PROACTIVE SERVICES AGREEMENT

TERMS AND CONDITIONS

WHEREAS, Central Coast Solutions, Inc., a Minnesota corporation (hereinafter “CCS”) provides IT administration services and supports computer hardware, software and networks; AND WHEREAS, Customer (contracted custom named in SERVICE AGREEMENT SCHEDULE) desires to utilize certain products and/or services offered by CCS, through its Remote Monitoring and Management (RMM) agents.

Note: CCS and Customer together are hereinafter referred to as the “Parties”.

SCOPE OF THIS AGREEMENT: Your use as a Customer of Managed Technical Services is subject to these Terms and Conditions.

  1. SERVICES
  • CCS will, but is not limited to, prepare, configure, install, set up, and maintain the Technical Environment, and provide workstation and server support.
  • CCS will utilize installed agent software to remotely monitor and manage the Customer workstations and servers (Technical Environment) as described in the attached SERVICE AGREEMENT SCHEDULE. Customer must request adding or removing quantities of these devices in writing (including e-mail).
  • Customer will own all of the components of the Technical Environment.
  • Customer can contract CCS to install and support any products beyond the Technical Environment as part of a separate project.
  • CCS is responsible for necessary support to ensure the viability, operation and security of the Technical Environment.
  • CCS is not responsible for internet service, hardware, line quality or performance. CCS will work with Customer’s internet service provider to resolve issues in a timely manner. Customer may need to increase internet bandwidth from time to time, depending on business needs, workflow changes and usage.
  • CCS is not responsible for any equipment or software outside of the Technical Environment, or outside the physical address where customer resides. Support may be provided by CCS outside of the Technical Environment invoiced at an hourly rate as defined in the SERVICE AGREEMENT SCHEDULE.
  • CCS will have remote desktop access to the Technical Environment from outside the main office. Remote desktop access is available for individual users to access their in-office machines from off site.
  • CCS will monitor data storage capacity and recommend changes to protect the efficiency or operation of the Technical Environment.
  • CCS will recommend upgrade/downgrade of software or operating systems in the Technical Environment to ensure business continuity.
  • Minor version updates of OS, security patches and application updates are automated via the RMM agent. Major OS or application version upgrades, firmware or other changes that require onsite installation or configuration are invoiced at Customer’s defined hourly rate.
  • Customer & third-party vendors are responsible for all setup/configurations, issues, technical support before, during and after deployment of their products. CCS will charge an hourly rate to deploy or resolve any issues resulting from the Customer or vendor working on/in the Technical Environment.
  1. FEES

CCS will charge monthly fees for the Services covered under this Agreement as noted in the SERVICE AGREEMENT SCHEDULE.  The monthly fees will increase as additional computers, servers, or licensed software/service are added. The incremental fees for this support are outlined in the SERVICE AGREEMENT SCHEDULE.  CCS and Customer will sign an addendum to this Agreement for any additional or incremental support.

  1. TERM

The term of this contract shall be for a period of thirty-six (36) months from the date of this Agreement.  If neither the Customer nor CCS terminates the Agreement, this Agreement will automatically renew for a similar term and all rates and fees noted in the SERVICE AGREEMENT SCHEDULE shall be reviewed and if an increase is warranted, notification would be given in advance.

  1. TERMINATION

CCS and or the Customer may amend or terminate this agreement with a written sixty (60) day notice.

  1. WARRANTY

CCS warrants that it will provide the Services set forth in this Agreement pursuant to the terms and conditions of this Agreement.  Such Services shall be provided with qualified staff and such staff will be readily available as necessary to support the Services covered under this Agreement.

  1. DISCLAIMER

Other than the warranty set forth in Paragraph 5 above, CCS disclaims any and all warranties that it cannot provide.  CCS makes every effort but does not warranty that its services will be error free or free from viruses or other harmful content, and that all third-party software will be compatible with the Technical Environment.  CCS cannot guarantee the speed or the efficiency of Software on the Technical Environment, nor the integrity of the any data housed within the Technical Environment.  CCS will work with third party hardware and software vendors to make the Technical Environment function as efficiently as possible.  Likewise, CCS does not guarantee system up time.  CCS is not responsible for any damage caused to Customer data or downtime due to intentional, deliberate ‘hacking’ of the Technical Environment by a known or unknown source.

