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modified or refined unless amended by both Parties under a written and signed amendment. The <br />issuance of any additional terms and conditions by either Party hereto included with pu r chase <br />orde rs or other documents are null and void. In the event of any conflict between these General <br />Terms and Conditions and a provision of any Schedule, the provision of the Schedule w ill control, <br />but only with respect to the subject matter of the Schedule. <br />27 . Service Level Agreement and Software Support <br />The Services provided by MERIDIAN under this agreement are bound by the Service Level Agreement <br />(SLA) as described herein. In the case of an SLA violation, the respective remedies described herein <br />will apply. The SLA penalty applicable in any given month is subject to a total cumulative penalty cap <br />of 10% of the current month 's hosting service fees ("Service Credits"). <br />Any Service Credits due under this agreement will be credited promptly but in no event later than the <br />quarter following the calculation of the Service Credit. <br />MERIDIAN will be provided a ramp up period of ninety (90) days from software Go Live (Production <br />go live date) before any SLA re quirements and subsequent remedies go into effect. <br />System Availability: will mean, with respect to any particular calenda r month , the ratio obtained by <br />subtracting Unscheduled Downtime during such month from the total time (measured in minutes) <br />during such month, and thereafter d ividing the difference so obtained by the total time during such <br />month. Represented algebraically, System Availability for any particular calendar month is determined <br />as follows: <br />(Total Monthly T ime -Unscheduled Downtime } System Availabi lity = Total Month ly Time <br />Note: "Tota l Monthly Time" is deemed to include all minutes in the relevant calendar month excluding <br />minutes of downtime caused by Scheduled Downtime , only to the extent such minutes are included <br />within the Subscription Agreement Term. <br />MERIDIAN wil l undertake commercially reasonable measures to ensure that System Availabi lity <br />equals or exceeds 99. 70 % during each calendar month . MERIDIAN will undertake commercially <br />reasonable measures to notify CLI ENT in advance of Scheduled Downtime. The timing of Scheduled <br />Downtime is subject to change at MERIDIAN's sole discretion. <br />Measurement and Reports : MERIDIAN will monitor System Availability metrics on an ongoing basis. <br />All measurements of System Availability will be calculated on a monthly basis for each cale ndar month <br />during the term of this agreement. MERIDIAN shall provide the System Ava ilability report to CLIENT , <br />on an as required basis, when requested by CLIENT. This report will con ta in performance metrics <br />Saas Agreement: Multi-Tenant meridianks.com   <br />  <br />City Council 14 – 21 8/5/2025