BLACKBOARD LEARN MANAGED HOSTING TERMS, SPECIFICATIONS & SERVICE LEVELS

Transcription

1 TERMS APPLICABLE TO BLACKBOARD MANAGED HOSTING SERVICE Belw are certain terms and cnditins applicable t the managed hsting Services. Definitins used but nt defined herein shall have the meanings ascribed t them in the Master Services Agreement r the applicable Order Frm between Custmer and Blackbard. 1. CERTAIN DEFINITIONS. a. Active User Capacity means the number f Authrized End Users, at any particular time, permitted t be registered t access ne (1) r mre educatinal curses prvided thrugh the Hsted Sftware, as set frth n an Order Frm. b. Agreement means the terms and cnditins applicable t the prvisin f the Services, which shall include any Order Frm, the Master Services Agreement and the terms and cnditins herein. c. Available Date means the date upn which Custmer receives ntice frm Blackbard that the Hsted Sftware is available t prvide service. d. Excusable Event means any event beynd Blackbard s reasnable cntrl, including but nt limited t fires, flds, earthquakes, hurricanes, trnades, elements f nature r acts f Gd, wars, terrrist acts, site-specific terrrist threats, rits, civil disrders, rebellins r revlutins, strikes, lckuts r labr disputes, interruptin r failure f telecmmunicatin r digital transmissin links and Internet slw-dwns r failures. e. Hsted Sftware means the Sftware licensed t Custmer fr which Blackbard is t prvide the Services. f. Services r Managed Hsting Services means the managed hsting services prvided by Blackbard pursuant t the Agreement. g. Service Levels means the service levels set frth herein. The Service Levels may be changed frm time t time by a psting t Blackbard s website, and Custmer s cntinued use f the Services cnstitutes cnsent t such change. 2. BLACKBOARD RESPONSIBILITIES. a. Prvisin f Access t Hsted Sftware. Blackbard will make access t the features and functins f the Hsted Sftware available t Custmer s Authrized End Users. Blackbard will specify t Custmer prcedures accrding t which Custmer and/r its Authrized End Users may establish and btain such access. If Custmer des nt take the required steps t enable r access the sftware r SaaS Services within 90 days f the Effective Date f the applicable rder frm, then delivery f such sftware shall be deemed cmplete. b. Respnsibility fr Hsting. Blackbard shall hst the Hsted Sftware n behalf f Custmer. Blackbard shall be respnsible fr the setup and cnfiguratin f the necessary hardware, sftware and all cmpnents f the server(s) n which the Hsted Sftware will reside. This includes the server hardware and sftware, telecmmunicatins hardware and sftware, security sftware and ther sftware that is reasnably necessary t hst the Hsted Sftware. Blackbard shall als install and stre the Custmer Cntent fr purpses f access by the Hsted Sftware. Hwever, Blackbard shall have n respnsibility fr the design, develpment, peratin r maintenance f any Web site wned r perated by Custmer, r with respect t any telecmmunicatins r cmputer netwrk hardware required by Custmer t prvide access frm the Internet t any such Custmer Web site. T the extent necessary t perfrm Blackbard s bligatins under the Agreement, Custmer grants t Blackbard a ryalty-free, nn-exclusive, wrldwide license t use, reprduce, transmit, distribute, perfrm, display, and, t the extent required by the Hsted Sftware, mdify and create derivative wrks frm the Custmer Cntent. c. Availability and Operatinal Specificatins. Blackbard will deply infrastructure in a facility that ffers envirnment cntrl, security, and backup pwer. Blackbard will use cmmercially reasnable effrts t ensure that the Services will be available and accessible twenty-fur (24) hurs per day, seven (7) days per week accrding t the specificatins set frth in the Service Levels. Ntwithstanding the freging, Blackbard will have n liability fr any failure t meet a Service Level t the extent arising frm (i) any use f the Hsted Sftware by Custmer r any Authrized End User ther than in accrdance with the terms and cnditins set frth in the Agreement; (ii) any failure by Custmer r any Authrized End User t cmply with any prcedures, technical standards and/r prtcls specified by Blackbard frm time t time; r (iii) an Excusable Event. It is agreed and acknwledged that the service credits referred t in the Service Levels