Service Level Agreement
This Service Level Agreement (“Agreement” or “SLA”) sets forth the features and defines the processes involved with the delivery of support functions by Mission Critical Systems LLC (“MCS”) to customers (“Support Accounts”) for all support contracts licensed from MCS.
1. Introduction
MCS Critical Care Support (“MCS Critical Care”) is a telephone and email handling service staffed by MCS support personnel who assist with diagnosis of failures of supported software and hardware to conform to the vendor published documentation when the software is installed and operated according to manufacturer specifications.
When an anomaly is identified, or an enhancement request is received, the issue will escalate to the manufacturer.
This Support Account SLA details may be modified at any time by MCS.
2. Definitions
“Business Day” means normal working day in the time zone where the customer is located.
“Error” means an error in the product, which degrades the product, as compared to published functional and performance specifications.
“Fixed” means the repair or replacement of object or executable code versions of product to remedy an error.
“MCS” means Mission Critical Systems LLC, the other party to this Agreement with Support Account, to whom an order is issued.
“Problem Resolution” means the use of commercially reasonable efforts to resolve the reported problem. These methods may include (but are not limited to): configuration changes, patches that fix an issue, replacing a failed hardware, reinstalling the software, etc.
“Respond” means initial problem definition and an outline working toward problem resolution communicated to Support Account by MCS Support.
“Response Times” means the amount of time elapsed between the initial contact of Support Account to MCS Support and the returned response to Support Account by MCS Support.
“Support Account” means the party identified as the purchasing organization to this agreement with MCS.
“Severity 1” means an error that renders product inoperative or causes the product to fail catastrophically, e.g., major system impact, system down; a reported defect in the licensed product that cannot be reasonably circumvented, in which there is an emergency condition that significantly restricts the use of the licensed product to perform necessary business functions; inability to use the licensed product or a critical impact on operation requiring an immediate solution.
MCS SLA – 2024 rev 1 Page 2
“Severity 2” means an error that substantially degrades the performance of the product or materially restricts business, e.g., moderate system impact, system hanging; ability to use the licensed product, but an important function is not available, and operations are severely impacted. This classification is a reported defect in the licensed product that restricts the use of one or more features of the licensed product to perform necessary business functions but does not completely restrict use of the licensed product.
“Severity 3” means an error that causes only a minor impact on the use of the product, e.g., minor system impact, performance/operational impact. The severity level three defect is a reported defect in the licensed product that restricts the use of one or more features of the licensed product to perform necessary business functions. The defect can be easily circumvented. The error can cause some functional restrictions, but it does not have a critical or severe impact on operations.
“Severity 4” means an anomaly in the licensed product that does not substantially restrict the use of one or more features of the licensed product to perform necessary business functions. This is a minor problem and is not significant to operation and may be easily circumvented or may need to be submitted as a request for enhancement.
“Software” means the object code version of the intangible information constituting one or more computer or apparatus programs and the informational content of such programs, together with any documentation supplied in conjunction with, and supplementing such programs, the foregoing being provided to Support Account by way of electronic transmission or by being fixed in media.
“Support” means technical telephone and email assistance provided by MCS Support to the Support Account technical support contact(s) concerning the use of the then current release of product and the previous sequential release.
“Work-around” means a change in the followed procedures or data supplied by MCS to avoid error without substantially impairing use of the product.
3. Contacting Support
Telephone: 954.788.7110 or 877.744.3444
Email: support@locked.com
If immediate or after-hours support is needed, please call the main telephone number.
All support services are provided in English. All electronic mail to and from MCS should be sent directly to support@locked.com. To expedite the processing and resolution of individual issues, and to maintain and improve service quality, it is essential that the “Subject:” line should include a brief summary of the issue.MCS Critical Care uses a multi-tier support model for processing issue reports. When initial contact with support is made, a support engineer will validate all contract information and gather details relevant to the question or issue. A unique case number will be assigned and delivered to the Support Account contact. This case number will be used to track any given issue from initial contact to final resolution.
