Terms and Conditions

Service Level Agreement for Remote System Monitoring and Repair
This Service Level Agreement (SLA) is a contract between ____________________ (Client, You, Your) and MVIS (Provider, We, Our, Us) with an effective date of ___________________.

This agreement defines the terms and scope our services, as well as your duties and responsibilities as the Client. Please review the terms and conditions of this service carefully. This agreement supersedes all previous agreements, written or verbal. Any modifications to this agreement must be made in writing and signed by all parties to this agreement, and will be entered into your Client support file in our record keeping system as an addendum.

1. Defined Terms
MVIS agrees to provide comprehensive support and equipment maintenance services for Client’s technology system in accordance with the terms and conditions set forth herein and per the contract. SLA’s created for new systems not yet installed will not begin billing or enter their initial effective date until completion of the related proposal’s scope of work.

2. Term of Agreement and Cancellation
This Agreement shall commence on the effective date and shall remain in effect for one (1) year after the Effective Date. The maintenance fee is subject to change by Us on the anniversary of the Effective Date of this Agreement provided we have given the Client at least thirty (30) days prior written notice. This Agreement shall be renewed automatically from year to year at the rates then applicable unless either party gives the other written notice of termination no less than thirty (30) days prior to the anniversary of the Effective Date of this Agreement.

3. Effective Date
The effective date is when this document is executed and signed below.

4. Billing
SLA charges provided for in this Agreement shall commence on the Effective Date and shall be payable monthly on the first day of each month. If a credit card is provided (on the front section of this SLA), it will be charged each month at the agreed upon rate. Prices are subject to change with 30-days of notice.

5. SLA Services
The Services to be provided by Us will include the following:
a. The verification and diagnosis of system problems as reported by the Client.
b. Where covered by your contract, the monitoring of the system for proactive diagnosis of problems.
c. Management, maintenance, and support of known system components.
d. Network management
e. Reactive or Proactive Response
We will respond to service outages when reported by the Client or detected by our service monitor. If necessary, we may contact your server provider for reboots or assistance in returning your server to normal operation. Whether you receive a Reactive or Proactive response depends on the level your contracted service (see contract).
f. Software point-release upgrades, software, and firmware improvements from approved sources as they become available and are approved for deployment by us. Unapproved updates are not supported or included in this agreement. Major updates will be applied at our discretion once we have validated the
updates can be applied without significant issues. We may delay major, non-critical control panel updates while we assess feedback from early adopters.

6. Contact
We will provide a telephone number to allow the Client to report operational problems. Under the maintenance plan, this service is available during specified hours. Support required beyond the defined service hours will be subject to our current hourly support rate. We require that the client submit request for service to us in order to receive service. We will submit such a request on the client’s behalf if the occurring problem does not allow the client to do so. Administrative questions are handled during business hours, 9 to 5PM, Monday through Friday, excluding holidays.

7. Priority Level
When you open a service request or incident, your contracted plan specifies a priority level response which is based on your contracted service. See contract for details.

8. Remote or On-Site Services
We determine if a service request or update can be performed remotely outside of your property, or if the service request or update requires an on-site visit. Site visits may be billed according to your plan level.

9. Response Time
We will use our best efforts to respond to your request for service and will work diligently to correct any errors or enact modifications. We will respond to any service request or submitted ticket within 1 business day of receipt of any such service request. If we are unable to find the problem after ten (10) business days, and have not dispatched an on-site service call, then we will send a technician to the Client’s location at our expense to correct the problem. See contract for details on your plan response time. Response time is subject to all conditions in this SLA including Exclusions (see below).

10. Client Responsibilities
a. Client will maintain their equipment in good working order, per manufacturer operating specifications, and will make such equipment available to us for verification and diagnosis of problems.
b. Client will provide safe working conditions, appropriate utility service, and subject to reasonable and necessary security regulations, access to all Equipment.
c. Client shall notify us of any program errors or malfunctions and/or provide supporting materials that will reasonably enable us to identify suspected problems or errors.
d. Client, or Client’s contracted personnel, agrees not to make any repairs, changes, modifications or enhancements to the system without our written authorization. Client will maintain documentation of all updates and modifications made to the System and will make this information available to us.
e. Client shall not cause or permit any person other than us to maintain the system or system equipment, except for the replenishment of consumable supplies and the performance of
diagnostics and services described in the manufacturer's documentation.
f. In the event we determine that the reported error or malfunction was caused by the Client, or unauthorized service or modifications, Client shall pay us the current time and materials rate for all services provided.
g. Client agrees to provide us with access to its premises and equipment in connection with our performance of its obligations hereunder. Client further agrees to maintain the installation site in accordance with environmental and other specifications provided by us. If we are unable to gain access to premises to resolve a service request or submitted ticket in connection with this agreement, Client agrees that Client will be billed for travel time and estimated work time lost at our current time and materials billing rate. Throughout the term of this Agreement, we reserve the right to cease performing services if, in our discretion, our and/or our representative’s ability to perform services is in any way hindered or impacted by the actions or omissions of the Client.

