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MILLER <br />Exhibit B <br />SERVICE LEVEL AGREEMENT <br />This eSOPH Service Level Agreement ("SLA") is part of a Master Software License and Services <br />Agreement (the "Master Agreement") by and between Miller Mendel, Inc. ("MMI") and the entity identified as <br />a Client therein ("Client"). <br />1. DEFINITIONS. Except for the terms defined below, all initially capitalized terms used in this SLA will <br />have the meanings described within the body of this SLA. Capitalized terms used but not defined herein have the <br />meanings given to them in the Master Agreement. As used herein, the following terms have the following <br />meanings: <br />"Available" or "Availability" means that the eSOPH System is: (a) available and accessible for use via <br />the web -based interface provided by MMI, provided that Client has an operational Internet connection and all <br />compatible hardware and software, including web browsers, required to access and use the eSOPH System; and <br />(b) functioning in substantial compliance with the Master Agreement and the Documentation. <br />"Defect" means a failure of eSOPH System to substantially conform to the functional specifications set <br />forth in the Master Agreement or the Documentation. <br />"Documentation" means any training materials, product descriptions, technical descriptions, flow charts, <br />or other written or other tangible documentation provided or made available to Client by MMI that describes or <br />depicts the functionality of the eSOPH System. <br />"Service Credit" means a credit or refund issued pursuant to Section 3.2 of this SLA for failure to meet <br />the Availability standards set forth in this SLA. <br />"Software Fees" means fees paid for Entries, licensing fees for access to the eSOPH System, and any <br />fees paid for maintenance and support allocable to a given calendar month. Such fees that are paid on an annual <br />basis shall be pro -rated (e.g,, fees paid for a 1 year License Term shall be divided by 12 to determine the monthly <br />amount) Software Fees allocable to a given month. Software Fees excludes fees paid for professional services <br />(e.g., training, customization, set-up, or installation) and fees paid for corrective work outside the scope of the <br />Support Services described in Section 2 of this SLA. <br />"Support Request" means a written request for resolution of a Defect submitted by Client to MMI. <br />"Support Services" means the support and maintenance services described in Section 2 of this SLA. <br />2. SUPPORT SERVICES <br />2.1 Scope of Support Services. MMI shall provide the following services (the "Support Services") <br />with respect to the eSOPH System: <br />2.11 MMI will use its commercially reasonable efforts to: (i) maintain the eSOPH System so <br />that it operates without Defects; (ii) host and make the eSOPH System Available at all times excluding Scheduled <br />Downtime; and (iii) cure or minimize the adverse impact of any Defect as soon as is reasonably practicable after <br />such Defect is reported in accordance with this SLA. <br />2.1.2 Subject to Client's maintaining suitable environments and systems that are compatible, <br />MMI shall provide, install, and implement, as they become available, any bug fixes of the eSOPH System that are <br />provided by MMI free of additional charge to all licensees of the eSOPH System. <br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 16 OP 20 <br />Version: April 12, 2017 <br />