Terms & Conditions

These Standard Terms of Engagement (“Standard Terms”) apply to all engagements undertaken and Services provided by The Worthwhile Company, Inc (“Worthwhile”). These Standard Terms are effective for all customers as of April 1, 2020.

 

Billing and Payment


1. Weekly Billing. Unless some other arrangement has been agreed upon with the Customer, Worthwhile will bill weekly for services and expenses. Each week, Worthwhile will provide an invoice to Customer via email to a Customer-designated address (by default the email address of the Customer-Designated Contact). The work performed by Worthwhile on behalf of the Customer will be described in the weekly invoice.

If the Customer has put a credit card on file with Worthwhile, then Customer hereby authorizes Worthwhile to debit the amount described in the invoice upon issuance. Otherwise:

•  Payments by check may be made out to “The Worthwhile Company,” should reference an invoice number or date, and should be mailed or delivered to:

The Worthwhile Company, Inc.
7 South Laurens Street
Suite 200
Greenville, SC 29601

•  Payments by credit card may be submitted via our website at https://my.freshbooks.com.

•  Payments via wire transfer may be submitted by contacting us for wiring instructions at Customerservice@Worthwhile.com.

Payment of each invoice is due upon receipt. A surcharge of one and a half percent will be applied each month to all amounts overdue, including fees, starting 30 days after the invoice is sent to the Customer.

2. Expenses. Third-party expenses, including mark-up and surcharge for the cost of carrying the charge until payment is made by the Customer will appear on the Customer’s bill. The Customer may be asked to pay directly certain larger expenses that are invoiced by third-parties for services obtained for the Customer’s account.

3. Standard Rates. In the absence of a specific agreement otherwise, Worthwhile’s standard service and consulting rates (the “Standard Rates”) apply to all Services provided by Worthwhile, including Customer-Requested Services. Worthwhile’s Standard Rates are as follows:

Service NameRate
Tier 1 Services, per hour
Such as professional or support services
$180.00
Tier 2 Services, per hour
Such as senior professional resources, consulting services or expedited support services
$250.00
Tier 3 Services, per hour
Such as for service level response times within 8 business hours, or executive level consulting services
$300.00
Tier 4 Services, per hour
Such as for service level response times within 1 business hour
$500.00

4. Estimates. Any estimate of fees, costs, or time that we may have discussed is just an estimate for use in planning purposes. We will make every good-faith effort to keep the Customer apprised of any changes in Worthwhile’s estimates due to changed circumstances or new information. The Customer is still responsible for full payment, regardless of any estimates given.

 

Customer Relationship


1. Customer-Designated Contact. The Customer will designate a primary contact for the relationship with Worthwhile, and may designate other contacts for particular Statement of Works (“SOW”) or Continuous Innovation Subscriptions (“CIS”) (the “Customer-Designated Contacts”). Worthwhile will make a good-faith effort to communicate as broadly and completely as is appropriate for each matter, but Worthwhile reserves the right to request confirmation of any changes in the scope of any Services with the appropriate Customer-Designated Contact. Worthwhile will keep Customer informed of significant developments in the Services, and will consult with the appropriate Customer-Designated Contact in advance of taking any major actions.

2. Customer Responsibilities. Worthwhile’s Software Development Lifecycle (“SDLC”) is based on brief but focused Customer involvement to limit the burden on Customer time. The SDLC depends on Sponsor Users to validate key design points during directed cognitive walkthroughs of Prototypes, and expects the Customer to promptly review and approve or reject Design Artifacts at key Quality Phase Gates during the Design stage. The Customer and Sponsor Users are also expected to attend a directed User Acceptance Testing exercise during the Build stage. Customer agrees to cooperate with Worthwhile by providing accurate, timely, and relevant information needed for Worthwhile’s performance of the Services. The Customer-Designated Contacts speak for the Customer relative to the Services identified. Failure to promptly and fully cooperate with Worthwhile may result in delays or penalties as laid out in these Standard Terms or in specific SOWs or CISs.

Worthwhile’s SLDC leverages Worthwhile Design Thinking, agile development processes, and a set of modern practices that combines software development and information-technology operations which aims to shorten the systems development life cycle and provide continuous delivery with high software quality (“DevOps”). This process is how Worthwhile manages risk in software development towards success for Customer’s initiatives. Worthwhile’s SLDC deliberately uses design processes early and throughout the SDLC to increase certainty and reduce or eliminate expensive code rework, resulting in faster overall delivery velocity. Worthwhile’s SDLC uses Design-Build-Run loops.

