CSA Ethosoft 09252020 - Laserfiche WebLink

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Consulting Services Agreement between City of San Leandro and Last revised 8/5/2020 Ethosoft, Inc. for Laboratory Information Management System Exhibit F– Page 5 of 9 applicable) at Ethosoft's then standard rates. The Client shall be responsible for paying charges for such additional help de sk support. 10.2 Ethosoft will provide The Client with copies of all Minor Enhancements at no additional cost to The Client. 10.3 Ethosoft will provide The Client with copies of all Major Enhancements at no additional cost to The Client. 10.4 To obtain Error correction services, The Client must notify Ethosoft immediately of any suspected Error and must provide Ethosoft with reasonable detail of the nature of and circumstances surrounding the Error. “Reasonable detail” includes comple te software, hardware and network configuration information as requested by Ethosoft. 10.5 Ethosoft may perform remote diagnostics to determine the existence and nature of an Error. 10.6 Ethosoft will make reasonable commercial efforts to correct and resolve Errors that The Client reports to Ethosoft and which Ethosoft is able to reproduce. The Client will promptly provide Ethosoft with all information requested by Ethosoft to reprod uce such Errors. For each such Error, Ethosoft will use reasonable commercial efforts to provide The Client with a workaround, a software patch or, if Ethosoft is unable to provide The Client with either of the foregoing, a specific action plan for addre ssing the Error, including a good faith estimate of the time required to correct and resolve su ch Error. 10.7 Ethosoft will use reasonable commercial efforts to communicate with The Client, by telephone, e-mail, fax or Ethosoft’ website regarding Errors that The Client reports to Ethosoft during the Support Times; for purposes of this Agreement, a "response" means Ethosoft' acknowledgment of an Error, and does not necessarily mean that a resolution will be achieved. 10.8 Notwithstanding anything to the contrary elsewhere in this Agreement, Ethosoft will have no obligation to provide any su pport services to The Client if: (a) Such support relates to or involves any products, data, features, devices or equipment not provid ed by Ethosoft; (b) The Client or a third party has altered or modified any portion of the Licensed Software in any manner without the prior written consent of Ethosoft. 10.9 The Support Times for Ethosoft software support are as follows: Monday through Friday, 9:00 a.m. through 5:00 p.m. (Pacific Time), excluding the following holidays: New Year's Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Additionally, hours may be limited on other national holidays and/or days preceding or following certain holidays. 11. THE CLIENT OBLIGATIONS The Client shall designate in writing one employee and one alternate as its "Support Contacts" to be generally available during the Support Times to confer with Ethosoft regarding Errors and other support-related issues. The Client shall notify Ethosoft immediately of any changes in the persons designated as Support Contacts. 12. SERIVCE LEVELS 12.1 An Annual Availability Commitment of 99,9% is provide for the X -LIMS Cloud hardware, network, software and software. 12.2 The Client must be able to access the X-LIMS Cloud resources subscribed to under this Agreement. The Availability is determined based on 24 hours per day and 7 days per week except for times of unavailability due to Planned Downtime and exclusions such as: (i) planned maintenance windows for which Ethosoft provides at least 48 hours prior notice whenever possible; (ii) failure of any Network or Internet Infrastructure not owned or managed by Ethosoft (iii) Downtime caused by any failure of T h e Client's computer systems, network, hardware or software or its telecommunications equipment or other equipment; (iv) Downtime caused by any act or omission of any End user that is inconsistent with Ethosoft's suggested use or Client 's authorized use of the system;(v) Downtime caused by events beyond Ethosoft’s reasonable control. 12.3 Service Level Credit - in the event that The Client cannot access the system for any reason other than those listed above, Ethosoft will provide a Service Level Credit. The Client may request a credit on their next invoice for up to ten days of service interruption, based upon the amount of time the system was unavailable. Service Level Credits must be requested in writing within ten days of the interruption. 13. NONDISCLOSURE DocuSign Envelope ID: 0FAAC8A1-7B66-41D1-8DBF-9ED853BC0612