shall be Custmer s sle remedy, and Blackbard s sle bligatin, with respect t failures f the Services t meet the Service Levels. Blackbard des nt warrant r guarantee the Services except as expressly stated in the Agreement. d. Data Restratin Plicy. Blackbard will perfrm daily back-ups and archive Custmer Cntent fr 30 days. In the event that Custmer requests recvery f any lst r damaged Custmer Cntent, Blackbard will use cmmercially reasnable effrts t restre the relevant data frm the mst recently archived cpies (r such earlier cpies as requested by Custmer), prvided that such data is, at the relevant time, still available pursuant t the applicable retentin plicy and Custmer has prvided t Blackbard all infrmatin necessary t enable Blackbard t perfrm such restratin services. Blackbard shall perfrm up t fur (4) data restratins per year at n charge t Custmer. Additinal requests will be charged at Blackbard s then-current rates. In the event f a disaster, Blackbard will use reasnable effrts t restre service. Blackbard will nt attempt t restre service if such attempt may in Blackbard s sle discretin, put Blackbard, its emplyees r its agents at risk fr injury, r cause an unreasnable risk t service delivery levels fr ther clients. e. Data Archiving and Cleanup Plicy. Blackbard will undertake cmmercially reasnable effrts t accmmdate Custmer requests fr standard bulk data archiving and cleanup, such as batch cpying f curses fr a new semester; batch exprt, imprt, and archive f curses; batch remval f curses; batch disabling r deleting f users; and exprting usernames / curses frm a database query. Blackbard will use reasnable effrts t address Custmer s requests fr data archiving and cleanup related matters, up t 4 per year r accrding t such ther frequency as Blackbard then ffers. Additinal requests will be charged at Blackbard s then-current rates. f. Additinal Strage and Bandwidth Plicy. Blackbard will mnitr Custmer s strage and bandwidth usage against cntracted levels. Excess bandwidth and strage will be charged at Blackbard s then-current rates. Frm time t time, Updated March 2016 Page 1 f 9

2 Custmer and Blackbard may adjust Custmer s cntracted bandwidth and strage limits via Blackbard s standard change rder prcess, which may invlve the payment f additinal fees. g. IP Addresses. Any IP addresses assigned r allcated t Custmer by Blackbard shall remain, at all times, the prperty f Blackbard and shall be nntransferable by Custmer. Custmer shall have n right t use such IP addresses upn terminatin f this Agreement. Any change requested by Custmer t the Blackbard allcated addresses must be agreed t by the Parties. Custmer understands that the services prvided under this Agreement relating t IP addresses (including Internet use) may require registratins and related administrative reprts that are public in nature, and Custmer shall have n claim against Blackbard relating t such public registratins and reprts that are required fr Blackbard t perfrm its bligatins hereunder. h. Mnitring and Perfrmance. Blackbard will make netwrk perfrmance reprts available t Custmer via r as reasnably requested. These reprts are designed t prvide usage and perfrmance infrmatin t help in the cntinual mnitring and imprvement f the design and peratin f the hsted envirnment. In additin, upn request by Custmer, Blackbard will prvide Custmer with mnthly reprts including infrmatin n Managed Hsting Services usage, system utages and changes made t the Blackbard system during that mnth. Custmer acknwledges and agrees that any reprts prvided by Blackbard t Custmer pursuant t this Schedule shall cnstitute Blackbard s Cnfidential Infrmatin fr purpses f this Agreement. i. Outages. In the event f an utage (i.e., the Hsted Sftware is nt Available (as defined belw)), Blackbard will keep Custmer reasnably infrmed as t the cause and estimated time fr restratin f the Managed Hsting Services, t the extent knwn by Blackbard at the time. Blackbard will prmptly cmmence remedial activities and use cmmercially reasnable effrts t reslve the utage as quickly as reasnably pssible. Fllwing recvery frm any such utage, Blackbard will prvide Custmer with a pst-incident summary that includes the cause f the System Outage (if determined), the methd used t crrect the prblem; and any measures Blackbard will take t prevent similar future utages. 