2.1. Design Stage. The Design Stage is focused on working collaboratively on Initiative Ideation all the way to Prototypes and Build Plans for Customer approval. This is accomplished through:

2.1.1. Hills and Roadmap. This phase is centered on a Design Thinking Workshop where Worthwhile works with Customer to identify the Who / What / Wow Experience Hills that Worthwhile and Customer will use to keep the teams aligned throughout the Design-Build-Run loop. These Hills statements serve many purposes in the process. They define the requirements and critical success factors for scope, and later will frame the User Acceptance Testing. At the end of an Iteration, realizing the Wows theorized in the design defines success. Once Worthwhile has collected this information, Worthwhile holds an internal workshop to refine and place these Hills on a Roadmap. At the end of this phase, Worthwhile will conduct a formal Playback and provide the Deliverables that must be accepted by Customer at this time. These will include a Draft Roadmap that allows Worthwhile to narrow the focus for research to a “now” scope, and a first look at a Service Architecture Diagram, Persona List, Capacity and Service Management Requirements. All of these documents are subject to revision after research is completed in the next phase.

2.1.2. Needs and Research. This phase will focus on the “now” scope of the Roadmap as agreed to by the Customer, and identify all of the user needs that underlie the Hills as well as questions and assumptions for Research. Once Worthwhile has identified these things, Worthwhile will build a research plan and conduct user research. This research is likely to include Interviews and/or Contextual Inquiries with Sponsor Users and Academic research of reference materials. Once the research has been completed and documented, Worthwhile will conduct another formal playback and provide the Deliverables that must be accepted by the customer at this time. These will include the Draft Needs Statements, Research Findings, a Finalized Roadmap with experience hills in the Now section that define the scope of the remaining design and build work for this iteration, a list of Personas that will be users of the system, and the Service Management requirements.

2.1.3. Prototyping and Validation. This phase will see Worthwhile develop User Stories, and create Prototypes that can show our Sponsor Users how some of those key user Needs would be met by the system. Depending on the level of risk involved with the design Worthwhile may start with very low fidelity Prototypes (paper and pencil) and then move to mid-fidelity static images that show style and navigation, and in extreme cases Worthwhile may even create pseudo-functional Prototypes that implement small sets of functionality for review. In cases where design represents a minimal risk Worthwhile typically does only mid-fidelity prototyping and conducts only a single cognitive walkthrough with Sponsor Users. After Worthwhile has conducted cognitive walkthroughs of the key user Needs with our Sponsor Users, Worthwhile will make adjustments to the design based on Worthwhile’s and Sponsor Users’ observations, and finalize all of the design documentation. At the end of this phase Worthwhile will have the final Design Playback and provide the Deliverables that must be accepted by the customer at this time. These will include a final set of Needs Statements and User Stories, the Service Architecture Diagram with “now” and “future” specifications, Design Prototypes, Open API Specifications, a Build Task List and Schedule for Integration and User Acceptance Testing.

2.2. Build and Test Stage. The Build and Test Stage consists of three phases:

2.2.1. Code and Testing. During this phase Worthwhile will implement the functionality defined in the Design Prototypes and supporting documentation and create the Unit Testing that verifies that each of the components can function properly in isolation.

As new UI/UX functionality comes on-line Worthwhile may conduct additional cognitive walkthroughs with Sponsor Users to validate minor functions that were not covered during Design validation or which could not be adequately validated in the Prototypes.

2.2.2. Integration Testing. During this phase Worthwhile will create the testing necessary to support a robust software quality assurance process. The Needs Statements approved after research will serve as the checklist for all Integration Testing, which will validate that the needs can be met as documented in the User Stories.

Browsers: Worthwhile will test a sample of the most popular browsers. To determine our selection, Worthwhile will choose at launch for each browser vendor the lowest version number that has at least 2.5% market usage. As of January 2020, that includes Chrome 78 or higher, Firefox 72 or higher, Safari 13 or higher, Edge18 or higher (Source:http://www.w3schools.com/browsers/). (Note: this does not include any version of Internet Explorer or Opera) Worthwhile reserves the right to review these statistics during testing and determine the correct browser versions at that time.

2.2.3. User Acceptance Testing. During this phase Worthwhile will conduct User Acceptance Testing which will validate with our Sponsor Users that the Wows can be accomplished by completing the related Needs and User Stories as agreed to in the Prototype and other design documents. The acceptance process for various Deliverables is handled through testing procedures, including Integration Testing or user testing performed by Customer. Significant time and resources may be required by Customer in order to accomplish testing within the timeframes provided. Customer commits to investing resources to fully test Deliverables when presented to the Customer in order to reduce issues during the support period.