The Support Account contact may be asked to provide or verify some of the following information. If it is not possible to provide this information, MCS may be hindered in the ability to bring resolution to an issue in a timely fashion.
- Complete contact information, (name, company name, email address, phone number) for all parties involved in the issue. If the issue is related in any way to licensing, Support Account contact may be asked to provide certificate for the applicable product.
- Describe the hardware platform(s) involved in this issue, including the amount of memory, disk space, and NIC card types (manufacturer and model).
- Describe the operating system(s) involved in this issue, including the version number and patch level information (include which service packs and hot fixes have been applied).
- Provide a detailed description of the specific problem or issue, including any symptoms noted, any patterns seen (time of day or only certain users affected, etc.) and any specific error messages received.
4. Exclusions
Support does not include the following items or actions:
- Step-by-step installation of Software or Service Packs.
- Onsite services (unless Customer’s level of Support, as purchased, includes this feature).
- Modification of software code, security-policy configuration, audits, or security design.
MCS shall have no obligation to support:
An altered, damaged, or modified product or any portion of the product incorporated with or into other software, hardware, or products not specifically approved by the manufacturer.
- Product problems caused by customer negligence, misuse, or misapplication, or use of the product.
- Other than as specified by the manufacturer, or any other causes beyond the control of MCS.
- Product installed on any computer hardware that is not supported by the manufacturer.
- Product not purchased from an authorized reseller.
- Products subjected to unusual physical or electrical stress, misuse, negligence, or accident, or used in ultra-hazardous activities.
- Products that are past their End-of-Support date.
MCS shall have no obligation to provide support if:
- Appropriate payment for support has not been made; or
- Customer annual support term has expired without renewal.
5. Remote Support
Troubleshooting may require a MCS support engineer to gain remote access to the Support Account’s supported software and/or the software’s operating system. For advanced troubleshooting to occur, remote access is required. If remote access is not provided, troubleshooting capability will be limited, and may impact resolution time.
6. Software versions covered by support
MCS will provide support for the current and the immediately previous sequential major release of the vendor software. Notwithstanding anything else, MCS will support the previous sequential major release only for a period of eighteen (18) months after release of the current release. MCS agrees to use commercially reasonable efforts in providing Support Account with telephone and email assistance for all covered software versions. MCS Support Engineers may refer Support Account to a hot fix, service pack, and/ or major release to resolve an issue, but Support Account will have no obligation to download any software update.
Hot fixes are created to resolve specific software anomalies or to resolve specific configuration issues. Most hot fixes are usually created for a specific company and a specific issue. Consequently, most hot fixes are not available for general release. If a hot fix is for general release, it will be published in the Download section of the MCS Critical Care Support Site. General release hot fixes include all the previous service packs for the current major release and contain installation procedures and release notes. Hot fixes do not necessarily contain an automatic installation, but explanations will provide detailed installation procedures, as well as which anomalies are fixed, and which anomalies still exist.
Service or feature packs are released periodically to provide solutions for several anomalies and to keep the current software updated. Major releases and service and feature packs are placed on the MCS Critical Care Support Site. They include both an installation procedure and release note, including a list of known problems or limitations.
7. Response Time and Resource Commitment
MCS agrees to use commercially reasonable efforts to respond to requests based on the Severity of the issue as follows:
Note: MCS does not guarantee the resolution of a problem within the times specified.
| Severity Level | Response Time – Standard | Response Time – Premium | Commitment |
|---|---|---|---|
| Severity 1 | 30 Minutes | 30 Minutes |
MCS and Customer will commit the necessary resources around the clock for
Problem Resolution to obtain workaround or reduce the severity of the Error
|
| Severity 2 | 4 Hours | 2 Hours | MCS and Customer will commit full-time resources during normal business hours for Problem Resolution to obtain workaround or reduce the severity of the Error and alternative resources during non-Standard Business Hours. |
| Severity 3 | 4 Hours | 4 Hours | MCS will commit full-time resources during normal business hours for Problem Resolution, to obtain workaround or reduce the severity of the Error. |
| Severity 4 | 4 Hours | 4 Hours | MCS will provide resources during normal business hours for Problem Resolution. |
The parties acknowledge the potentially idiosyncratic nature of any issue and agree that any sporadic failure to meet targeted times shall not constitute a breach of MCS obligations under this SLA.