3. CUSTOMER RESPONSIBILITIES. a. Prcedures. Custmer shall fllw Blackbard-prescribed prcedures in the implementatin and maintenance f the Service. Upn implementatin, Custmer shall prvide Blackbard a URL and any ther infrmatin required by Blackbard t perfrm its bligatins herein. Blackbard shall prvide Custmer with prcedures fr access. The prcedures may include, withut limitatin, prvisin f any access cdes, passwrds, technical specificatins, cnnectivity standards r prtcls, r any ther relevant prcedures, t the limited extent any f the freging may be necessary t enable Custmer t permit its Authrized End Users t access and use the Hsted Sftware as cntemplated herein. b. Other. Blackbard is nt respnsible fr Custmer s management and use f the features and functins f the Hsted Sftware. Custmer bears all respnsibility fr such management and use, including, withut limitatin: Creating/remving users including Students, Teachers, System Administratrs, etc. Mdifying all Authrized End User infrmatin Creating/remving all curse web sites Building and managing all curse web sites Custmizatin t the site System usage tracking reprts Deciding which prduct features will be available r unavailable, hw much functinality instructrs will be allwed, etc. Chsing icn themes All changes t the Blackbard-named URL. All Custmers are assigned a URL such as The institutin is allwed t pick the institutinname. Hwever, any re-directs t ther URLs are the respnsibility f Custmer and nt Blackbard. Fr example, if the Custmer chses the URL Custmer is respnsible fr the redirect t the site using a CNAME recrd. c. Building Blcks. If Custmer has implemented a Building Blck int the Hsted Sftware r plans t a implement a Building Blck, Custmer must take the fllwing steps befre installing a Building Blck n a prductin system: 1) apply and thrughly test all Building Blcks in Custmer s test/develpment envirnment prir t implementing the Building Blck in the prductin envirnment; and 2) befre requesting an update/upgrade t Blackbard n Custmer s prductin envirnment, cntact the vendr f the Building Blck r check the Building Blcks Catalg t ensure that Custmer has the latest versin prir t upgrading Custmer s Hsted Sftware. If an issue arises with Custmer s Hsted Sftware, the Blackbard Managed Hsting Service supprt team will wrk with Custmer t trublesht the prblem. If the Blackbard Managed Hsting Service supprt team islates the prblem as related t ne r several Building Blcks, the Blackbard Managed Hsting Service supprt team may disable the Building Blck t further trublesht the issue r t restre verall service. 4. SERVICE LEVELS. The fllwing Service Levels apply t the Services: a. Hst Latency: The Managed Hsting Service prvides a mnthly average f tw (2) secnds r better Hst Latency. Hst Latency is defined as the time perid beginning when a request is received by the applicatin hst and ending when the request is cmpleted by the applicatin prviding the Hsting Service. Latency measurements will nt be measured during scheduled maintenance windws. Hst Latency excludes any latency incurred n the Custmer site r when traversing the internet between the Custmer site and the applicatin hst. Upn Custmer s request, Blackbard will prvide a reprt shwing Hst Latency fr the preceding mnth. Failure t meet the Hst Latency service level ccurs when, during Updated March 2016 Page 2 f 9

3 any calendar mnth, the average Hst Latency fr such calendar mnth is greater than tw secnds. Service credits fr failure t meet the Hst Latency service level are as fllws: Service credits fr failure t meet the Hst Latency service level are as fllws: Time f Latency (per calendar mnth) Service Credit >2-4 Secnds Mnthly Average Hst Latency 2 days f service fees credited (i.e. 1/15* mnthly fees) >4-5 Secnds Mnthly Average Hst Latency 4 days f service fees credited (i.e. 2/15* mnthly fees) >5 Secnds Mnthly Average Hst Latency 8 days f services fees credited (i.e. 4/15* mnthly fees) In rder t receive any service credit fr Hst Latency, Custmer must ntify Blackbard within seven (7) days frm the time Custmer becmes eligible t receive a service credit, which is the end f each calendar mnth. Failure t cmply with this requirement will frfeit Custmer s right t receive a service credit. In rder t be eligible, Custmer must be in cmpliance with the Agreement including the cntracted