2.3. Run Stage. The Run stage consists of three phases:

2.3.1. Provisioning. During this phase Worthwhile will deploy the product either within Customer’s IT environment or on a set of Worthwhile Managed cloud based servers. Worthwhile typically prefers to deploy a containerized solution utilizing Docker and Kubernetes, and will coordinate with Customer’s on-site IT department as needed for local deployments.

2.3.2. Onboarding. During this phase Worthwhile will walk through the functionality defined in the Design Prototypes and supporting documentation with Customer-Designated Contacts to onboard the new Experience Hills. Customer-Designated Contacts will be responsible for all user onboarding activities unless otherwise outlined within the agreed upon Experience Hills of the delivery Iteration.

2.3.3. Observing. Worthwhile will work with Customer to oversee implementation, observing how the users interact with the system to see if any significant changes are needed in the next Design-Build-Run iteration. This phase also includes the shift to a Managed Hosting Agreement that includes items like monitoring of the solution, and issue response at a negotiated Service Level.

2.3.3.1. Incident Management Process. Worthwhile’s Incident Management Process is intended to manage the lifecycle of all Incidents (“unplanned interruptions or reductions in quality of IT services”). The primary objective of this ITIL process is to restore “normal” service operations as quickly as possible, minimizing adverse impact on business operations or Customer’s user. This is often accomplished by applying temporary solutions. Incidents that require more work are then submitted as a Problem Statement into the Problem Management Process.

Incident Reporting

The Customer-Designated Contact will report an Incident to the Worthwhile Designated-Contact with the following information in an email:

•  Incident Name. A way to refer to the incident.

•  Description. A narrative of how the problem happens with enough detail for Worthwhile to recreate the behavior.

•  Screen Shots of any error messages or invalid data.

•  Classification (Functional, Error, Security or Stability)

•  For Functional problems, include the Need, Story or Wow that is not met.

•  For Error problems, include the context, error message, and audience that are appropriate for responding to the error condition.

•  For Security problems, include the data that is exposed and how it is exposed.

•  For Stability problems, include the Incidents that were caused by this Defect.

2.3.3.2. Problem Management Process. Worthwhile’s Problem Management Process aims to manage the lifecycle of all Problems. The primary objectives of this ITIL process are to prevent Incidents from happening, and to minimize the impact of incidents that cannot be prevented. Proactive Problem Management analyzes Incident Records, and uses data collected by other IT Service Management processes to identify trends or significant Problems. Once a Problem has been identified and diagnosed, it becomes a ”Known Error“. If possible, Problem Management will provide a Workaround—a temporary solution that can be used for dealing with related Incidents. Known Errors are then handled in the Enhancement Management Process.

2.3.3.3. Enhancement Management Process. In the event that Customer wishes to change the Worthwhile Services within a SOW or CIS, Customer will provide to Worthwhile the requested change (“New Experience Request”). These will be expressed in Experience Hills and added to the Roadmap for evaluation during the next iteration of the Design Stage.

2.3.3.4. Intermediate Feedback. Worthwhile may present intermediate work products that are not formal Deliverables for review. These intermediate work products could include content such as User Stories, content recommendations, Prototypes, preliminary versions of upcoming Deliverables, and more. These intermediate work products are not subject to the revisions process, but are provided to maintain close alignment between Worthwhile’s efforts and Customer’s goals. Worthwhile may set feedback deadlines for review of these intermediate work products in order to ensure that the project can be delivered and accepted in a timely manner.

3. Short-Timeline Deliveries. At times, Worthwhile may need quick feedback and/or acceptance in order to meet Customer’s goals. Worthwhile will make every effort to communicate with the Customer-Designated Contacts regarding any short timelines needed to keep work on schedule for delivery. Missing short-timeline feedback deadlines may result in work delay, work being moved to a later iteration or work being stalled.

4. Acceptance Process. The following Acceptance Process will be used for all Deliverables:

•  Worthwhile will provide Customer with the specific Deliverable, as defined by the SOW, Customer Request, by a user experience expressed in a Hill Statement within a CIS, or as part of a Quality Phase Gate in a Stage.

•  Customer will review the Deliverable and promptly notify Worthwhile whether the Deliverable is satisfactorily complete, as defined by the SOW or Hill Statement. If Customer does not provide feedback regarding the Deliverable, then it will be deemed accepted after the feedback deadline has passed, which is the longer of 1) five business days, 2) another agreed feedback timeline as set forth in the SOW or CIS.