8. Escalation
Some work items (especially those associated with critical situations) may need to be handled or expedited faster than usual. When this becomes the case, Support Account will notify MCS of the critical situation and MCS will agree to work with Support Account on providing the appropriate solution for each critical situation.
When an issue needs internal escalation, a combination of increasing levels of engineering expertise along with increasingly higher levels of services management is employed. Once an issue is determined to be receiving the appropriate level of engineering and managerial attention, that issue need not be escalated to a higher resource level until the severity of the issue increases or progress toward resolution ceases.
| Elapsed Time | Severity 1 | Severity 2 | Severity 3 |
|---|---|---|---|
| 4 Hrs | – MCS Engineer – MCS Support Manager |
– MCS Engineer | – MCS Engineer |
| 8 Hrs | – MCS Support Manager | – MCS Support Manager | |
| 24 Hrs | – Manufacturer Support | – Manufacturer Support | – MCS Support Manager |
Should an issue require managerial attention, any MCS team member will, upon request, connect Support Account to a manager directly.
9. Support Account Responsibilities
All Support Account personnel contacting MCS for support will be adequately trained and have knowledge about both the specific software and the current issue with which Support Account requires assistance.
If Support Account is unable to complete, or requires assistance in, the diagnosis of a reported problem, then MCS can aid Support Account to perform a diagnosis. If MCS determines the problem is due to non-conformance to published specifications of a Software version, or another substantial manufacturer related problem, then MCS shall provide any Software fix for the reported non- conformance that may be available at the time the problem is reported. If there is no such available fix, MCS shall use commercially reasonable efforts to remedy such non-conformance, which may include a work-around or other temporary fix.
If MCS believes that a problem reported by Support Account may not be due to an error in the supported product, MCS will so notify Support Account. At that time, Support Account may
- Instruct MCS to proceed with problem determination at its possible expense as set forth below; or
- Instruct MCS that Support Account does not wish the problem pursued at its possible expense.
If Support Account requests that MCS proceed with problem determination at its possible expense and MCS determines that the error was not due to the error in the product, Support Account shall pay MCS, at then-current standard consulting rates, for all work performed in connection with such determination, plus reasonable related expenses incurred therewith.
Support Account shall not be liable for:
- Problem determination or repair to the extent problems are due to anomalies in the product.
- Work performed after Support Account has notified MCS that it no longer wishes problem. determination to be continued at its possible expense (such notice shall be deemed given when received by MCS).
- If Support Account instructs MCS that it does not wish the problem pursued at its possible expense or such determination requires effort more than Support Account instructions, MCS may, at its sole discretion, investigate the anomaly with no liability, therefore.
10. Limitation of Liability
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, MCS WILL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY, WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNATIVE DAMAGES, HOWEVER CAUSED; OR (II) ANY LOSSES OR DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR LIMITED REMEDY, MCS’S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY MCS FROM SUPPORT ACCOUNT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE FOR THE P
11. Miscellaneous
11.1 Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation, acts of God, earthquakes, labor disputes, shortages of supplies, actions of governmental entities, riots, ware, fire, epidemics, or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to- day basis for the period equal to the period of the excusable delay.
