This Terms and Conditions of Use is an agreement between Pacific Compensation Insurance Company (“PacificComp”) and the Policyholder or duly appointed representative of the Policyholder (“User”) authorized to use the electronic payroll submission and premium payment service (the “Online Service”) for electronic payroll processing. The Online Service is being provided through EasyPay upon execution of PacificComp Easy Pay Authorization Form referenced in paragraph 14 of these Terms and Conditions. By using or accessing the Online Service, User agrees to these Terms and Conditions of Use (the “Terms”). These Terms supplement and shall be in addition to the Instructions appearing on PacificComp’s standard Payroll Report Forms, and shall not alter or amend your other agreements with PacificComp. PacificComp reserves the right to amend these Terms upon notice by publication.
BY CLICKING “I AGREE” YOU ACKNOWLEDGE THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF YOUR ORGANIZATION, THAT YOU WILL ONLY ACCESS THE ONLINE SERVICE FROM THE UNITED STATES AND THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND THAT YOUR ORGANIZATION AGREES TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE, DO NOT CLICK “I AGREE” AND THEREFORE YOU WILL NOT BE PERMITTED TO USE THE ONLINE SERVICE.
1. Payroll Account. In order to access the Online Service, User shall provide certain specified insurance policy information. (Access via the Online Service in connection with a specific insurance policy is hereafter referred to as “Payroll Account”.) User shall designate a unique and valid electronic mail address to facilitate electronic communications between PacificComp and User concerning the Payroll Account. User shall maintain the electronic mail address for a period of not less than three (3) months from the date of the last use of the Online Service or notify PacificComp of a different valid electronic mail address to use for this purpose. By using the Payroll Account, User certifies that any payroll information provided via the Online Service accurately reflects employee classification codes and the total wages, salaries, and other compensation paid to all employees (including unlicensed contractors or contractors without workers’ compensation coverage) during the period covered. User acknowledges that submission of payroll information through the Payroll Account has the same force and effect as though the User signed in ink a paper version of the payroll report. User further acknowledges that WILLFUL MISCLASSIFICATION OF EMPLOYEES OR UNDERREPORTING OF PAYROLL IS A VIOLATION OF CALIFORNIA FRAUD STATUTES.
2. Policyholder Representations and Warranties. User represents, warrants and covenants that: (i) User is a policyholder or duly appointed representative of a policyholder authorized to use the Service for using the Payroll Account; (ii) User has not provided and shall provide no false or misleading information in connection with the Online Service or the Payroll Account; and (iii) any access to the Payroll Account is deemed to be with the consent of the User unless User promptly and without unreasonable delay advises PacificComp that access has been made to the Online Service or Payroll Account by an unauthorized individual.
3. Restrictions. User shall use the Online Service solely for lawful purposes and as reasonably relevant to User’s business. Access to the Online Service shall only be made through a web browser that complies with PacificComp’s standards, including but not limited to the use of a web browser that supports at least a 128-bit encryption standard. If the User is unable to access the Online Service due to any deviation or inconsistency of User’s web browser from PacificComp’s standards, PacificComp is under no obligation to modify or otherwise deviate its standards. PacificComp may in its sole discretion terminate User’s access to the Online Service at any time.
4. Electronic Communications. User agrees to receive from PacificComp electronic communications concerning its payroll and/or premium payments. Such communications may be sent to the electronic mail address designated by User in connection with its Payroll Account. User agrees all electronic communications regarding the activities on the Payroll Account serve solely as reminders and the absence of any electronic communication regarding the same does not relieve the User of its obligations regarding submission of payroll information and to make premium payments as specified in the insurance policy contract and/or endorsements.
5. Payment Authorization. User authorizes PacificComp to complete any debit or credit transaction (“Payment Transaction”) submitted by User via the Online Service by debiting the deposit account or, if applicable, charging the credit card account specified by User. (Deposit account and credit card account, where applicable, are referred to hereafter collectively as “Funding Account”.)
6. Transaction Confirmation. Upon User’s authorization of a Payment Transaction, PacificComp may issue a transaction reference number. Such reference number shall not constitute proof of the completion of the transaction absent a further written confirmation thereof by PacificComp. User acknowledges that a Payment Transaction may require several days to process without any delay by PacificComp, and User shall assume sole responsibility for submitting a payroll report and making the required premium payment to ensure completion of the Payment Transaction by any applicable due date of the premium payment. If User’s financial institution imposes limits on electronic transactions, User is solely responsible for being aware of and complying with those limitations.