•  In the event Customer deems the Deliverable to be unsatisfactory, Customer will inform Worthwhile of the deficiencies in writing and Worthwhile will remedy the Deliverables to remove the deficiencies.

 

Standard Policies and Procedures


1. Worthwhile Employee and Company Standards. Worthwhile takes pride in its employees and expects high standards of professional and ethical conduct. Worthwhile also maintains policies guiding expected behavior and processes, including standard background checks for all new employees, the maintenance of a drug-free workplace, privacy and data protection standards, and nondiscrimination policies that meet or exceed those required by law.

2. Branding and Trademarks. Any branding, re-branding, logo design, or other activity involving the creation or launching of any trademark or service mark, such services do not include trademark or service mark search, clearance search, infringement search or other such legal services. The responsibility for securing such legal services falls solely with Customer.

3. Website Legal Text. Software or Website design, creation or development does not include drafting any legal or policy documents, such as Terms and Conditions, Privacy Policies, or Sales and Return Policies. The responsibility for securing legal services to create these documents falls solely with Customer.

4. Search Engine Optimization. In the event that Customer requests Worthwhile to undertake search engine optimization (SEO), Worthwhile cannot guarantee specific placement within a particular search engine. The SEO process reacts to the modifications and performance parameters of the search engines themselves, for which Worthwhile has no control. Due to the competitive nature and constant altering of the search engines, Worthwhile cannot guarantee that any achieved rankings will last for any period of time or will be consistent for each search performed. Placement and admission to search engines can take in excess of 16 weeks.

5. Alternative Languages. Unless explicitly stated in a SOW or CIS, Worthwhile’s products, services, websites, support, and other Deliverables will all be provided in English only. Providing support, content, or material in other languages is subject to a separate agreement and may have additional third-party costs needed for translation, internationalization, and localization.

6. Accessibility under the ADA and §508 Compliance. Worthwhile applies best practices to improve accessibility and ADA compliance. But aside from these best practices, Worthwhile does not provide, without a specific and separate engagement, any guarantee that any interfaces included in your project comply with the Americans with Disabilities Act or §508 of the Rehabilitation Act of 1973. It is your responsibility to determine the extent to which §508 applies to your company and to request in writing the appropriate accommodations needed for any human interfaces be ADA or §508 compliant.

7. Retention of Documents and Customer Material. Following termination of our engagement, any otherwise non-public information that the Customer has supplied to us will be archived and kept confidential. Upon the Customer’s written request, the Customer’s papers and property will be destroyed or returned to the Customer promptly upon receipt of payment for all outstanding fees and expenses, unless otherwise required by law. The loading and destruction of regular backup files may be subject to a per-hour fee at our standard consulting rates. Our own files pertaining to the engagement will be retained by Worthwhile in accordance with our normal policies. All records and files will be retained and disposed of in compliance with our policy in effect from time to time without further notice to the Customer. Subject to future changes, it is our current policy generally not to retain records relating to an engagement for more than one year.

8. Use of Open Source. Worthwhile uses Open Source software in its Deliverables and Services. “Open Source” means any software that is subject to a license certified as Open Source by the Open Source Initiative (https://opensource.org/), or listed as Free Software licenses by the Free Software Foundation (https://www.gnu.org/). Worthwhile Deliverables are all provided to the Customer in a manner compliant with all third-party licenses, including Open Source licenses. Further compliance with third party licenses, including Open Source licenses, is Customer’s responsibility.

9. Consent to Describe Engagement. Worthwhile may, without disclosing any Confidential Information, describe to prospective and current clients its engagement with the Customer, including the types of projects undertaken and the results obtained.

 

Security and Data Protection


1. Security Vulnerability Reporting. To get in touch with Worthwhile security personnel or to report security vulnerabilities, send an email to security@worthwhile.com. The PGP key for sending encrypted email to that address may be requested by contacting Worthwhile.

2. Disclosure of Vulnerabilities. Worthwhile is dedicated to prompt and responsible disclosure of vulnerabilities. In the event of a security vulnerability, Worthwhile will: a) identify and fix the vulnerability; b) apply any needed fixes to systems under its control or to which it has lawful access; c) communicate the vulnerability information and fix to affected Customers; and d) disclose the vulnerability publicly, including the fix, as soon as Customer data is secure. Worthwhile will also apply the same process to any vulnerabilities found in its own infrastructure.