Active User Capacity and strage quta. b. Availability: Standard Service Levels: If Custmer meets the fllwing requirements, Custmer shall autmatically be entitled t 99.7% standard service levels. a. Custmer s Hsted Sftware n Learn Managed Hsted prductin envirnment is within the Fully Supprted categry as defined in the then-current Blackbard supprt guidelines; b. Custmer s usage is within cntracted levels fr Active User Capacity and strage; and c. Any Building Blcks deplyed n the prductin envirnment f the Hsted Sftware are cmpliant with the standard Managed Hsting Building Blcks Plicy. Blackbard shall use cmmercially reasnable effrts designed t ensure the Managed Hsting Services are Available twenty-fur (24) hurs a day, seven (7) days a week with a targeted uptime f 99.7% per calendar mnth. The Managed Hsting Services shall be cnsidered Available except t the extent that a material number f Authrized End Users cannt access the Hsted Sftware due t failure f the Managed Hsting Services. Ntwithstanding the freging, the Availability f the Managed Hsting Services shall be determined withut regard t any (i) packet lss, latency r unavailability due t scheduled maintenance, (ii) the inability f a user t cnnect with the Managed Hsting Services due t Internet r telecmmunicatins prblems utside the reasnable cntrl f Blackbard, r (iii) Excusable Event. If the Managed Hsting Services are Available less than 99.7% per calendar mnth, Custmer will be eligible t receive service credits as utlined belw. Such service credits shall be Custmer s sle remedy fr failure t meet the applicable targeted uptime. In rder t receive any service credit, Custmer must ntify Blackbard within seven (7) days frm the time Custmer becmes eligible t receive a service credit, which is the end f each calendar mnth. Failure t cmply with this requirement will frfeit Custmer's right t receive a service credit. In rder t be eligible, Custmer must be in cmpliance with the Agreement including the cntracted Active User Capacity and strage quta. The aggregate maximum number f service credits t be issued by Blackbard t Custmer fr any and all dwntime perids and perfrmance prblems during any given calendar mnth shall nt exceed the fees fr ne mnth f service. Length f Unavailability (per calendar mnth) Service Credit >0 t 4 aggregate hurs belw 99.7% Availability 1 day f service fees credited (i.e., 1/30* mnthly fees) >4 t 48 aggregate hurs belw 99.7% Availability 2 days f services fees credited (i.e., 1/15* mnthly fees) >48 t 96 aggregate hurs belw 99.7% 5 days f service fees credited (i.e., 1/6* mnthly fees) Availability *Each blck f 96 hurs belw 99.7% Availability thereafter shall be credited 5 days f service fees. *All service credits shall be applied t the next perid s Managed Hsting fees. Enhanced Service Levels (99.9%): If Custmer meets the fllwing requirements, Custmer shall autmatically be entitled t 99.9% enhanced service levels. This means that the Availability f the Managed Hsting Services shall be calculated against a 99.9% targeted uptime rather than a 99.7% targeted uptime. All ther prvisins f the Standard Service Levels shall cntinue t apply. a. Custmer meets the requirements fr Standard Service Levels set frth abve; b. Custmer has Platinum Level Service r Diamnd Level Service; and c. Custmer is currently subscribed t Integratin and Custmizatin Maintenance (ICM) Service frm Blackbard Cnsulting fr supprting any SIS integratin between the Hsted Sftware and Custmer s student infrmatin system ( SIS ) that was cmpleted by Blackbard Cnsulting. Updated March 2016 Page 3 f 9

4 The enhanced service levels described herein apply nly t prductin envirnments and d nt apply t Staging Envirnments. Enhanced Service Levels (99.8%): If Custmer meets the fllwing requirements, Custmer shall autmatically be entitled t 99.8% enhanced service levels. This means that the Availability f the Managed Hsting Services shall be calculated against a 99.8% targeted uptime rather than a 99.7% targeted uptime. All ther prvisins f the Standard Service Levels shall cntinue t apply. a. Custmer meets the requirements fr Standard Service Levels set frth abve; and b. Custmer has Gld Level Service r Platinum Level Service r Diamnd Level Service. The enhanced service levels described herein apply nly t prductin envirnments and d nt apply t Staging Envirnments. If Custmer des nt have Platinum Level Service (n Blackbard Platinum Package) r Diamnd Level Service, the Availability/Service Credit des nt apply t the 7 calendar day perid fllwing the installatin f an applicatin pack, update r upgrade n the prductin envirnment because f the lack f Blackbard s full cntrl ver the upgrade prject management. Updated March 2016 Page 4 f 9

