriber on high-level goals for the Data Product, identify major analytical business processes, and conduct a deep dive on the intended Data Product end users. The Inception Workshop is a two (2) day in-person meeting with both the project deal and the lead architect.

1.2 Technical Discovery. During the “Technical Discovery” phase, the LA identifies and analyzes source data, discusses Data Product life-cycle management (“LCM”), data delivery strategy, security settings, application integration, and other technical implications. Technical Discovery can occur in the course of multiple meetings over a two (2) week period.

1.3 Design Meeting. During the design meeting, 501ops and Subscriber shall determine and complete the following artifacts for the first version of Subscribers Data Product: • Data Product specification, including success criteria, personas and user scenarios. • KPI definitions. • The Data Architecture Blueprint, including data sources specification, target business model, data-pipeline design and LCM design; and • The Onboarding Project Plan, which defines the scope and timeline for those items 501ops and Subscriber will build and deliver during the Onboarding process.

The artifacts referred to in this Section are shared and discussed with Subscriber as they are being created. The design meeting occurs during a single, half-day session, typically in-person. During the session, the artifacts are revised for consistency and signed-off by Subscriber.

2.Implementation

The implantation process begins with a nomination letter sent by Subscriber to its nominated regional and local staff, agents, facilities and/or other Business Entities informing them of the deployment of Bowtie along with Subscribers data requirements. 501ops then contacts each nominated regional and local staff, agents, facilities and/or other Business Entities, confirms their understanding of the requirements and begins the file-testing or web-entry training as required. 501ops ’s operations team will work closely with Subscriber staff during this phase to ensure a rapid deployment, and a smooth and managed cutover from any old process to the new.

During the “Implementation” phase, 501ops will perform the following tasks and activities:

  • Set up “Data Warehouse”.
  • Register and set up Subscriber’s Data Product and its segments Create Subscriber’s development, test, and production environments.
  • Set up User Authentication and Single Sign-On capabilities (where Subscriber’s assistance is also required)
  • Provision Subscriber’s Bowtie instances. Subscriber will be responsible for integration into third party platforms, and 501ops will provide credentials.
  • Provision Subscriber’s Bowtie schema with input stage, persistent stage and output stage.
  • Provision Subscriber’s User Access and Security Partitioning.
  • Provision Subscriber’s Subscription Service and Users. Configure an automatic user partitioning and access provisioning process.
  • Configure the data refresh process.
  • Data refresh rates for Bowtie will be set at maximum 30 minutes unless otherwise stated in Scope and dependent on size of data. Third party API(s) can limit the refresh rate due to API call volume restrictions.
  • Data refresh rates for Business intelligence will be set at maximum 30 minutes unless otherwise stated in Scope and dependent on size of data. Third party API(s) can limit the refresh rate due to API call volume restrictions.
  • Configure the Data Product release management process. Create Subscriber’s Logical Data Model
  • Specify data mapping between source data and Subscriber’s Logical Data Model.
  • Configure data connectors in the Data Integration Console.
  • Configure Bowtie Integrator in Data Integration Console.
  • Validate Customer Data loaded into Bowtie (where Subscriber’s assistance is needed).
  • Implement technical transformations using Bowtie Executor.
  • Implement business transformations using Bowtie Executor.
  • Configure Automated Data Distribution from Bowtie to Subscriber user spaces.
  • Validate data loaded to Subscriber user spaces (where Subscriber’s assistance is needed).
  • Build metrics defined within the Order Form.
  • Build reports defined within the Order Form.
  • Build dashboards defined within the Order Form.
  • Validate KPI definitions and user scenarios (where Subscriber’s assistance is needed).
  • Provide assistance with embedding of reports and/or dashboards into Subscriber’s application.
  • Keep Onboarding Project Plan up to date.