3. Data Protection Principles. Worthwhile understands that it may come into contact with protected and private data, including protected personal information. Worthwhile maintains appropriate confidentiality with regard to all Customer data, and uses it only in conjunction with the following principles:

•  Customer data is only processed fairly and lawfully;

•  Customer data is obtained only for specific, lawful purposes;

•  Customer data is not be held for any longer than necessary;

•  Customer data is processed in accordance with the rights of data subjects;

•  Customer data is protected in appropriate ways;

•  Customer data is not transferred outside national boundaries without approval of the Customer in the project plan;

•  Customer data is only accessed by those who need it for their work;

•  Customer data is not shared or transported informally.

Worthwhile does not direct the acquisition or use of Customer Data and has no ability to determine if any provided Customer data is accurate. Customer is solely responsible for compliance with appropriate laws regarding its collection and use of data. If Customer makes it known in writing to Worthwhile that particular restrictions apply to the use, storage, transfer, or processing of particular data, Worthwhile will comply with Customer’s written request.

Unless specified otherwise in a SOW or CIS, any data sets provided by Customer, and any machine learning or “artificial intelligence” models created using data sets provided by Customer during the course of the engagement with the Customer remain proprietary to the Customer. For the avoidance of doubt, any data sets created by Worthwhile, and any models created using public domain or Worthwhile-created data sets are the property of Worthwhile and applicable to Worthwhile’s standard non-exclusive license to Customer.

4. Worthwhile Data Protection Policies. Worthwhile applies the following policies to all Customer data:

•  Worthwhile maintains appropriate encryption of all Customer data, both on disk and in transit;

•  Worthwhile employees are required to stay up to date on security practices, including the use of strong passwords;

•  Worthwhile’s computer systems are protected with appropriate security software and network rules.

5. Compliance with Law. Worthwhile will only disclose Customer data pursuant to a court order, subpoena, or other lawful request.

6. Data Protection Officer. Worthwhile’s Data Protection Officer may be reached at privacy@worthwhile.com.

 

Continuous Innovation Subscription (“CIS”)


1. Rate Plans. In the absence of a specific agreement otherwise, Worthwhile’s Standard Rate Plans (the “Standard Rate Plans”) apply to all Continuous Innovation Subscriptions provided by Worthwhile. Worthwhile’s Standard Rate Plans are as follows:

Subscription LevelTermsRate
WalkMonthly; auto renewal; subscription can be cancelled with a 90 days notice$8,333.33
RunMonthly; auto renewal; subscription can be cancelled with a 60 days notice$12,500.00
FlyMonthly; auto renewal; subscription can be cancelled with a 30 days notice$25,000.00
Fly at Mach 1Monthly; auto renewal; subscription can be cancelled with a 90 days notice$40,000.00
Fly at Mach 2Monthly; auto renewal; subscription can be cancelled with a 180 days notice$55,000.00
Fly at Mach 3Monthly; auto renewal; subscription can be cancelled with a 360 days notice$70,000.00

 

Hosting


1. Plan Limits. Worthwhile provides services based on expected use under our existing rate plans. If at any time it is determined that an individual’s usage of system resources is beyond what is expected, we reserve the right to upgrade you to a plan that more accurately reflects your usage or refuse service.

2. Rate Plans. In the absence of a specific agreement otherwise, Worthwhile’s Standard Rate Plans (the “Standard Rate Plans”) apply to all Hosting Services provided by Worthwhile. Worthwhile’s Standard Rate Plans, based on 12-months commitments, are as follows:

Service NameHosting PackageRate
Hosting - (per site, per month)Unmanaged.micro.basic$50.00
Hosting - (per site, per month)Unmanaged.medium.extended$200.00
Hosting - (per site, per month)Unmanaged.xlarge.basic$400.00
Hosting - (per site, per month)Managed.medium.basic$100.00
Hosting - (per site, per month), incl. Standard SSL certificate and Domain Name Registration and Management (per domain, per month)Managed.medium.basic.plus$120.00
Hosting - (per site, per month)Managed.large.basic$150.00
Hosting - (per site, per month)Managed.cluster.basic$200.00
Standard SSL Certificate - Certificate Setup, Hosting and Maintenance (per certificate, per year)Any$200.00
Wildcard SSL Certificate - Certificate Setup, Hosting and Maintenance (per certificate, per year)Any$300.00
Domain Name - Registration and Management (per domain, per year)Any$40.00
Domain Name - Availability Watch (per domain, per year)Any$50.00
Additional Server Storage - Per additional 10GB or part thereof (per month)Any$2.00
Additional Data Transfer Bandwidth - Per additional 10GB or part thereof (per month)Any$2.00
Additional IP Address (per IP Address, per month)Any$5.00
Reconnection Fee (per Occurrence)Any$100.00

Month-to-month terms are available at a 25% surcharge.