5 TERMS APPLICABLE TO BLACKBOARD BUSINESS CONTINUITY SERVICE (ADD-ON TO MANAGED HOSTING SERVICE) Belw are additinal terms and cnditins applicable t Custmer s purchase f Business Cntinuity Services. Definitins used but nt defined herein shall have the meanings ascribed t them in the Master Services Agreement r the applicable Order Frm between Custmer and Blackbard. The Business Cntinuity Service is a disaster recvery service prvided by Blackbard via which Blackbard will cause the Hsted Sftware t cme n line at an alternate prcessing lcatin when Custmer s primary managed hsting Service experiences a Disaster. a. Upn implementatin f the Business Cntinuity Service, Blackbard will prvide Custmer with a detailed cmmunicatins plan in the event f a Disaster. b. In the event f a Disaster, Blackbard will cntact Custmer and, if requested, use cmmercially reasnable effrts t bring up the backup site in accrdance with the RTO and RPO. Except in the case f an Excusable Event, Blackbard will use cmmercially reasnable effrts t ensure that Custmer s Authrized End Users can access the Hsted Sftware during the Disaster Perid in substantially the same fashin as if n such Disaster had ccurred r is ccurring. c. Fllwing the end f any Disaster Perid, Blackbard will restre Custmer s prductin site. Blackbard may, in its discretin, use the back-up site as Custmer s new prductin site and use the site that experienced the just-ended Disaster as the back-up site fr future Disasters. d. At Custmer s request, Blackbard will make available a detailed data backup time and date reprt. e. If requested by Custmer, Blackbard will als perfrm a disaster recvery test nce a year at a time crdinated with Custmer in rder t ensure the readiness f the Business Cntinuity Service. f. In the case f an Excusable Event affecting the Disaster recvery site, Blackbard shall, during the perid such Excusable Event is ccurring, be temprarily relieved f its bligatins t prvide the Business Cntinuity Service and t meet the RPO and RTO. Blackbard shall resume prvisin f the Business Cntinuity Service as sn as reasnably practicable after cessatin f the Excusable Event. Definitins: a. Disaster means an event r circumstance causing a catastrphic failure at r affecting the site at which the Hsted Sftware is hsted which causes the Hsted Sftware t be unavailable, including withut limitatin, acts r missins f gvernment r military authrity, acts f Gd, materials shrtages, transprtatin delays, fires, flds, labr disturbances, rits, wars, terrrist acts r inability t btain any apprval r authrizatin f any gvernment authrity. b. Disaster Perid means the perid during which a Disaster is ccurring. c. Recvery Pint Objective (RPO) means the maximum age f the mst recent cpy f the data. Unless separately agreed between Blackbard and Custmer, the RPO fr the Business Cntinuity Service is 24 hurs. d. Recvery Time Objective (RTO) means the time it takes frm Custmer s ntificatin f Blackbard f the lss f the business functin f the primary hsting site t the time the Blackbard applicatin becmes available t Authrized End Users. Unless separately agreed between Blackbard and Custmer, the RTO fr the Business Cntinuity Service is 12 hurs. Service Credits: a. If Blackbard fails t meet the RTO and/r RPO, Blackbard will issue service credits t Custmer t be applied against future Business Cntinuity Service fees. Such service credits shall be Custmer s sle remedy fr failure t meet the applicable RTO and/r RPO. In rder t receive any service credit, Custmer must ntify Blackbard within seven (7) days frm the time Custmer becmes eligible t receive a service credit. Failure t cmply with this requirement will frfeit Custmer s right t receive a service credit. In rder t be eligible, Custmer must be in cmpliance with the Agreement including the cntracted Active User Capacity and strage quta, if any. b. Pssible service credits are as fllws: Length f Unavailability Greater than 0 hurs but less than r