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EXHIBIT 2
<br />SAAS SERVICES SCHEDULE
<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 />rPprPSPntaflvp% of fhP Part1PC hPrPhy PSPrijtp fhix SaaS SpmirPS SrhPd111P to hP PffPfM1vP a% of the CommPnrPmPnf Date, a5 clPflnPd in the Order
<br />Document.
<br />DEFINITIONS
<br />Additional defined teens specific to this Schedule,
<br />"Frror a material failure of a hosted MRI Software to conform to its
<br />Functinnal Specifirations that n reported by Client to and rephrahle by
<br />MRI.
<br />"Malicious Code: computer viruses, worms, time bombs. Trojan horses
<br />and outer harmful or maUuous code, tiles, script, agenls 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 fat the
<br />first twclvr (12) month%of any Rrnrwal Troll %hall fir providrd by MRI
<br />in writing no less than ninety (90) days ptiut to the end of the Initial
<br />Term at 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 />AgienucuL end shall be deemed given upun detivcty by C1icIA Lu MRI.
<br />If Client takes no action to renew prior to the end of the teen, the
<br />Agreement shall expire. For the purposes of the pricing notice in this
<br />Section, email or first-class snail will suffice. The Initial Terin and
<br />Renewal Tel 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 MaStct Agreement -
<br />Sections 1 and 2 hereof and the Surviving provisions of the Master
<br />Agreernenf shall survive expirelion or Ienninellon or Ihis SClledolP.
<br />Upon termination of the SaaS Services, and provided Client is not in
<br />breach at any Of its obligations under the Agreement, MRI wit[. Upon
<br />Client's written request and payment of the applicable fees, provide a
<br />backup copy of Client's Data (a then -decent fee schedule wit[ be
<br />provided upon requP%t)_
<br />3. GRANT OF USE
<br />Subject to the timely payment of the applicable fees, the tern), of this
<br />Schedule and the Master Agreement, MRI grants to Client, for the Term,
<br />the rigrt, to access and use the SaaS Services, as nuae fully described in
<br />the Order Document, solely for Client's internal business purposes. Such
<br />access and use is subject to the terns of the Master Agreement,
<br />in Eluding without limitation [Ile risuticlian5 sel forth in Section 6.2 of
<br />the Master Agreement.
<br />SaaS Services purchased may be accessed by or used Lo manage no more
<br />than the numbrr of Liernsc Mririr% sprcifird in fir Order Documrrll.
<br />Additional License Metrics may be purchased under an additional Order
<br />Document at [he pricing in ellecl at the lime [he additional License
<br />McfrIC% an- added, pnrraWd for the armmnder of thr then -current
<br />Tcrm. The added License Metrics shall have the same term as the then
<br />applicable Term. Unless stated otherwise in the Order Document, fees
<br />arc haled on Services and License MOTHCc pile IIAsed and Uof actual
<br />usage.
<br />4. SERVICES
<br />4.1 SaaS Environment. Clicnt is solely responsible for obtaining
<br />and maintaining at its own expense, all equipment needed to access the
<br />saas Services, i11CIUding Wl not limited to Client Internet ACC-es5.
<br />4.2 SaaS Service Availability. MRI shall use conlnlcleally
<br />reasonable efforts to make the SaaS Services available twenty-four (24)
<br />hours a day, seven (7) days a week, except fur: (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 limitatiun, 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 />starrdmd main Lcnance vinduws and any other rrminlcnance 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 Lhc SooS
<br />Service, implement security measures, or address any other issues it
<br />deems appropriate for the continued operation of the SaaS
<br />Service. Cticnt Error IntidcnL Is dcfillcd as any SaaS SL'r Vlt L
<br />unavailability related to Client's applications, Client Data, or Client's
<br />equipment, or the acts or ornissions of any user oI 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 />recornrnended by MRI's vendors, (hat is perforrned ouLside of Scheduled
<br />Maintenance.
<br />Client acknowledges that MRI does not control the transfer of data over
<br />telecorneuoleatlUM 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 surh Services. Client acknowledges
<br />further that. the SaaS Services may be subjecL to liniitaLiuns, delays, and
<br />Other problems inherent in the use of the internet and electronic
<br />COmmOnications. 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 tees, MRI will provide to
<br />Cleft the Mahltenance and Support serVlCeS tot the MaLltenance 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 />fhc Irvcl of SCrV1C,'x ordered. MRI shall manage and install all Updau>s
<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 fuLue Programs or functionaUly- 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 Iiecnsots; fill a tc[casc fur which MalntCnaoeC and Support has been
<br />discontinued; (in) Software used other than in accordance with the
<br />Dort mentation; (iv) dmrrepanrier. that do not significantly impair or
<br />affect Lhc operatiun of Lhc SaaS Servites; (v) ally sy,Lern, Of prugratru
<br />not Supplied by MRI; or (vi) Configurations.
<br />Client: Housi ip tI1O hure City of Santa Ana MRI Confidenti9 _ 39 8'100fzlp
<br />
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