3. Inappropriate Use of Resources. The following are considered to be inappropriate email uses and may subject a user to termination:

•  Harassment of individuals or groups of individuals for any reason;

•  The dissemination of illegal or harmful material.

4. Web Page Content. If a page housed on Worthwhile’s servers is deemed to be inappropriate or disruptive by Worthwhile, access to such page may be suspended until the user removes or changes the page. Worthwhile will, in its sole discretion, make the determination of what is inappropriate or disruptive.

5. Copyright Infringement. Worthwhile is committed to complying with U.S. copyright law. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright law have been infringed on the Internet. Under the DMCA, copyright owners may contact the authorized agent of an Internet service provider to report alleged infringements of their protected works appearing on Web pages hosted by the service provider. Upon receipt of a properly filed complaint satisfying the requirements of the DMCA, Worthwhile will remove or block access to the allegedly infringing material hosted by Worthwhile. If you believe in good faith that a notice of copyright infringement has been wrongly filed, you may submit a counter-notice to Worthwhile. Customers who are the subject of a DMCA notification that meets the below criteria may be subject to account termination at Worthwhile’s sole discretion. Worthwhile will not be a party to disputes over alleged copyright infringement.

If you believe that your copyrights have been infringed, or if a notice of copyright infringement has been filed against you, we advise that you seek legal counsel. We are providing the following information to you for informational purposes only.

5a. Notification of Claimed Copyright Infringement. If you believe that a Web page or other material hosted by Worthwhile is violating your rights under U.S. copyright law, you may file a complaint of such claimed infringement with Worthwhile’s designated agent in the manner described below.

By Mail:
The Worthwhile Company, Inc.
7 South Laurens St
Suite 200
Greenville, SC 29601

By Email:
customerservice@worthwhile.com

For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement:

•  A physical or electronic signature of a person authorized to act on behalf of the copyright owner;

•  Identification of the copyrighted work claimed to have been infringed;

•  Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit Worthwhile to locate the material;

•  Information reasonably sufficient to permit Worthwhile and/or another service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;

•  A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

•  A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(For more details on the information required for valid DMCA notification, see 17 U.S.C. 512(c)(3).)
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys' fees.

5b. Counter-Notification Procedures. After receiving a notification of alleged infringement, Worthwhile will remove or disable access to the material hosted by Worthwhile that is claimed to be infringing or claimed to be the subject of infringing activity. At the same time, Worthwhile will provide the Customer with a copy of the notice. The Customer may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. Please be advised that you may be held liable for damages if you make material misrepresentations pursuant to federal law in the counter notification. When we receive a counter notification, we may reinstate the material in question.

To file a counter-notification, Customer must provide a written communication with Worthwhile’s designated agent in the manner described below.

By Mail:
The Worthwhile Company, Inc.
7 South Laurens St
Suite 200
Greenville, SC 29601

By Email:
customerservice@worthwhile.com

For your counter-notification to be valid under the DMCA, you must provide the following information:

•  Identify the material that Worthwhile has removed or to which Worthwhile has disabled access and the location at which the material appeared before it was removed or access to it was disabled;

•  Provide your name, postal address, telephone number, email address, and a statement that you consent to the jurisdiction of the Federal District Court for the district in which your address is located, or if your address is outside of the United States, and that you will accept service of process from the person who provided the initial notification of infringement or an agent of such person;

•  Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the removed material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”;

•  Sign the paper or affix an electronic or digital signature to the communication in a form reasonably acceptable to Worthwhile;

Upon receipt of a counter-notification in compliance with the DMCA, Worthwhile will provide the person who provided the initial notification of claimed infringement with a copy of the counter-notification promptly.

After receipt of the counter-notification, Worthwhile will generally replace the removed material and cease disabling access to it, unless Worthwhile’s designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order regarding the removed material.