  1. COMPLIANCE AND INDEMNIFICATION

Customer agrees to use the Services provided hereunder in compliance with all applicable laws, and to so use the Services only in a manner consistent with applicable trademark, copyright, domain name and patent ownership restrictions.  Customer also agrees to indemnify CCS, its employees, agents and assigns, for all costs, reasonable attorney’s fees and other applicable charges for any claim, loss or damage arising from any breach, use, misuse, action or omission by Customer as pertains to any aspect of this Agreement.  CCS agrees to provide the Services listed hereunder in compliance with all applicable laws, and to so provide these Services only in a manner consistent with applicable trademark, copyright, domain name and patent ownership restrictions.

  1. LIMITATION OF LIABILITY

Each party specifically agrees that in no event shall either party’s liability as a result of provision of a service hereunder, exceed the Customer’s monthly fee for any single month in which the alleged incident conferring liability arose and that no indirect, special, incidental, consequential or punitive damages of any kind, including loss of revenue and loss of profit, be sought in any dispute regarding this contract.  CCS has no liability for any damage Customer may incur due to data loss or down time alleged, ostensibly caused or caused by CCS in its fulfillment of this contract.

  1. CUSTOMER ACKNOWLEDGMENTS
  • Software: CCS will obtain, at Customer expense, updates to the Technical Environment OS, applications, utilities and drivers as needed. The parties herein anticipate that such updates will be forthcoming from hardware and software developers from time to time. Customer acknowledges that the installation and utilization of such software updates is crucial to the overall performance and security of the Services provided by CCS.
  • Anti-virus Software: Obtain from CCS, at their behest, and at Customer expense, such anti-virus software and malware protection as CCS may recommend to protect workstations, servers, and potentially E-mail (anti-SPAM). The parties herein anticipate that new anti-virus software and updates will be forthcoming from time to time.  Customer acknowledges that the installation of such software is crucial to the overall performance of the products and services provided by CCS and may incur additional costs.
  • Anti-virus Scans: Perform anti-virus scans and other measures regarding potential security intrusions. CCS agrees to monitor for viruses remotely, however; CCS is not responsible for virus attacks or outcomes.  Customer will be charged an hourly rate as noted in the Services Agreement Schedule to remove viruses from the Technical Environment and to keep the Technical Environment operational.
  • Backups: As a part of any business, reliable backups of all data, email and other proprietary digital media are required. CCS will make recommendations but cannot be held responsible for data loss, technical or mechanical errors in backup systems and recommends redundant, layered backup coverage.
  • Point of Contact: Customer will provide a single point of contact to CCS for administration of the account. The point of contact will receive regular service reports and take part in account business reviews.
  1. CCS RESPONSIBILITIES
  • Administration: CCS is responsible for administration of systems and services in the Technical Environment.
  • Staff: CCS will assign qualified staff to perform the Services defined in this Agreement.
  • Security: CCS will be the only organization with direct administrative access to the network servers and workstations within the Technical Environment unless otherwise agreed to. Third party vendors, Customer employees or approved consultants may have access upon Customer approval.  Any issues resulting in this access will be billed hourly at customer’s expense and are not the responsibility of CCS.
  • Technical Support: This contract covers all costs of Level I and II remote Help Desk & Network Operations Center (NOC) support for the Technical Environment. Any direct, remote or on-site escalations to Level III support are invoiced at time and materials at the defined hourly rate.
  • Maintenance: Regularly scheduled maintenance, updates and upgrades are defined on the SERVICE AGREEMENT SCHEDULE and are performed at a defined hourly rate.
  1. HOURS OF OPERATION
  • Proactive Plan Customers: CCS agrees to provide remote Level 1, 2, NOC and Help Desk support services for the Technical Environment during the hours of 9:00 AM to 5:00 PM Monday through Friday *.

* Services provided outside the stated hours of operation will be charged at the rate identified in the SERVICE AGREEMENT SCHEDULE.