11.2 Assignment. Support Account may not assign this Agreement without the prior written consent of MCS.
Service Level Agreement
This Service Level Agreement (“Agreement” or “SLA”) sets forth the features and defines the processes involved with the delivery of support functions by Mission Critical Systems LLC (“MCS”) to customers (“Support Accounts”) for all support contracts licensed from MCS.
1. Introduction
MCS Critical Care Support (“MCS Critical Care”) is a telephone and email handling service staffed by MCS support personnel who assist with diagnosis of failures of supported software and hardware to conform to the vendor published documentation when the software is installed and operated according to manufacturer specifications.
When an anomaly is identified, or an enhancement request is received, the issue will escalate to the manufacturer.
This Support Account SLA details may be modified at any time by MCS.
2. Definitions
“Business Day” means normal working day in the time zone where the customer is located.
“Error” means an error in the product, which degrades the product, as compared to published functional and performance specifications.
“Fixed” means the repair or replacement of object or executable code versions of product to remedy an error.
“MCS” means Mission Critical Systems LLC, the other party to this Agreement with Support Account, to whom an order is issued.
“Problem Resolution” means the use of commercially reasonable efforts to resolve the reported problem. These methods may include (but are not limited to): configuration changes, patches that fix an issue, replacing a failed hardware, reinstalling the software, etc.
“Respond” means initial problem definition and an outline working toward problem resolution communicated to Support Account by MCS Support.
“Response Times” means the amount of time elapsed between the initial contact of Support Account to MCS Support and the returned response to Support Account by MCS Support.
“Support Account” means the party identified as the purchasing organization to this agreement with MCS.
“Severity 1” means an error that renders product inoperative or causes the product to fail catastrophically, e.g., major system impact, system down; a reported defect in the licensed product that cannot be reasonably circumvented, in which there is an emergency condition that significantly restricts the use of the licensed product to perform necessary business functions; inability to use the licensed product or a critical impact on operation requiring an immediate solution.
MCS SLA – 2024 rev 1 Page 2
“Severity 2” means an error that substantially degrades the performance of the product or materially restricts business, e.g., moderate system impact, system hanging; ability to use the licensed product, but an important function is not available, and operations are severely impacted. This classification is a reported defect in the licensed product that restricts the use of one or more features of the licensed product to perform necessary business functions but does not completely restrict use of the licensed product.
“Severity 3” means an error that causes only a minor impact on the use of the product, e.g., minor system impact, performance/operational impact. The severity level three defect is a reported defect in the licensed product that restricts the use of one or more features of the licensed product to perform necessary business functions. The defect can be easily circumvented. The error can cause some functional restrictions, but it does not have a critical or severe impact on operations.
“Severity 4” means an anomaly in the licensed product that does not substantially restrict the use of one or more features of the licensed product to perform necessary business functions. This is a minor problem and is not significant to operation and may be easily circumvented or may need to be submitted as a request for enhancement.
“Software” means the object code version of the intangible information constituting one or more computer or apparatus programs and the informational content of such programs, together with any documentation supplied in conjunction with, and supplementing such programs, the foregoing being provided to Support Account by way of electronic transmission or by being fixed in media.
“Support” means technical telephone and email assistance provided by MCS Support to the Support Account technical support contact(s) concerning the use of the then current release of product and the previous sequential release.
“Work-around” means a change in the followed procedures or data supplied by MCS to avoid error without substantially impairing use of the product.
3. Contacting Support
Telephone: 954.788.7110 or 877.744.3444
Email: support@locked.com
If immediate or after-hours support is needed, please call the main telephone number.
All support services are provided in English. All electronic mail to and from MCS should be sent directly to support@locked.com. To expedite the processing and resolution of individual issues, and to maintain and improve service quality, it is essential that the “Subject:” line should include a brief summary of the issue.MCS Critical Care uses a multi-tier support model for processing issue reports. When initial contact with support is made, a support engineer will validate all contract information and gather details relevant to the question or issue. A unique case number will be assigned and delivered to the Support Account contact. This case number will be used to track any given issue from initial contact to final resolution.