 

Service and Consulting Packages


1. Standard Fees. In the absence of a specific agreement otherwise, Worthwhile’s standard service and consulting fees (the “Standard Fees”) apply. Worthwhile’s Standard Fees are as follows:

Service NameFee
Software Assurance (for solutions up to $100,000.00), per month$333.33
Software Assurance (for solutions greater than $100,000.00), per month4/12% of solution value

 

Service Level Objectives


1. Standard Fees. In the absence of a specific agreement otherwise, Worthwhile’s standard service and consulting fees (the “Standard Fees”) apply. Worthwhile’s Standard Fees are as follows:

Service NameFee
Service Request Level - Severity 4 (Problem Management);
up to 3 hours pre-approved; invoiced in 15 minutes increments; per hour
$180.00
Service Request Level - Severity 3 (Problem Management);
up to 3 hours pre-approved; invoiced in 15 minutes increments; per hour
$250.00
Service Request Level - Severity 2 (Incident Management);
up to 3 hours pre-approved; invoiced in 30 minutes increments; per hour
$300.00
Service Request Level - Severity 1 (Incident Management);
up to 3 hours pre-approved; invoiced in 1 hours increments; per hour
$500.00

2. Service Promise. Unless some other arrangement has been agreed upon with the Customer, Worthwhile does respond to Service Requests (Incident or Problem) on business days between 8:00am (EST) and 5:00pm (EST).

Worthwhile will acknowledge receipt of Service Request within 1 (one) business hour to 1 (one) business day, depending on the severity.

Worthwhile will assign resources to a Service Request within the following Service Levels:

•  Severity 1: Within 1 (one) business hour

•  Severity 2: Within 8 (eight) business hours

•  Severity 3: Within 3 (three) to 5 (five) business days

•  Severity 4: Within 7 (seven) to 10 (ten) business days

Once resources have been assigned, Worthwhile will communicate who is working on Customer’ issue and such work will begin at such time and continue until it has been resolved.

3. Customer Promise. Customer will submit Service Requests electronically at http://www.worthwhile.com/support.

With the submission of a Service Request, Customer chooses the severity level and thus the rate at which Worthwhile will charge for services and authorizes up to 3 (three) hours of effort for Worthwhile to research and address the request.

Should Customer require a purchase order to approve payment, Customer will submit the required purchase order number with the request.

With the submission of a Service Request, Customer acknowledges that the submitter is authorized to request this work on behalf of Customer and that Customer will pay for all charges incurred according to Worthwhile’s Standard Fees.

Customer promises to be responsive to Worthwhile inquiries to help Worthwhile resolve any service request in the most efficient way. Once Worthwhile assigns a resource to address Customer’ Service Request, Customer promises to provide requested information within the following time frames:

•  For severity 1 requests within 15 minutes

•  For severity 2 requests within 15 minutes

•  For severity 3 requests within 30 minutes

•  For severity 4 requests within 60 minutes

Should Customer be unreasonably unresponsive, then Worthwhile reserves the right to schedule the continuation of the remaining work for a later time. This will not reduce the hourly fees being charged for the work.

 

Disputes and Warranties


1. Dispute Resolution Process. The following Dispute Resolution Process applies to any Service, Deliverable, or other claim arising under any agreement between Worthwhile and a Customer:

•  As a prerequisite to filing any action under this Agreement, a party wishing to raise a dispute must provide written notice and a disclosure of the basic facts and circumstances necessary to understand the dispute to the other party. The parties will then engage in good faith discussion and efforts to resolve the dispute, including a 30-day cure period extendable by agreement of both parties.

•  If the parties fail to resolve the dispute through good faith two party discussion, the dispute is then submitted for non-binding mediation before a neutral third party, to be chosen jointly by the parties. The mediation shall be conducted and administered by the American Arbitration Association (AAA) under its mediation rules. The costs of any mediator shall be borne by the party requesting mediation.

2. Warranties. Unless otherwise specified, the Services and any accepted Deliverables in any SOW or CIS are provided as-is and with all faults, without any representation or warranty of any kind, either express or implied, including without limitation any representations or endorsements regarding the use of, the results of, or performance of the services, its appropriateness, accuracy, reliability, fitness for purpose, or correctness. The entire risk as to the use of this product is assumed by Customer.

 

Updates to Standard Terms


1. Revision Procedure. Worthwhile’s Standard Terms may be updated from time to time by posting an updated copy on Worthwhile’s website, by providing an updated copy to a Customer, or both. Note that Worthwhile typically updates its Standard Terms, including its Standard Rates, once a year in January. Requests for new Services or the continuation of Services by the Customer indicates acceptance of the updated Standard Terms.

2. Effect of Revisions. Revisions to Worthwhile’s Standard Terms do not affect the agreed-upon prices in a SOW or CIS unless the SOW or CIS itself defines the prices relative to Worthwhile’s Standard Terms.

 

Definitions


Any capitalized terms not defined herein are given the meaning assigned to them in Worthwhile’s Master Services Agreement.

1. Vocabulary. It is essential to have a solid shared vocabulary when working together. This list of terms provides a definition of what the term means.

•  Big Idea. A good Big Idea casts a strategic vision of a future that is enabled by a particular technology initiative.

