Item 24 - Approve Agreement for Learning Management System

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against the System Availability SLA obligations as depicted herein; and specific to unscheduled downtime events only. Remedies: In the event System Availability is not equal to or greater than 99.70% for a given month, CLIENT will be entitled to service level credits against its subsequent payment obligations (as set forth in this Subscription Agreement) according to the following chart: . of monthly service fee) 99.70% - 100.00% No Credit. 95.00% - 99.69% Three percent (3%) of the applicable monthly hosted service fees for the applicable calendar month. 90.00% - 94.99% Six percent (6%) of the applicable monthly hosted service fees for the applicable calendar month. <89.99% Ten percent (10%) of the applicable monthly hosted service fees for the applicable calendar month. CLIENT's credits under this section are CLIENT's sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by MERIDIAN to meet the Service Availability required by this agreement. The monthly available credit is capped at the lesser of $5,000 or the total cap as set forth in the System Availability section herein. 1) Exceptions CLIENT shall not receive any credits in connection with any failure or deficiency Availability caused by or associated with: i. Force Majeure events beyond MERIDIAN's reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this Schedule; ii. Failure of access circuits to the ISP Network, unless such failure is caused solely by MERIDIAN; iii. Scheduled maintenance and emergency maintenance and upgrades; iv. DNS issues outside the direct control of MERIDIAN; V. Issues with FTP, POP, or SMTP CLIENT access; vi. False Schedule breaches reported as a result of outages or errors of any MERIDIAN measurement system; vii. CLIENT's acts or omissions (or acts or omissions of others engaged or authorized by CLIENT), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP), any negligence, willful misconduct, or use of the Services in breach of MERIDIAN's Terms and Conditions and Acceptable Use Policy;