The Support Account contact may be asked to provide or verify some of the following information. If it is not possible to provide this information, MCS may be hindered in the ability to bring resolution to an issue in a timely fashion.
- Complete contact information, (name, company name, email address, phone number) for all parties involved in the issue. If the issue is related in any way to licensing, Support Account contact may be asked to provide certificate for the applicable product.
- Describe the hardware platform(s) involved in this issue, including the amount of memory, disk space, and NIC card types (manufacturer and model).
- Describe the operating system(s) involved in this issue, including the version number and patch level information (include which service packs and hot fixes have been applied).
- Provide a detailed description of the specific problem or issue, including any symptoms noted, any patterns seen (time of day or only certain users affected, etc.) and any specific error messages received.
4. Exclusions
Support does not include the following items or actions:
- Step-by-step installation of Software or Service Packs.
- Onsite services (unless Customer’s level of Support, as purchased, includes this feature).
- Modification of software code, security-policy configuration, audits, or security design.
MCS shall have no obligation to support:
An altered, damaged, or modified product or any portion of the product incorporated with or into other software, hardware, or products not specifically approved by the manufacturer.
- Product problems caused by customer negligence, misuse, or misapplication, or use of the product.
- Other than as specified by the manufacturer, or any other causes beyond the control of MCS.
- Product installed on any computer hardware that is not supported by the manufacturer.
- Product not purchased from an authorized reseller.
- Products subjected to unusual physical or electrical stress, misuse, negligence, or accident, or used in ultra-hazardous activities.
- Products that are past their End-of-Support date.
MCS shall have no obligation to provide support if:
- Appropriate payment for support has not been made; or
- Customer annual support term has expired without renewal.
5. Remote Support
Troubleshooting may require a MCS support engineer to gain remote access to the Support Account’s supported software and/or the software’s operating system. For advanced troubleshooting to occur, remote access is required. If remote access is not provided, troubleshooting capability will be limited, and may impact resolution time.
6. Software versions covered by support
MCS will provide support for the current and the immediately previous sequential major release of the vendor software. Notwithstanding anything else, MCS will support the previous sequential major release only for a period of eighteen (18) months after release of the current release. MCS agrees to use commercially reasonable efforts in providing Support Account with telephone and email assistance for all covered software versions. MCS Support Engineers may refer Support Account to a hot fix, service pack, and/ or major release to resolve an issue, but Support Account will have no obligation to download any software update.
Hot fixes are created to resolve specific software anomalies or to resolve specific configuration issues. Most hot fixes are usually created for a specific company and a specific issue. Consequently, most hot fixes are not available for general release. If a hot fix is for general release, it will be published in the Download section of the MCS Critical Care Support Site. General release hot fixes include all the previous service packs for the current major release and contain installation procedures and release notes. Hot fixes do not necessarily contain an automatic installation, but explanations will provide detailed installation procedures, as well as which anomalies are fixed, and which anomalies still exist.
Service or feature packs are released periodically to provide solutions for several anomalies and to keep the current software updated. Major releases and service and feature packs are placed on the MCS Critical Care Support Site. They include both an installation procedure and release note, including a list of known problems or limitations.
7. Response Time and Resource Commitment
MCS agrees to use commercially reasonable efforts to respond to requests based on the Severity of the issue as follows:
Note: MCS does not guarantee the resolution of a problem within the times specified.
| Severity Level |
|---|
| Severity 1 |
| Severity 2 |
| Severity 3 |
| Severity 4 |
| Response Time – Standard |
|---|
| 30 Minutes |
| 4 Hours |
| 4 Hours |
| 4 Hours |
| Response Time – Premium |
|---|
| 30 Minutes |
| 2 Hours |
| 4 Hours |
| 4 Hours |
| Commitment |
|---|
|
MCS and Customer will commit the necessary resources around the clock for
Problem Resolution to obtain workaround or reduce the severity of the Error
|
| MCS and Customer will commit full-time resources during normal business hours for Problem Resolution to obtain workaround or reduce the severity of the Error and alternative resources during non-Standard Business Hours. |
| MCS will commit full-time resources during normal business hours for Problem Resolution, to obtain workaround or reduce the severity of the Error. |
| MCS will provide resources during normal business hours for Problem Resolution. |
The parties acknowledge the potentially idiosyncratic nature of any issue and agree that any sporadic failure to meet targeted times shall not constitute a breach of MCS obligations under this SLA.