3. Deployment

When and as the Data Product is launched, 501ops shall deliver the following:

  • A production environment with Data Storage, Bowtie, and user workspaces for segments specified in the Data Architecture Blueprint.
  • An automated end-to-end data pipeline workflow in the Data Integration Console where source data is transformed and distributed to the Subscriber workspaces in specified time intervals. This is subject to limitations of third-party products and platforms.
  • A master workspace with metrics, reports and dashboards.
  • An automated Subscriber workspace provisioning and de-provisioning capability.
  • An automated user provisioning and de-provisioning capability.
  • An integration with Subscriber’s application into which the Bowtie Subscription Service are being embedded.
  • A documented process for Subscriber’s Logic Data Model and data pipeline change management; and
  • A documented process for Subscriber’s front-end (e.g. metrics, reports, dashboards) change management. User training

501ops will use all commercially reasonable efforts to engage and successfully connect and train each nominated Master User, enlisting the help of Subscriber where necessary to encourage cooperation.

3.1 Go-Live Support

501ops manages the go-live process in close cooperation with Subscriber’s dedicated Project Manager to ensure nominated regional and local staff, agents, facilities and/or other Business Entities are brought live in an organized and smooth fashion. 501ops recommends an established weekly go-live schedule which allows all facilities having passed testing or completed training within the past week to be brought live on the same day. 501ops ’s Project Manager in coordination with Subscriber’s Project Manager handles all scheduling and management for hand-over.

4. Software Updates

From time to time at its own discretion, 501ops will make updates to the software available to the Subscriber. A notification of new functions or alterations will be communicated in a timely manner to the Subscriber.

5. Initial Training

Training of Subscriber’s users (nominated regional and local staff, agents, facilities and/or other Business Entities) is performed by Subscriber’s personnel.

6.Reimbursable Charges

  • Onboarding fees are for labor costs only, and do not include meals, lodging, travel, and other reasonably necessary out-of-pocket expenses or other project related costs (such as hardware and software, which may be acquired by 501ops to support Subscriber’s Onboarding).
  • Expenses for the Inception Workshop and Square-One Meeting shall be pre-approved by Subscriber.
  • Any additional reimbursable charges will also be approved by Subscriber in advance. 501ops will invoice Subscriber for all reimbursable charges separately.

7.Assumptions and Limitations

Subscriber will staff Subscriber’s teams with personnel whose skillset and job descriptions track those roles and responsibilities that are necessary to perform Subscriber’s key Onboarding functions unless otherwise outlined in scope of services. Subscriber will provide a single point of contact that will work with the 501ops team and be responsible for coordinating appropriate access to systems, providing applicable documentation, and scheduling the active participation of Subscriber’s personnel.

501ops will perform all Onboarding Ancillary Services hereunder on a remote basis unless otherwise specified in this Schedule or separately agreed in writing by Subscriber and 501ops.

Key points of contact from both parties (e.g. Project Leads or Subscriber’s functional equivalent) will hold regular and periodic (typically weekly) project status meetings. While the status meeting is the official forum for addressing any issues or concerns including with respect to scope management, the parties will also have direct access to the relevant executive sponsors to address any issues as such issues or challenges arise during the Onboarding process.

Subscriber will provide Subscriber’s own Subject Matter Experts (“SMEs”) to help 501ops understand Subscriber’s business processes, data, and any other aspects of Subscriber’s business that will have a direct impact on the implementation and provisioning of the 501ops Subscription Services. Subscriber will provide all relevant information regarding identified data feeds, and any new or modified data elements on existing feeds in a timely fashion in order to enable 501ops to perform the Onboarding. Subscriber’s resources are also expected to be available to provide validation and acceptance testing in a timely manner. To the extent Subscriber are unable to fulfill Subscriber’s responsibilities set forth above in Section 3 and/or meet the time line defined in the approved Onboarding Project Plan, Subscriber acknowledge that 501ops’s ability to complete all the Ancillary Services defined herein this Schedule may be impacted, and that the parties may be required to agree upon a new Onboarding Project Plan schedule to account for Subscriber’s performance delays that have impacted the time lines specified in the Onboarding Project Plan.

The Onboarding descriptions set forth in this Schedule covers only the initial release of Subscriber’s Data Product as defined in the Onboarding Project Plan, and does not represent full or ongoing platform implementation of Subscriber’s Data Product. Any ongoing maintenance, additional specific implementation requests, requirements, and/or use cases may be subject to a separate statement of work and additional fees at a standard rate of $250 per hour.

All Ancillary Service fees payable in connection for this Onboarding package are prepaid, non-refundable and non-cancellable, and all such Ancillary Services must be used and consumed within six (6) months of the Agreement Effective Date.