7. Termination. PacificComp may terminate this Agreement at any time, with or without cause, by delivering written notice to PacificComp of such intent. Such notice shall specify the effective date of termination, which date shall not be more than ninety (90) days after the date of notice. In addition, this Agreement: (i) shall terminate automatically as of the effective date of termination, cancellation or expiration of remaining insurance coverage provided to Policyholder by PacificComp; (ii) may be terminated immediately by PacificComp upon Policyholder?s material breach of any of its obligations hereunder; or (iii) may be terminated by PacificComp, in its sole discretion, with or without cause upon thirty (30) days written notice to Policyholder. Termination of this Agreement shall terminate the license granted hereunder and PacificComp shall have the right, but not the obligation to immediately terminate the User passwords and Logon IDs and to prevent Company from further accessing the Online Service. Nothing in this Agreement shall be considered a waiver, modification, or amendment to any provisions of the Workers’ Compensation and Employer’s Liability Insurance Policy issued to Policyholder by PacificComp. Under the Insurance Policy, Part Six, Paragraph D, PacificComp may cancel the Policyholder’s policy for failure to make timely payments or failure to report payroll, or both, subject to the notice requirements set forth in Sections 676.8 and 677 of the California Insurance Code. PacificComp shall provide such notice through the United States Postal Service to the address shown in the Declarations page of Policyholder’s insurance policy.
8. Warranty Disclaimer. PACIFICCOMP PROVIDES THE SERVICE “AS IS” AND WITHOUT ANY WARRANTY THAT THE USE THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE. PACIFICCOMP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9. Limitation of Liability. PACIFICCOMP SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT LOSS, OR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR TREBLE DAMAGES ARISING FROM OR RELATING TO USE OF THE SERVICE, OR ACTIONS TAKEN AS A RESULT OF INFORMATION OBTAINED FROM OR CONCERNING THE SERVICE, INCLUDING ANY LOSS ARISING FROM MALFUNCTIONS OR INTERRUPTIONS, ERRONEOUS DEBIT TRANSACTIONS INITIATED IN GOOD FAITH BY PACIFICCOMP, PROBLEMS WITH INTERNET SERVICE PROVIDERS, THIRD PARTY ACTIONS INCLUDING UNAUTHORIZED ACCESS TO THE PAYROLL OR FUNDING ACCOUNT THROUGH NO FAULT OF PACIFICCOMP, OR OTHER ELECTRONIC COMMUNICATION SYSTEMS PROBLEMS, DIFFICULTIES OR FAILURES, EVEN IF PACIFICCOMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL LIABILITY INCLUDING, WITHOUT LIMITATION, ACTIONS IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY, AND STRICT LIABILITY), AND TO DAMAGES ARISING FROM OR ATTRIBUTABLE TO THE FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF ANTICIPATED OR ACTUAL REVENUE OR PROFIT, LOSS OF DATA, LOSS OF CAPITAL, LOSS OF GOODWILL, AND DOWN TIME COSTS. IN THE EVENT OF AN ERRONEOUS DEBIT TRANSACTION, USER’S SOLE REMEDY SHALL BE A REFUND OF THE AMOUNT IN ERROR.
10. Indemnification. User shall defend, indemnify, protect, and hold harmless PacificComp, and its affiliates, partners, directors, officers, employees, agents, and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, costs, fees (including attorneys’ fees, court fees and expenses), liens, taxes, penalties, obligations, and expenses incurred or suffered, arising from User’s breach of these Terms or any alleged violation of any federal, state, or municipal law or ordinance.
11. Waiver. No waiver by PacificComp of a breach of any of these Terms shall be construed as a waiver of any other breach of the same or any other Term. No delay or failure by PacificComp in enforcing these Terms shall be deemed to be a waiver of any right hereunder.
12. Severability. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future law, and if the rights of PacificComp will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) these Terms will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and acceptable to PacificComp.
13. Governing Law & Forum. These Terms, and any disputes arising from them, or from any use of the Service, shall be governed by the laws of the State of California, including but not limited to the Uniform Electronic Transactions Act, without reference to the provisions concerning choice of law conflicts. Any dispute that arises under or relates to these Terms or the Service shall be resolved exclusively in a court of competent jurisdiction in Los Angeles County, California.