•  Business Case. A defensible explanation of the reasoning and calculations behind a specific potential financial benefit of taking some action, or the potential financial costs of inaction.

•  Capacity Plan. A set of statements that describe the various aspects of application scale (such as Registered Users, Concurrent Users, Data Retention, etc.) and what the planned growth of those metrics will be over the next one and three years.

•  Defect. An instance where an application is not functioning properly. Defects have the following categories:

•  Functional - The system is not functioning as designed by preventing a User Story from being completed, a Need from being met, or a Wow from happening.

•  Error - The system reports an error message at an inappropriate time or to an inappropriate audience.

•  Security - The system potentially exposes Sensitive Personal Information to an unauthorized individual.

•  Stability - A Defect that is identified as the root-cause of crashes or slow response times.

•  Enhancement. A new Experience Hill that will add new Wows to the design.

•  Experience Hill. A requirement, success criteria and meaningful outcomes for a user of the system (“Stakeholder”).

•  Iteration. A single execution of Worthwhile’s Design-Build-Run loop. At the beginning of an iteration Worthwhile and Customer build a Roadmap and focus on the “now” experiences. At the end of the loop Worthwhile and Customer revisit the Roadmap, assess new Experience Hills that were identified during the Build and Run Phases as well as the Core and More sections of the Roadmap, make any adjustments necessary to create a revised Roadmap with a new “now” scope for the next Iteration.

•  Minimum Viable Product (“MVP”). An initial release level of functionality and visual style that provides enough value that it is worth using, but built in a very simple way so that its value is minimal.

•  Needs Statement. Something that a user needs to accomplish in support of an Experience Hill. Each Needs Statement will have a corresponding User Story and Automated Testing Script that validates the need is being met.

•  Open API Specification (“OAS”). The Open API Specification defines a standard, language-agnostic interface to RESTful APIs which allows both humans and computers to discover and understand the capabilities of the service without access to source code, or documentation. As a design document this represents the contract between the UI and API engineers and defines the models for the Data engineer.

•  Persona. A user type, typically identifies access control roles for Identity and Access Management RBAC (Role Based Access Control) features.

•  Problem Statement. A problem statement is a concise description of an issue to be addressed or a condition to be improved upon. It identifies the gap between the current (problem) state and desired (goal) state of a process or product.

•  Prototype. A visual representation that shows what the solution will look like, and complements the User Stories by showing what the User Story tells.

•  Research. Design Research can be classified as:

•  Reference Research which is the practice of compiling reference materials like standards, integration API documentation, customer processes, forms, checklists or other assets that may be needed for design;

•  Contextual Inquiries that seek to answer a set of questions by observing Sponsor Users in the act of doing something specific;

•  Interviews that seek to gather a broad range of information from a few key Sponsor Users in a structured way;

•  Surveys that seek to gather large amounts of data from a wide audience that can inform design.

•  Roadmap. A document that organizes well stated Experience Hills into those that Worthwhile is working on Now, the hills Worthwhile believes will need to be completed to reach a Core (or MVP) set of functionality, and those Worthwhile is keeping for possible future Enhancements.

•  Sensitive Personal Information (“SPI”). Sensitive Personal Information is defined as information that if lost, compromised, or disclosed could result in substantial harm, embarrassment, inconvenience, or unfairness to an individual.

•  Service Architecture Diagram (“SAD”). A Service Architecture Diagram shows the data stores, back-end services and front-end portals as well as integrations with external systems and between components.

•  Service Management. The Information Technology Infrastructure Library (“ITIL”) software operations practice of actively managing the availability, responsiveness, and recoverability of an application. Service Management processes encompass:

•  Service Level Objectives (“SLO”) that describe the desired availability, responsiveness and recoverability goals for an application or service. Typically expressed as “9’s” availability, stratified response time metrics, and disaster recovery time goals.

•  Service Level Indicators (“SLI”) that identify the exact metrics that are used to measure performance of a service against the SLOs for that service.

•  Service Level Agreements (“SLA”) that identify clear penalties that are to be paid for failing to comply with an SLO as measured by an SLI.

•  Capacity Requirements that identify key growth metrics that the system should be designed to support.

•  Recovery Requirements that identify disaster recovery process and requirements.

•  Note that not all applications will have SLA’s, but all should have SLO’s and SLI’s.

•  Stakeholder. Anyone that plays a role in the Wow of an Experience Hill.

•  Sponsor User. A real world user who experiments with Prototypes while the designers observe their usage.

•  User Story. A list of the individual steps a user will complete to meet a single Needs Statement.