  1. Proactive + Plan Customers: CCS agrees to provide remote Level 1, 2, NOC and Help Desk support services for the Technical Environment 24 hours daily, 7 days a week.
  2. Hours for Level 3 services are 9:00 AM to 5:00 PM Monday through Friday at the defined rate, and time and a half for all other times.
  1. RESPONSE TIME PARAMETERS

Both Parties acknowledge there may be unforeseen technical issues from time-to-time with the Technical Environment. Remote Help Desk will give primary priority response to all service inquiries with Level 1, 2 and Network Operation Center support. If the issue cannot be resolved by Help Desk, CCS Level 3 personnel will respond and provide their best effort services to these situations as follows:

High Priority                  Within 4 Hours

Medium Priority              Within 1 Business Day

Low Priority                   Within 5 Business Days

  1. HARDWARE AND SOFTWARE PURCHASES

Customer has approval for all recommended hardware and software purchases for the Technical Environment.  CCS will quote and invoice Customer for such hardware and software.  Customer agrees to pay the entire amount due upon receipt before products are ordered.  If payment is not received on past due invoices, Customer will pay any accrued interest fees incurred by CCS, but will not exceed one and a half percent (1.5%) per month.  Customer also agrees to purchase services from CCS as laid out on the attached SERVICE AGREEMENT SCHEDULE.  This may include any software, hardware and project labor to bring the current system up to a safe and stable operating level, and may be invoiced separately from any hardware or software.

  1. PRIVACY

Applicable law governs privacy issues and any privacy measures that CCS or Customer employ or may, in the future, enact.  All data is to be kept private and secure to both organizations. Stand-alone non-compete/non-disclose documents governing both parties can be added as needed.

  1. GOVERNING LAW

The laws of the State of Minnesota shall govern this Agreement.

  1. NOTICES

Notices provided under this Agreement shall be in writing and delivered by hand, e-mail, facsimile, US Mail, or overnight service.  It is imperative under the terms of this Agreement that each party be able to contact the other in prompt fashion.  Each party must promptly advise the other of any changes to its physical address, telephone number, email address or website.  Notices sent to last known above referenced addresses shall be deemed effective if a party has failed to provide notice of a change.

  1. PAYMENT

Customer shall pay no less than one month in advance for these reoccurring services to initiate the contract. Ongoing billing in monthly, quarterly or yearly form is available on request.

Customer shall pay CCS for all charges/fees (shipping & taxes if due), and any additional products or services requested by Customer and enacted by CCS. Payment terms are net 20 days from receipt of statement by Customer, and invoices are subject to a one and a half percent per month late fee.  Customer agrees to pay all costs of collection, including litigation costs and reasonable attorney’s fees.  A $50 service fee will be charged on any dishonored checks issued by Customer.

If Customer does not remit payment in full, CCS will pursue the following course of action – after 30 days of non-payment, CCS will send Customer a statement of account and reminder that payment is due in full. After 60 days of non-payment, CCS will send customer a statement of account plus interest charges and notification of pending service interruption. After 90 days of non-payment, CCS will send customer a statement of account plus interest charges and notification that all services will be discontinued after seven calendar days. Accounts may be sent to third-party collection services and will not be resumed until such time as the Customer’s account is brought out of arrears, and payment is received in full. At no point is the Customer relieved of their obligations under this Agreement.

  1. AGREEMENT TO MEDIATE

The parties agree to mediate any disputes arising from this contract with the services of a professional mediator, the cost of which is to be paid by Customer.

  1. FORCE MAJEURE

CCS shall not be liable or responsible for any delay in performance directly or indirectly caused by an Act-of-God, public insurrection or any third-party telecommunications or internet connectivity provider outages, natural disasters, government intervention, embargoes, strikes, labor difficulties, equipment failure or other circumstances that are beyond the reasonable control of CCS.

  1. BINDING EFFECT

The Agreement binds the named Parties and each of their employees, agents, independent contractors, representatives and associated parties.

  1. AUTHORIZATION

Both Parties have full power and authority to enter into and perform this Agreement.  The representatives signing this Agreement on behalf of the Parties have been properly authorized and empowered to enter into this Agreement.

  1. USE FOR MARKETING

Both Parties have the right to use the others name for sales and marketing purposes, given that such use is appropriately presented, but will not divulge personal, financial or staff related information.

  1. ASSIGNMENT

This Agreement may be assigned to a third party by CCS without the express written consent of Customer.

  1. SURVIVAL

In the event that any one section of this agreement is found to be unlawful or nullified, all other sections are in full effect until the end of the contract period or mutually agreed dissolution.

BUSINESS DAY: For purposes of this Agreement, our “business days” are Monday through Friday. National Holidays are excluded.