8. Escalation
Some work items (especially those associated with critical situations) may need to be handled or expedited faster than usual. When this becomes the case, Support Account will notify MCS of the critical situation and MCS will agree to work with Support Account on providing the appropriate solution for each critical situation.
When an issue needs internal escalation, a combination of increasing levels of engineering expertise along with increasingly higher levels of services management is employed. Once an issue is determined to be receiving the appropriate level of engineering and managerial attention, that issue need not be escalated to a higher resource level until the severity of the issue increases or progress toward resolution ceases.
| Elapsed Time |
|---|
| 4 Hrs |
| 8 Hrs |
| 24 Hrs |
| Severity 1 |
|---|
| – MCS Engineer – MCS Support Manager |
| – MCS Support Manager |
| – Manufacturer Support |
| Severity 2 |
|---|
| – MCS Engineer |
| – MCS Support Manager |
| – Manufacturer Support |
| Severity 3 |
|---|
| – MCS Engineer |
| – MCS Support Manager |
Should an issue require managerial attention, any MCS team member will, upon request, connect Support Account to a manager directly.
9. Support Account Responsibilities
All Support Account personnel contacting MCS for support will be adequately trained and have knowledge about both the specific software and the current issue with which Support Account requires assistance.
If Support Account is unable to complete, or requires assistance in, the diagnosis of a reported problem, then MCS can aid Support Account to perform a diagnosis. If MCS determines the problem is due to non-conformance to published specifications of a Software version, or another substantial manufacturer related problem, then MCS shall provide any Software fix for the reported non- conformance that may be available at the time the problem is reported. If there is no such available fix, MCS shall use commercially reasonable efforts to remedy such non-conformance, which may include a work-around or other temporary fix.
If MCS believes that a problem reported by Support Account may not be due to an error in the supported product, MCS will so notify Support Account. At that time, Support Account may
- Instruct MCS to proceed with problem determination at its possible expense as set forth below; or
- Instruct MCS that Support Account does not wish the problem pursued at its possible expense.
If Support Account requests that MCS proceed with problem determination at its possible expense and MCS determines that the error was not due to the error in the product, Support Account shall pay MCS, at then-current standard consulting rates, for all work performed in connection with such determination, plus reasonable related expenses incurred therewith.
Support Account shall not be liable for:
- Problem determination or repair to the extent problems are due to anomalies in the product.
- Work performed after Support Account has notified MCS that it no longer wishes problem. determination to be continued at its possible expense (such notice shall be deemed given when received by MCS).
- If Support Account instructs MCS that it does not wish the problem pursued at its possible expense or such determination requires effort more than Support Account instructions, MCS may, at its sole discretion, investigate the anomaly with no liability, therefore.
10. Limitation of Liability
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, MCS WILL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY, WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNATIVE DAMAGES, HOWEVER CAUSED; OR (II) ANY LOSSES OR DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR LIMITED REMEDY, MCS’S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY MCS FROM SUPPORT ACCOUNT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE FOR THE P
11. Miscellaneous
11.1 Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation, acts of God, earthquakes, labor disputes, shortages of supplies, actions of governmental entities, riots, ware, fire, epidemics, or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to- day basis for the period equal to the period of the excusable delay.
11.2 Assignment. Support Account may not assign this Agreement without the prior written consent of MCS.