To provide service, we require that the Client provide and maintain appropriate server and network access procedures. Client is responsible for providing us sufficient access information and procedures to execute the terms of the support plan. All passwords, web site addresses, email addresses, and telephone numbers required to execute this agreement must be provided to us in an accurate and timely fashion. By failing to provide appropriate access information, Client releases us from its responsibilities outlined by this service agreement. Client is responsible for advising us of changes in server and network access procedures and information. This includes but is not limited to server passwords, network credentials, provider contact information, provider access information, and other third-party access information required for the appropriate administration of the server. Changes to access information should be submitted via the appropriate forms as soon as the information is changed. Periodically, we will request updated access information. Please promptly respond to these requests within 24 hours to assure we have the latest access information. Information should be submitted via Email. If the client fails to provide accurate information, we, through no fault of our own, may not be able to execute services as outlined in this agreement, and we are hereby released from the terms and obligations in this agreement. If incomplete or incorrect access information prevents us from executing the services described in this agreement, we are released from our responsibilities as outlined by this service agreement.

12. Breach and Default
In the event Customer fails to perform any of its obligations hereunder, including its payment obligations, or if Customer fails to pay us any sums due under any other agreement or otherwise, we, at our option, may immediately suspend services and/or terminate this Agreement. In such event, all sums owed us shall become immediately due and payable. If any action is brought under the terms of this Agreement or concerning matters related to it by any party to this agreement, we shall be entitled to recover all costs and attorney's fees. No action, regardless of form arising out of the performance or nonperformance of any of the terms of this Agreement may be brought by Client more than 90 days after the cause of action has occurred.
IN NO EVENT, REGARDLESS OF THE FORM OF THE ACTION (INCLUDING CONTRACT, TORT OR NEGLIGENCE), SHALL WE BE LIABLE FOR INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES OR LOST PROFITS, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
If the Customer terminates this Agreement without good cause, the Client agrees to pay us the current maintenance charges for the remainder of the entire term of this Agreement.

13. Exclusions from Service
We shall not be obligated to furnish maintenance services, nor shall we be liable hereunder for repairs or replacement of equipment, or additions, because of any of the following:
a. Improper use.
b. Defective equipment such as a diagnosed defect in the manufacturer’s design, hardware, software or compatibility with other equipment in Client’s system.
c. In-warranty or out-of-warranty equipment failure or repairs.
d. In-warranty or out-of-warranty labor or installation repairs.
e. System damage directly or indirectly caused by other service or contracted or subcontracted personnel, whether contracted by the Client or their contractors.
f. Theft.
g. Natural disasters such as flood, lightning strikes, fire or earthquake.
h. Labor strikes, Governmental interference, riots, sabotage, acts of war.
i. interruption in traffic or transportation, interruption or delay in telecommunication or third-party services, power shortages, disturbance in the ability to obtain raw material or supplies, inability to obtain third party software and hardware and any other circumstances beyond our reasonable control in order to provision this SLA.
j. Any failure of Internet or telecommunication networks caused by a provider's faulty network equipment or misconfiguration.
k. Any scheduled and/or emergency maintenance by the network or server provider(s).
l. Any DNS, domain registration, or email issues beyond our direct control
m. Any omission, knowingly or unknowingly, of non-standard server modifications, add-ons or customizations made by the Client or the Client's designates.
n. Any password changes resulting in an inaccessible server or server provider account.
o. Any firewall restrictions that prevent us from accessing the server.
p. Non-paying or delinquent Client.
q. Any failure to satisfy additional provisions specified in this agreement or addendum.
r. Repairs, changes, modifications, maintenance, relocation or reinstallation by other than our authorized personnel or without our written permission;
s. Unusual shock, electrical damage, accident, fire or water damage, air conditioning failure, humidity control failure or a corrosive atmosphere harmful to electronic circuitry;
t. Non-MVIS supplied equipment or service calls necessitated thereby:
u. Damage during transportation by the Client, or failure by Client to maintain the system.
For any of the above causes, we shall provide such services at its then Current Time and Materials rates. The Client agrees not to allow anyone access to the internal components and software of the equipment unless we provide written permission. If the Client breaches this covenant, we may at our option, and without notice, unilaterally terminate this Agreement.