14. EasyPay Access Authorization Form. This Agreement requires the execution of the EasyPay Access Authorization Form in order to access the Online Service. No Online Service will be available to or provided to User without the execution of both agreements.
1. Overview. This PCIC Access Agreement (the “Agreement”) contains the terms and conditions that govern your organization’s use of the Policyholder’s Claims & Information Center (the “Online Service” or “PCIC”). The Online Service is a free value-added service for qualified organizations who continue to be insured by Pacific Compensation Insurance Company (“PacificComp”). The Online Service may be used by one or more Authorized Users (as defined in Section 5.2) of your organization in order to access your records in PacificComp’s insurance claims database (the “Database”) which may contain, among other things, certain information and data regarding your organization as well as certain information regarding your employees (e.g., name, address, date of claim, diagnosis, treatment, work restrictions, etc. as allowed by California Labor Code Section 3762) (altogether, “Data”). Your organization will be referred to hereinafter as “Company.”
2. Grant of License. Pursuant to the terms and conditions of this Agreement, PacificComp hereby grants to Company, and Company hereby accepts, a royalty-free, nonexclusive, nontransferable, revocable, restricted right and license to have Company’s Authorized Users access the Database and to download and print copies of the Data for Company’s internal, confidential use.
3. Required Hardware and Software. In order to access the Online Service, Company will need (a) a personal computer loaded with Microsoft Internet Explorer 6.2 or higher, (b) access to the Internet, and (c) a valid, nonpublic and password protected email address for each Authorized User. Company acknowledges and agrees that Company will be solely responsible for obtaining, configuring and maintaining, at Company’s sole cost and expense, the appropriate hardware and software to access the Online Service through PacificComp’s website and/or virtual private network (VPN).
4.1. Scheduled Maintenance. The Online Service is generally available 24/7/365, provided however, the Online Service may be unavailable during times of scheduled and emergency maintenance. PacificComp reserves the right to modify the availability of the Online Service and its scheduled maintenance as needed and at its sole discretion from time to time.
4.2. Format and Content. PacificComp may from time to time, and at its sole discretion, establish the format and the content of the Online Service and may at any time modify such format or content without notice to Company.
4.3. Account Errors. Company will notify PacificComp by email (email@example.com) of any errors, discrepancies, or unauthorized activity Company discovers.
5. Conditions and Limitations of Use.
5.1. Access; Right to Monitor. Company represents and warrants that the Online Service shall not be accessed by or made available to users other than Company’s Authorized Users and that the Data disclosed therein shall be used in compliance with all government laws and regulations and without violation of any person’s rights (including, without limitation, any rights to privacy) or causing personal injury to any person (including, without limitation, defamation, libel or emotional distress). In addition, the Authorized Users shall not attempt to access any Data that does not relate, does not describe, and has not been stored in the Database in connection with Company. Company acknowledges and agrees that PacificComp shall have the right to monitor and record Company’s access and use of the Database at any time without notice to Company.
5.2. Authorized Users. As used herein, “Authorized Users” means the Executive Administrator and additional employees or agents of Company who are authorized by the Executive Administrator, pursuant to Exhibit A of the Authorization Form and Access Agreement, to access and use the Online Service. Company is solely responsible for assuring the appropriateness of each Authorized User, as well as notifying PacificComp by email (firstname.lastname@example.org) of any addition, change or deletion of access to the Online Service.
5.3. Executive Administrator. As used herein, “Executive Administrator” means the individual to whom PacificComp has sent and who thereafter successfully completed the Authorization Form. The Executive Administrator shall be PacificComp’s main point of contact and shall be responsible for monitoring the Company’s activity, use of the Online Service, safeguarding the Logon ID’s and passwords issued to the Company and for notifying PacificComp by email (email@example.com) of additions, changes and/or deletions to the Authorized User list. The Company may request to change the designated Executive Administrator by notifying PacificComp by email.