equal t 12 hurs beynd the guaranteed RTO and/r RPO Greater than 12 hurs but less than r equal t 24 hurs beynd the guaranteed RTO and/r RPO Greater than 24 hurs beynd the guaranteed RTO and/r RPO Service Credit 50% f annual Business Cntinuity Service fees credited 75% f annual Business Cntinuity Service fees credited 100% f annual Business Cntinuity Service fees credited c. All service credits shall be applied t the next perid s Business Cntinuity Service fees. Ttal service credits in any annual term are limited t the full amunt f the annual Business Cntinuity Service fees. d. The service credits referred t herein shall be Custmer s sle remedy, and Blackbard s sle bligatin, with respect t failures f the Business Cntinuity Service t meet the technical specificatins and perfrmance parameters set frth herein. Blackbard des nt warrant r guarantee the Business Cntinuity Service except as expressly stated herein. Updated March 2016 Page 5 f 9

6 BLACKBOARD LEARN MANAGED HOSTING PLANS Fllwing are the specificatins applicable t available Blackbard Learn managed hsting plans: + Blackbard Learn Managed Hsting Gld Engagement Plan: Includes: Prductin Envirnment 200GB f primary data strage (unless therwise stated n the Order Frm) 8000 Active Users (unless therwise stated n the Order Frm) Additinal strage and Active User capacity fr each slutin are separately charged + Blackbard Learn Managed Hsting Platinum Engagement Plan: Includes: Prductin Envirnment Test Envirnment Staging Envirnment (during majr update perids, see belw) Platinum Prject Manager (during majr update perids, see belw) 200GB f primary data strage (unless therwise stated n the Order Frm) 8000 Active Users (unless therwise stated n the Order Frm) Additinal strage and Active User capacity fr each slutin are separately charged The Platinum Prject Manager (PPM) is a practive relatinship manager whse primary gal is t manage technical change t the Custmer s Learn Managed Hsting service during majr updates. He/ she will prvide a single pint-fcntact at Blackbard fr such updates. Business Objectives f the PPM: 1. Management a. Central Pint f Cntact and Escalatin: The PPM will be the central pint-f-cntact within Blackbard during the majr update perid, lasting n lnger than three mnths per update with n mre than tw majr updates during a year term. b. Internal Blackbard Delivery Crdinatin: Crdinate with Blackbard Cnsulting Prject Management, Develpers, Custmer s technical supprt team, Clud Operatins, Engineering, and ther elements f Blackbard t deliver and manage Custmer s requirements during the update perids. c. Infrastructure and Sftware Update Management: Design and implement Managed Hsting envirnment testing and/r staging in crdinatin with Custmer as necessary fr testing and evaluatin. 2. Cmmunicatin a. Cntact: Available t authrized supprt cntacts thrugh a dedicated phne number/ / instant messenger (r ther cntact methd) fr day-t-day Managed Hsting envirnment update prject status reprting. b. Prject Cmmunicatin: Build pr-active, tw-way cmmunicatin prcesses in crdinatin with Custmer fr update prject management, supprt issue escalatin during the update prject perid, and ther cmmunicatin prcedures as necessary. c. Regular Reprting: Crdinate and facilitate regularly scheduled and ad-hc prject meetings related t the update prject. 3. Dcumentatin a. Update Prject Planning and Regular Status Reprting: Dcument update prject plans with milestnes, timelines, and resurce requirements. Prvide weekly updates t Custmer n status f the prject plan until the update has cmpleted successfully with the Custmer s apprval fr prject clsure. + Blackbard Learn Managed Hsting Diamnd 1 Engagement Plan: Includes: Prductin Envirnment Test Envirnment Staging Envirnment Service Delivery Team Resurces 10 hurs average utilizatin per week 200GB f primary data strage (unless therwise stated n the Order Frm) 8000 Active Users (unless therwise stated n the Order Frm) Additinal strage and Active User capacity fr each slutin are separately charged Service Delivery Team Resurces Service Delivery Team cnsists f Service Delivery Manager (SDM) and Service Delivery Engineer (SDE) resurces dedicated t select Managed Hsting clients. Includes mnthly utilizatin f Service Delivery Team staff resurces at an average f 10 hurs per week. Updated March 2016 Page 6 f 9