14. Maintenance Charges
The Client agrees to pay the charges specified for the Maintenance Plan, as set forth in the contract. The Client also agrees to pay all sales, use and other taxes. All charges will be invoiced monthly and the Client agrees to pay same within 10 days of invoice date. Late payment of any charges will be assessed a late fee of 1.5% of the outstanding balance per month until paid in full. We reserve the right to refuse program and equipment maintenance and support services when charges to Customer remain unpaid after 30 days.

15. Manufacturer's Warranty and Modifications
We will assume the Equipment warranty obligations of the component manufacturer thereby eliminating the need for the manufacturer’s individual warranty for equipment installed by us. If the Client desires to make an optional or mandatory modification to the equipment such as adding a new or different feature or making a safety or reliability modification and requests us to provide installation and/or support for the modified Equipment, we may do so at prevailing rates.

16. Disclaimer of Warranties
The warranties expressed herein are stated in lieu of all other warranties, express or implied, including the warranties of merchantability and fitness for particular purposes. We neither assume nor authorize any other person to assume for us any other liabilities in connection with the provision and sale of the services and products covered under this Agreement. Our liability under this Agreement or arising from the manufacture, installation, maintenance, repair or use of any equipment or supplies covered by or furnished under this Agreement, whether in contract, tort or otherwise is limited to the amounts paid by Customer to us pursuant to the terms hereof, other than our obligation to repair or replace equipment covered under this Agreement. Customer agrees that we shall not be liable for any damage to non-installed products connected to the Client’s system or for delays suffered by the Client while the equipment may be inoperable.

17. Personnel
We have the sole right to determine the assignment of our personnel and representatives in the performance of this Agreement.

18. Confidentiality
We may disclose to the Client, or the Client may otherwise learn of information belonging to us, including trade secrets, proprietary programs, technical knowledge, methods of operations and other materials which have been developed at great expense and which are confidential in nature. During the term of this Agreement and for a period of 2 years thereafter, all of our confidential information shall not be disclosed or caused to be disclosed to any third parties. The Client’s obligation under this Paragraph shall survive termination of this Agreement.

19. Client and Provider each agree to defend, indemnify and hold harmless the other from any claims, losses, damages, attorney’s fees, court costs, or reasonable expenses of litigation, arising out of the indemnifying party’s performance or non-performance of services, duties or obligations in connection with this contract. This indemnity provision is limited to the extent necessary to comply with any applicable state or federal law, and this provision is deemed to be amended to comply therewith. The limit of the indemnity provided herein shall not exceed the maximum lawful amount permitted by the laws of the applicable jurisdiction.

20. Miscellaneous
a. This Agreement sets forth the entire understanding between the parties, and supersedes all prior oral or written proposals, representations, warranties, Agreements and other inducements. Purchase orders or similar documents issued by the Client relating to the Agreement are for the Client’s internal use only and shall not affect this Agreement.
b. The Client may assign its rights under this Agreement only to a parent or subsidiary corporation of the Client. This Agreement may be assigned only with written consent of MVIS.
c. In the event we are unable to perform due to causes beyond our reasonable control, there shall be a reasonable extension of time provided to us to ¬-perform and we shall not be liable for such delay.
d. Any notice to be delivered pursuant to this Agreement shall be delivered by overnight carrier to the offices of MVIS or to the Client, as noted in this Agreement.
e. Client agrees to pay all costs and attorney’s fees for actions brought by us to collect any amounts owing by the Client under this Agreement, or to enforce our rights under this Agreement.
f. In the event any provision of this Agreement is determined to be invalid or unenforceable, said provision will not invalidate the whole of this Agreement, but such term and provision will be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable and the rights and obligations of the parties will be construed so as to preserve to the fullest permissible extent the intent and agreements of the parties set forth herein.
g. No action, regardless of form, arising under this Agreement may be brought by either party more than 1 year after the cause of action arose.
h. This Agreement shall be governed by and enforced in accordance with the laws of the State of Massachusetts In the event of litigation between the parties, venue for such judicial process shall be in the State of Massachusetts.
i. This Agreement may be amended only pursuant to a written agreement executed by both parties.