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6.1. Passwords. To help protect the Database from unauthorized access, PacificComp requires each Authorized User to input his or her Logon ID and alphanumeric password before such Authorized User can gain access to the Online Service. In order to protect the security of the Database, PacificComp may request, from time to time (e.g., once every three months), that each Authorized User change his or her password. If an Authorized User attempts to logon to the Online Service with either an expired or incorrect Logon ID or password, upon the third consecutive failed attempt, access to Company’s Online Service account will be automatically barred until such time as the Executive Administrator contacts PacificComp and PacificComp and Company determine that it is safe to resume such access. The Authorized Users are required to keep their passwords and Logon IDs secure at all times. If at any time the Executive Administrator believes a password has been compromised, the Executive Administrator shall notify PacificComp by email (firstname.lastname@example.org) to change any or all of the Authorized User passwords and/or Logon ID’s. Authorized Users will be assigned a default password that must be changed on first logon to the Online Service. When changing the password the Authorized User should pick a non-obvious password that mixes at least six or more numbers and letters. In addition, PacificComp requests that the Authorized Users not divulge their password or Logon ID’s to anyone. PacificComp will never ask for a password in an unsolicited phone call or email. Authorized Users should always remember to log out of their account at the end of an Authorized User session by clicking the Log Out button on the top right navigation bar, and to close their browser window whenever they leave their computer. This is to ensure that others cannot access the Database, because an Authorized User’s computer may be accessible to others or used in a shared setting. If the Online Service is not utilized for a certain period of time after being logged into by an Authorized User, PacificComp reserves the right to cause the Authorized User’s connection with the Online Service to time out. In such case, the Authorized User will need to once again log on to access the Online Services. Ultimately, Company is responsible for maintaining the security and secrecy of its passwords, account information and Authorized User list.
6.2. SSL Encryption. To help protect the integrity of the Data being transferred from PacificComp to Company over the Internet, PacificComp uses industry standard Secure Socket Layer (SSL) 128 bit encryption technology. This technology is not available outside the United States. As such, PacificComp requests that Company and Authorized Users only access the Online Services from within the United States. An Authorized User can check the security of Company’s connection to the Online Service by looking at the address in the Authorized User’s browser window. After an Authorized User has accessed a secure server protected by SSL, the first characters of the address will change from “http” to “https.” In addition, an icon of a locked padlock will appear in the bottom right hand corner of the browser window.
7. Ownership; Proprietary Notices.
7.1. Ownership. PacificComp shall retain all right, title, and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in the Online Service, the Database and Data (whether in print, machine-readable or visual form). Except for the license granted pursuant to this Agreement, Company shall not acquire any interest in the Online Service, Database, Data or any other services or materials, or any copies or portions thereof, provided by PacificComp pursuant to this Agreement.
7.2. Proprietary Notices. During Company’s use of the Online Service, PacificComp may display or otherwise provide notices regarding access to, use of, and ownership of the Online Service, Database and/or Data. Company shall not remove, alter or obscure any such notices on any print-outs, screen displays or copies thereof. Company shall not add any logos or other marks indicating origin or ownership of the Online Service, Database or Data to any of the forgoing displays, print-outs or copies thereof.
8. Records Retention Requirements. This Agreement and the obligations of PacificComp hereunder shall not substitute for, and shall not be deemed to satisfy, any legal or contractual obligations of Company regarding Company’s obligations for reporting and archiving insurance and patient data or any other obligations that Company may have to retain certain records or report certain information.
9. Disclaimer of Warranty. PACIFICCOMP DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ACCEPTS THE ONLINE SERVICES “AS IS” AND “AS AVAILABLE.”
10. Limitation Of Liability. COMPANY AGREES THAT THE ONLINE SERVICE IS MADE AVAILABLE ENTIRELY AT COMPANY’S OWN RISK. PACIFICCOMP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL,INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, DISCLOSURE OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OF OR RESULTING FROM USE OR MISUSE OF THE ONLINE SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE ONLINE SERVICE OR OTHERWISE ARISING OUT OF THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF PACIFICCOMP’S NEGLIGENCE OR OTHER FAULT OF PACIFICCOMP AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY.
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11. Indemnity. The Online Service is being provided by PacificComp to Company as a free additional service. Company agrees that Company shall be solely responsible for any and all liabilities arising from Company’s (including without limitation Company’s employees, ex-employees, agents or persons listed on the Authorized User list) use or misuse of the Online Service and/or disclosure of any information (including without limitation the Data) obtained therefrom. Company agrees to hold PacificComp and PacificComp’s owners, directors, officers, employees, agents, attorneys, affiliates and sublicensees and each of their respective successors and assigns harmless from all damages, costs, expenses and other liabilities including, but not limited to, attorneys’ fees and expenses relating to any claim arising out of or resulting from access to the Database or use, misuse or disclosure of the Data.
