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<br /> <br /> <br /> <br />Client: Housing Authority of the City of Santa Ana MRI Confidential Page 7 of 10 <br /> <br /> <br />SAAS SERVICES SCHEDULE <br /> <br />This SaaS Services Schedule is entered into between MRI Software LLC (“MRI”) and the Client named in the Order Document, and the authorized <br />representatives of the Parties hereby execute this SaaS Services Schedule to be effective as of the Commencement Date, as defined in the Order <br />Document. <br />__________________________________________________________________________________________________________________ <br /> <br />1. DEFINITIONS <br />Additional defined terms specific to this Schedule: <br />“Error”: a material failure of a hosted MRI Software to conform to its <br />Functional Specifications that is reported by Client to and replicable by <br />MRI. <br />“Malicious Code: computer viruses, worms, time bombs, Trojan horses <br />and other harmful or malicious code, files, scripts, agents or programs. <br />2. TERM; RENEWAL; TERMINATION. <br />2.1 Term and Renewal. SaaS Services commence on the <br />Commencement Date and shall continue for the term set forth in the <br />Agreement. For all Renewal Terms, Client shall be required to migrate <br />to the then latest Upgrade of the hosted Software. The pricing for the <br />first twelve (12) months of any Renewal Term shall be provided by MRI <br />in writing no less than ninety (90) days prior to the end of the Initial <br />Term or any Renewal Term. Notice to renew the Initial Term or any <br />Renewal Term shall be given in accordance with section 9 of the <br />Agreement and shall be deemed given upon delivery by Client to MRI. <br />If Client takes no action to renew prior to the end of the term, the <br />Agreement shall expire. For the purposes of the pricing notice in this <br />Section, email or first-class mail will suffice. The Initial Term and <br />Renewal Terms are collectively referred to as the “Term”. <br />2.2 Termination. This Schedule may be terminated for cause by <br />either Party in accordance with Section 9 of the Master Agreement. <br />Sections 1 and 2 hereof and the surviving provisions of the Master <br />Agreement shall survive expiration or termination of this Schedule. <br />Upon termination of the SaaS Services, and provided Client is not in <br />breach of any of its obligations under the Agreement, MRI will, upon <br />Client’s written request and payment of the applicable fees, provide a <br />backup copy of Client’s Data (a then-current fee schedule will be <br />provided upon request). <br />3. GRANT OF USE <br />Subject to the timely payment of the applicable fees, the terms of this <br />Schedule and the Master Agreement, MRI grants to Client, for the Term, <br />the right to access and use the SaaS Services, as more fully described in <br />the Order Document, solely for Client’s internal business purposes. Such <br />access and use is subject to the terms of the Master Agreement, <br />including without limitation the restrictions set forth in Section 6.2 of <br />the Master Agreement. <br />SaaS Services purchased may be accessed by or used to manage no more <br />than the number of License Metrics specified in the Order Document. <br />Additional License Metrics may be purchased under an additional Order <br />Document at the pricing in effect at the time the additional License <br />Metrics are added, prorated for the remainder of the then-current <br />Term. The added License Metrics shall have the same term as the then <br />applicable Term. Unless stated otherwise in the Order Document, fees <br />are based on Services and License Metrics purchased and not actual <br />usage. <br />4. SERVICES <br />4.1 SaaS Environment. Client is solely responsible for obtaining <br />and maintaining at its own expense, all equipment needed to access the <br />SaaS Services, including but not limited to Client’s Internet access. <br />4.2 SaaS Service Availability. MRI shall use commercially <br />reasonable efforts to make the SaaS Services available twenty-four (24) <br />hours a day, seven (7) days a week, except for: (a) Scheduled <br />Maintenance; (b) Client Error Incidents; (c) Emergency Maintenance; (d) <br />any unavailability caused by circumstances beyond MRI’s reasonable <br />control, including without limitation, Force Majeure Events; and (e) <br />Internet service provider failures or delays. Scheduled Maintenance is <br />defined as any maintenance performed during MRI’s then-current <br />standard maintenance windows and any other maintenance of which <br />Client is given at least forty-eight (48) hours advance notice. MRI may <br />perform maintenance on some or all of the SaaS Service in order to <br />upgrade hardware or software that operates or supports the SaaS <br />Service, implement security measures, or address any other issues it <br />deems appropriate for the continued operation of the SaaS <br />Service. Client Error Incident is defined as any SaaS Service <br />unavailability related to Client’s applications, Client Data, or Client’s <br />equipment, or the acts or omissions of any user of the SaaS Service. <br />Emergency Maintenance means downtime of the SaaS Service due to the <br />application of urgent patches or fixes, or other urgent maintenance, <br />recommended by MRI’s vendors, that is performed outside of Scheduled <br />Maintenance. <br />Client acknowledges that MRI does not control the transfer of data over <br />telecommunications facilities, including the Internet. MRI does not <br />warrant secure operation of the SaaS Services or that it will be able to <br />prevent third party disruptions of such Services. Client acknowledges <br />further that the SaaS Services may be subject to limitations, delays, and <br />other problems inherent in the use of the internet and electronic <br />communications. MRI is not responsible for any delays, delivery <br />failures, or other damage resulting from such problems. <br />4.3 Maintenance and Support Services. Subject to Client’s <br />timely payment of applicable SaaS Services fees, MRI will provide to <br />Client the Maintenance and Support services for the Maintenance and <br />Support plan indicated in the Order Document, under MRI’s Maintenance <br />and Support policies in effect at the time the Services are provided for <br />the level of Services ordered. MRI shall manage and install all Updates <br />and Upgrades of the hosted Software. <br />Updates are provided when and if available, and MRI is under no <br />obligation to develop any future programs or functionality. MRI is under <br />no obligation to provide Maintenance and Support with respect to: (i) <br />Software that has been altered or modified by anyone other than MRI or <br />its licensors; (ii) a release for which Maintenance and Support has been <br />discontinued; (iii) Software used other than in accordance with the <br />Documentation; (iv) discrepancies that do not significantly impair or <br />affect the operation of the SaaS Services; (v) any systems or programs <br />not supplied by MRI; or (vi) Configurations. <br />EXHIBIT 2