7 Custmer will receive (1) a named SDM resurce assigned t Custmer respnsible fr the management, cmmunicatin and dcumentatin respnsibilities utlined belw and (2) a named SDE resurce fr premium level f supprt. The Service Delivery Team will prvide mnthly utilizatin reprt t Custmer, prviding aggregate team resurce cnsumptin time detail. Rles and respnsibilities f the SDM will primarily fall under the fllwing three bjectives: management, cmmunicatin and dcumentatin. A. Management Plan and prject manage Custmer s hsted infrastructure implementatin, grwth, and planned and reactive changes. T meet this bjective, the SDM s tasks may include, but nt be limited t, the fllwing: Central Pint f Cntact and Escalatin: The SDM will be the central pint-f-cntact within Blackbard Client Supprt and maintain day-t-day knwledge f all plans, activities, and status f prjects and issues invlving Custmer s hsted envirnment and act as a crdinatr within Blackbard fr all peratinal and supprt issues n Blackbard prducts that Custmer wns. Infrastructure Management: Plan and manage prjects invlving Custmer s envirnment fr scalability, ptimal perfrmance, and grwth in crdinatin with Custmer and all elements within Blackbard Internal Blackbard Delivery Crdinatin: Crdinate with Tier-1 Supprt Team, SDE resurces, Clud Operatins and Engineering, Blackbard Cnsulting Prject Management and ther elements f Blackbard as needed t deliver and manage Custmer s requirements Supprt Activities: Manage supprt activities with hsted Blackbard applicatins and infrastructure, leveraging Tier-1 team dedicated t Service Delivery Team and SDE resurces, including but nt limited t: Direct versight f ticket priritizatin and escalatin within Blackbard Risk assessment f supprt activities fcused n impact analysis and evaluatin based n updates and upgrades Infrastructure and Sftware Update Management: Design and implement Hsting testing and/r staging envirnments in crdinatin with Custmer as necessary fr testing and evaluatin purpses. Auditing: Regularly cnduct systems audit and analysis n Custmer s envirnment s perfrmance and utilizatin fr practive mnitring, infrastructure management, frecasting and reprting purpses Custmer Business Planning Integratin: Keep master schedule f Custmer s academic activities and key events/milestnes. Cmmunicate t entire Blackbard Team n critical events n the calendar. B. Cmmunicatin - Build and execute business prcesses fr cmmunicatin and Custmer supprt (with a special fcus n prviding transparency and visibility int the purchased services and change management). T meet this bjective, the SDM s tasks may include, but nt be limited t, the fllwing: Cntact: Be available t Custmer s Systems Administratrs and Operatins staff thrugh a dedicated phne number/ /instant messenger (r ther cntact methd) fr day-t-day Managed Hsting supprt requests and status reprting Prject Cmmunicatin: Build tw-way cmmunicatin prcesses in crdinatin with Custmer fr prject management, supprt issue review and escalatin, and ther cmmunicatin prcedures as necessary Regular Reprting: Crdinate and facilitate regularly scheduled (weekly r mnthly r quarterly) and ad-hc prject and status update meetings Channel Management: Mdify and update cmmunicatin prcesses and channels as deemed necessary Dcumentatin - Dcument and reprt n Custmer s hsted envirnment, prject status, escalatin issues, and ther Custmerwned Blackbard prducts. Cmplete and thrugh dcumentatin will be a key aspect f meeting the management and cmmunicatins bjectives f the Service Delivery Team. As such, the SDM will prvide the fllwing dcuments during the life f the relatinship between the SDM and Custmer: Operatins and Plans: Develp detailed dcuments including escalatin prcess, Operatins Handbk, infrastructure verview and implementatin plans Regular Status Reprting: Dcument and prvide weekly reprts n all prject plans and updates, and pst-meeting (cnference calls) minutes t Custmer Mnthly Reprting: Dcument and prvide mnthly updated reprts t Custmer n items including but nt limited t actual perfrmance metrics against Service Level Agreement (SLA) requirements, mnthly utilizatin rate f the Service Delivery Team resurces, system utilizatin infrmatin and ther relevant materials. Service Delivery Team will make best effrt t custmize the mnthly reprts per Custmer s preferences. Change