Service Level Agreement
This document serves to provide a detailed description of the service level ("Service Level Agreement") apply to the provision of Garofalo Enterprises, Inc., ("Garofalo Enterprises"), membership subscriptions ("Services") and to the Customer who subscribes to Services ("Customer").
Garofalo Enterprises Services:
For purposes of this Service Level Agreement:
- "scheduled maintenance" means maintenance that is announced at least ten business days in advance, and that does not exceed the time duration specified in the announcement.
- "service" means any function performed by an on-line system created by Garofalo Enterprises for use by our Customers or other individual authorized by Garofalo Enterprises.
- "hosted solutions" or typically called in the industry "software-as-a-service" solutions, means a web-based system on a server maintained by Garofalo Enterprises in which the Customer accesses through the Internet. Currently our hosted solutions include our content management system (CyberStudio) and our residential life management system (ResLife Portal).
Garofalo Enterprises will provide our best efforts to make Garofalo Enterprises's services and hosted solutions with an available uptime of 96% of the time in any given annual billing period, excluding scheduled maintenance.
If a web server migration of our services and/or hosted solution is required because of a server degradation, Garofalo Enterprises will notify Customer at least 24 hours in advance of beginning the migration, unless Garofalo Enterprises determines in our reasonable judgment, that Garofalo Enterprises must begin the migration sooner to protect Customer's data. Either way, Garofalo Enterprises will provide our best efforts that the migration will be complete within twenty-four hours of the time we begin the migration.
- Problem Notification
If a failure occurs, please contact support [at] cyberviewsites [dot] com to notify Garofalo Enterprises of the situation. Our team will then assess the situation as in accordance with this Service Level Agreement.
If Garofalo Enterprises fails to meet a service level stated above, Customer will be eligible for a credit. Credits will be calculated as a percentage of the fees for the services and/or hosted solutions adversely affected by the failure for the current annual billing period during which the failure occurred (to be applied at the end of the billing cycle), as follows:
- Network: Five percent (5%) of the fees for each 30 minutes of network downtime, up to 100% of the fees;
- Migration: Five percent (5%) of the fees for each additional hour of downtime, up to 100% of the fees.
Customer is not entitled to a credit if Customer is in breach of Customer's services with Garofalo Enterprises (including Customer's payment obligations to us) until Customer has cured the breach. Customer is not entitled to a credit if downtime would not have occurred but for Customer's breach of the Agreement with Garofalo Enterprises or Customer's misuse of a Garofalo Enterprises system. Garofalo Enterprises is not responsible for any system unavailability caused by circumstances beyond Garofalo Enterprises's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Garofalo Enterprises's employees), or Internet service provider failures or delays.
To receive a credit, Customer must contact their Garofalo Enterprises account team within thirty (30) days following the end of the downtime. Customer must show that Customer's use of the Garofalo Enterprises system was adversely affected in some way as a result of the downtime to be eligible for the credit.
This Service Level Agreement is Customer's sole and exclusive remedy for Garofalo Enterprises system unavailability.
Notwithstanding anything in this Service Level Agreement to the contrary, the maximum total credit for the annual billing period, shall not exceed 100% of Customer's fee for that billing period. Credits that would be available but for this limitation will not be carried forward to future billing periods.
This Service Level Agreement is part of Customer's Agreement with Garofalo Enterprises and is subject to the terms and conditions stated in those documents.
- Customer shall be responsible for:
Customer shall not:
- all of their users' compliance with this Agreement,
- contacting their Garofalo Enterprises account team within thirty (30) days following the end of the downtime, as stated in section "VI. Limitations,"
- be solely responsible for the accuracy, quality, integrity and legality of Customer's data and of the means by which Customer acquired the data,
- use commercially reasonable efforts to prevent unauthorized access to or use of the purchase services, and notify Garofalo Enterprises promptly of any such unauthorized access or use, and
- use of Garofalo Enterprises services only in accordance with the User Guide and applicable laws and government regulations.
- make the licensed services available to anyone other than authorized users by Garofalo Enterprises and/or Customer,
- sell, resell, rent or lease the services,
- use the services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
- use the services to store or transmit malicious code,
- interfere with or disrupt the integrity or performance of the services or third-party data contained therein, or
- attempt to gain unauthorized access to the services or their related systems or networks.
Services Provided through Third-Parties
The Parties will first attempt in good faith to negotiate a resolution to any and all disputes between the parties arising out of or related to the Service Level Agreement policy. Any dispute that is not resolved in this manner within twenty (20) business days from the receipt of notice of such dispute will be escalated to a Director at Garofalo Enterprises, and a principal, partner, or senior officer at Customer for a final attempt to resolve the dispute through good faith negotiations. If after escalating the dispute to the foregoing levels of management, the dispute is not resolved within ten (10) business days, the dispute will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by an arbitrator familiar with software contracts and the software industry. The final selection of an arbitrator will be agreed upon in writing by the Parties. In the event the Parties cannot agree upon the choice of an arbitrator, each Party will appoint one (1) individual representative and the two (2) Party representatives will, between themselves, choose an arbitrator. The arbitration is to be conducted in the County of San Bernardino, California. The arbitrators are to apply California law without regard to choice of laws principles. Each Party will submit to any court of competent jurisdiction for purposes of the enforcement of any award, order, or judgment. Any award, order, or judgment pursuant to such arbitration shall be deemed final and shall be entered and enforced in any court of competent jurisdiction.
Last Update: 27 February 20172016-09-06