Service Level Agreement (SLA)

This Service Level Agreement (SLA) is a contract between (Client, You, Your) and Trifecto Audio Video (Provider, We, Our, Us) with an effective date of signature. This agreement defines the terms and scope of 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

Trifecto Audio Video 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 Trifecto Audio Video 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, 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 of 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 service 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 a request for service to us in order to receive service. We will submit such a request on the client’s behalf if the problem occurring does not allow the client to do so. Administrative questions are handled during business hours from 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

Client responsibilities are outlined as follows:

• 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.
• e. Client shall not cause or permit any person other than us to maintain the system or system equipment.
• f. Client agrees to provide us with access only to its premises and equipment in connection with our performance of its obligations hereunder.

11. Digital Access

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.

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.

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.
• c. In-warranty or out-of-warranty equipment failure or repairs.
• d. System damage caused by other servicers or subcontracted personnel.
• e. Theft or natural disasters.
• f. Labor strikes, Governmental interference, acts of war.

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.

15. Manufacturer's Warranty and Modifications

We will assume the Equipment warranty obligations of the parts manufacturer thereby eliminating the need for the parts manufacturers individual warranty for equipment purchased by us.

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.

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.

19. Indemnification

Client and Provider each agree to defend, indemnify and hold harmless the other from any claims, losses, damages, attorneys’ fees, court costs, or reasonable expenses of litigation.

20. Miscellaneous

a. This Agreement sets forth the entire understanding between the parties.
b. The Client may assign its rights under this Agreement only to a parent or subsidiary corporation.
c. In the event we are unable to perform due to causes beyond our reasonable control, there shall be a reasonable extension of time.
d. Any notice to be delivered pursuant to this Agreement shall be delivered by overnight carrier.
e. Client agrees to pay all costs and attorney fees.
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.
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 Illinois.