Management/Status (I): Prvide timely and detailed reprts f planned Managed Hsting envirnment changes; planned r unplanned service utages, r degradatin f services; and issue reslutin reprts Change Management/Status (II): Dcument and cmmunicate any prcedural changes that regulate the flw f updates t the prductin Managed Hsting envirnment SLA Perfrmance Reprting/Analysis: Specifically against cntractual SLA requirements, prvide mnthly reprts n system utilizatin and perfrmance, including hst latency graphs, user activities summaries, and systems perfrmance analysis. Gal will be t develp, mutually with Custmer, a standard set f reprting fr verall systems perfrmance and management. + Blackbard Learn Managed Hsting Diamnd 2 Engagement Plan: Includes all features f Diamnd 1 Engagement plan, with the additin f: Additinal 10 hurs/week f Service Deliver Team Resurces fr a ttal f 20 hurs/week average utilizatin rate Updated March 2016 Page 7 f 9

8 OpenDB Reprting Server Envirnment + Blackbard Learn Managed Hsting Diamnd 3 Engagement Plan: Includes all features f Diamnd 1 Engagement plan, with the additin f: Additinal 20 hurs/week f Service Delivery Team Resurces fr a ttal f 40 hurs/week average utilizatin rate Annual system perfrmance evaluatin via a lad testing exercise Updated March 2016 Page 8 f 9

9 BLACKBOARD LEARN MANAGED HOSTING ENVIRONMENT DETAILS The fllwing details apply t the envirnments available fr the Learn managed hsting plans ffered by Blackbard: + Blackbard Learn Managed Hsting Prductin Envirnment Prductin Envirnment Installatin f Blackbard Learn sftware within Blackbard-managed prductin infrastructure scaled t supprt an average wrklad equal t licensed Active User capacity and data strage Subject t Latency and Availability Service Credits + Blackbard Learn Managed Hsting Staging Envirnment Nn-Prductin Staging Envirnment Installatin f Blackbard Learn sftware within Blackbard s prductin infrastructure Staging Envirnments are designed t allw Custmer t test changes befre applying them t the Prductin Envirnment. Staging Envirnments are nt designed, recmmended, r supprted t deliver prductin wrklads. The Staging Envirnment is nt designed t fully replicate r clne the prductin envirnment in terms f infrastructure r verall capacity. On Custmer s request, Blackbard will update the Staging Envirnment with a cpy f data frm the Prductin Envirnment up t fur times per year, r fr Platinum Engagement Plan custmers as needed in direct supprt f system upgrade testing 99.7% Availability guarantee applies fr all Staging Envirnments, except in the case f a disaster + Blackbard Learn Managed Hsting Test Envirnment Nn-Prductin Test Envirnment Installatin f Blackbard Learn sftware within Blackbard s nn-prductin infrastructure scaled t supprt nly a minimal wrklad and data strage capacity. Test Envirnments are designed t allw Custmers t explre new Learn sftware and cnfiguratin settings in a nn-prductin envirnment. They are nt designed t replicate the Prductin Envirnment in terms f physical infrastructure r data set. This Nn-Prductin Envirnment is nt designed t fully replicate r clne the Prductin Envirnment infrastructure. Therefre, it des nt necessarily meet all f the Service Level specificatins, and des nt qualify fr Service Level guarantees r service credits + Blackbard Learn Managed Hsting OpenDB Reprting Server Envirnment Nn-Prductin Open Database (OpenDB) Reprting Server The Prductin Envirnment database will be replicated t the OpenDB Reprting Server Envirnment daily, r at lesser frequency if requested by Custmer OpenDB Reprting Server Envirnments are nt designed r prvisined t be used fr Prductin purpses Includes a single database accunt with read-nly access t the full Learn OpenDB database schema. Access t peratinal areas f the Learn database may be restricted where required fr security cmpliance. Access t the OpenDB envirnment will be limited by netwrk restrictin t a specific set f IP addresses prvided by the Custmer Cntent files submitted int the system (e.g. Wrd dcuments and PwerPint files) are nt cannt be queried This Nn-Prductin Envirnment is nt designed t fully replicate r clne the Prductin Envirnment infrastructure. Therefre, it des nt necessarily meet all f the Service Level specificatins, and des nt qualify fr Service Level guarantees r service credits Updated March 2016 Page 9 f 9