12. Termination. Company may terminate this Agreement at any time, with or without cause, by delivering written notice to PacificComp of such intent. Such notice shall specify the effective date of termination, which date shall not be more than ninety (90) days after the date of notice. In addition, this Agreement: (i) shall terminate automatically as of the effective date of termination, cancellation or expiration of remaining insurance coverage provided to Company by PacificComp; (ii) may be terminated immediately by PacificComp upon Company’s material breach of any of its obligations hereunder; or (iii) may be terminated by PacificComp, in its sole discretion, with or without cause upon thirty (30) days written notice to Company. Termination of this Agreement shall terminate the license granted hereunder and PacificComp shall have the right, but not the obligation to immediately terminate the Authorized User passwords and Logon IDs and to prevent Company from further accessing the Online Service.
13.1. Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by Company without the prior written consent of PacificComp. PacificComp may assign this Agreement in whole or in part without prior notice to or consent of Company.
13.2. Notices. All notices, consents, requests, demands and other communications which are required or may be given hereunder shall be in writing and shall be deemed to have been duly given (i) upon receipt, if personally delivered or if sent by certified or registered mail, return receipt requested and (ii) the day after being sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express) or, if sent by telecopy. In each case, such notice shall be addressed to Company at the address on file with PacificComp and to PacificComp at: Pacific Compensation Insurance Company, P.O. Box 5042, Thousand Oaks, CA 91359, Attention: PCIC Administrator. Notwithstanding the foregoing, PacificComp may provide notices to Company electronically through the Executive Administrator’s email address on file with PacificComp or via the homepage of the Online Service and Company may provide certain notices to PacificComp via email if, and only to the extent, Company is expressly permitted under a separate provision of this Agreement.
13.3. Choice of Law. This Agreement shall be governed by the laws of the State of California as such laws are applied to contracts executed in and to be performed entirely within California by California residents. This means that California law will be applied to the interpretation of this Agreement even for non-California residences.
13.4. Arbitration. Any controversy, dispute or claim of any nature whatsoever, arising out of, in connection with or in relation to this Agreement, or otherwise involving any party hereto, including any claim based on contract, tort or statute that may lawfully be arbitrated, and including the issue of arbitrability of any such disputes, will be resolved by final and binding arbitration before a retired judge or justice at JAMS in Los Angeles, California. Any interim or final relief or award granted by the Arbitrator, including without limitation any provisional relief, may be enforced, and final judgment upon any award or decision rendered by the Arbitrator may be entered and enforced, by any state or federal court having jurisdiction.
13.5. Entire Agreement; Amendments. This Agreement along with the Authorization Form and any attachments thereto constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. Unless otherwise required by law, PacificComp may amend this Agreement without prior notice to Company. PacificComp will revise this Agreement from time to time to reflect these changes. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. BY CLICKING “I AGREE”, COMPANY EXPRESSLY CONSENTS TO AND AGREES TO BE BOUND BY EACH AND EVERY TERM AND CONDITION IN THIS AGREEMENT AND ALL OF LICENSEE’S OBLIGATIONS HEREUNDER.
Please note that by using this website, you are agreeing to the foregoing and to the following: (a) the information contained within UMS, and, except as otherwise provided for in your Producer Agreement, any information or data you enter into the UMS, is and/or shall become, as applicable, the property of Pacific Compensation Insurance Company (or its providers) and is protected to the fullest extent by laws governing copyright, trademark, and trade secrets; (b) your Company and the Administrator and authorized users will only use the UMS in connection with, and for the benefit of, Pacific Compensation Insurance Company; (c) individuals who access the UMS shall comply with any additional terms and conditions provided by Pacific Compensation Insurance Company (or its providers) in connection with such access; and (d) your Company acknowledges and agrees to these terms and shall be responsible for the Administrator’s or any authorized users’ compliance with, or failure to comply with, this letter.
Proper care must be taken at all times to limit access to and viewing of its contents. Due to these security concerns, we require that you and each authorized user at your Company use a secure individual password-protected Company e-mail address to receive information from us regarding the UMS.
Although we will not be responsible for monitoring your use of UMS or disclosure of any Logon IDs or passwords, we reserve the right to periodically audit your usage of the UMS and modify or terminate access to any authorized users at any time if we believe access is being abused.
You will periodically be notified when passwords are to be changed in accordance with the procedures of our UMS service provider. In addition, routine maintenance of the UMS may make the system unavailable at certain times. Currently, periodic maintenance is scheduled for Wednesdays between the hours of 6:00 pm and 8:00 pm Pacific Time. Additional improvements to the functionality of the UMS may also periodically affect the availability of the system.