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EXHIBIT A <br />SERVICE LEVEL AGREEMENT <br />This Service Level Agreement ( "SLA ") is designed to set forth the service level guarantees offered by MMC <br />to Customers who subscribe to MMC's Subscription Services. This SLA establishes the service levels and procedures <br />for Customers to receive service credits where MMC does not meet the appropriate guarantee. The commitments set <br />forth in this SLA are intended to establish the level of services described more fully in the Agreement and Addendum. <br />This SLA does not create or expand any warranties contained in the Application Service Provider Services <br />Agreement. In the event of any conflict between the terms hereof and the terms of the Application Service Provider <br />Services Agreement, the terms of the Application Service Provider Services Agreement shall control. <br />1. Force Majeure <br />Customer expressly recognizes that network outages and connectivity outages may occur due to <br />circumstances beyond MMC's control. MMC shall be relieved of its applicable obligations under this Service Level <br />Agreement for failures due to telephony outages, Customer network outages, power outages, acts of God, malicious <br />acts of third parties, and other failures in connectivity or access beyond MMC's control. <br />2. Availability Guarantee <br />Effective as of the effective date of each applicable Addendum, the Subscription Services shall be available <br />to Customer twenty -four hours per day, seven days per week, three hundred and sixty -five days per year (240065), <br />excluding MMC Scheduled Maintenance. Customer's FOB shall be active and able to provide access codes for the <br />Subscription Services 24x7x365. At any time that Customer is unable to access the Subscription Services, excluding <br />MMC Scheduled Maintenance, ( "Availability Failure ") Customer shall be credited the applicable Fee for the affected <br />Service for one day worth of Service for any Availability Failure during that day ( "Credit "). Determination of an <br />Availability Failure shall begin immediately upon Customer's report of such Availability Failure to MMC <br />Subscription Services Support. Upon receipt of a report of an Availability Failure, MMC shall determine the cause <br />therefore and report the same to Customer. In the event that MMC is unable to determine the cause of the Availability <br />Failure within thirty (30) days of the report therefore, MMC shall credit Customer's account as if MMC were <br />responsible for the Availability Failure. <br />3. Data Loading Guarantee <br />MMC shall process, load, and make available via the Subscription Services the Customer Data provided to <br />MMC in accordance with the Application Service Provider Services Agreement and the applicable Addendum, as <br />appropriate. All Customer Data shall be loaded accurately and in a timely manner. In the event that MMC is unable <br />to make Customer Data available to Customer in accordance with the time periods specified in the Agreement or <br />applicable Addendum ( "Loading Failure "), Customer shall receive credit for Subscription Services on a one -to -one <br />slip for each day the Customer Data is unavailable (in addition to not being charged for those days during which the <br />Customer Data is unavailable). In the event that Customer determines that Customer Data available through the <br />Subscription Services in invalid, incorrect, or incorrectly processed ( "Data Failure "), Customer shall receive one day's <br />Credit for each day until the Customer Data is corrected. Upon receipt of a report from Customer of a Data Failure, <br />MMC shall determine the cause therefore and report the same to Customer. In the event that MMC is unable to <br />determine the cause of the Data Failure within thirty (30) days of the report therefore, MMC shall credit Customer's <br />account as if MMC were responsible for the Data Failure. In the event that MMC determines that the Data Failure <br />was a result of incorrect or corrupted data provided by Customer to MMC, no credit shall be issued for the Data <br />Failure, however, MMC shall correct the Data Failure free of charge to Customer. <br />4. Credits <br />The aggregate total Credits in any one month shall not exceed Customer's Fee for the affected Subscription <br />Service for that month, as determined by prorating Customer's Annual Fee. Credits for multiple failures in any one <br />day shall not exceed the prorated charges for that day and Customer may not aggregate separate failure incidents in a <br />single day to obtain more than one day's Credits (i.e. — an Availability Failure and a Data Failure both occurring in the <br />same day shall result in only one Credit for that day.). <br />MMC Services Agreement Page 27 <br />