DEFINITIONS

In this agreement the following words and expressions shall have the following meanings:

“Agreement Period” means the period set out in clause 2.

“Commencement Date” means the date set out in clause 2.

“Equipment” means the equipment specified in Appendix A of this agreement;

“Site” means the primary place of the customers’ business;

“Maintenance Charges” means the charges specified in Appendix B to this agreement that are to be paid by the Customer for Services;

“Maintenance Services” means preventative maintenance and remedial maintenance services required to keep the Customers equipment in good working condition and specified in clause 4c.

“Remedial Maintenance Services” means maintenance services requested by the client as specified in clause 4f and g.

“Renewal Period” means the period set out in clause 2.

“Service Hours” means hours between 9am-5pm / Monday-Friday

TERM

This agreement shall commence on (Date in your MSP Proposal) and shall remain in full force for the period of 12 months unless terminated in accordance to clause 8/9.

Thereafter, this agreement will automatically renew for a renewal period of 12 month(s), provided that the Customer pays the current renewal fee to the Provider, or unless either party terminate this agreement in accordance to clause 8.

MAINTENANCE CHARGES

The Maintenance Charges shall cover all services provided in clause 4. However, the Maintenance Charges will not cover the costs of any parts, software, manuals, materials, travel or other disbursements which may be necessary or requested by the customer. The customer will be billed separately for these costs as they occur.

Maintenance Charges are payable to the Provider.

The Customer shall pay all other costs within 15 days of receipt of invoice.

The Provider shall be entitled to adjust the monthly maintenance charge by giving the Customer 30 day’s written notice and will take effect when the next maintenance charge is due.

No such adjustment will take place within the initial Agreement Period.

MAINTENANCE SERVICES

The Provider agrees to provide the Maintenance Services to the Customer in respect of the Windows-based equipment on the terms and conditions set out in this agreement.

The Provider shall provide preventative maintenance services during the service hours at intervals necessary to keep the Equipment in good working condition.

After the signing of this agreement, in exchange for the payment of the Maintenance Charge, the Provider will provide/perform the following maintenance services if selected in Appendix A:

24/7 System Monitoring

• System proactive monitoring

Managed AV

• Antivirus, Anti-spyware and Anti-adware program updates

Extended Care (Includes monthly maintenance)

• Installing Microsoft Windows and Microsoft Office security patches and stability updates
• File system integrity check (Monthly)
• Third Party Software Patches
• Disk Defragmentation (Monthly)
• Delete any temporary files, cookies, cache, recycle bin files that the computer accumulates (Monthly)
• Patch Management
• Remove unnecessary programs
• Web Filtering & Protection
• Prevent unnecessary programs from automatically starting when the computer boots

Managed Backup

• Secure and Protect files with 256-Bit AES Encryption
• Configure and Monitor backups
• Workstation and Server backup configurations

Mobile Device Management

• Passcode enforcement
• Remote Wipe Capability
• Remote Lock

Managed Network Devices

• Maintenance/Updates
• Settings changes

Block Hours

• Block hours will expire after the fiscal year of the agreement
• Block hours are intended for support outside of project work.
• Block Hour rates cannot be combined with any other discount.

Included Monthly Remote Support Hours

• Hours do not carry over to other months or plans – Expire after each month
• Hours may only be used on listed user devices
• Hours may not be used on projects
• Hours are remote support only
• Hours may be pooled each month and used on all users under the plan
• This remote support does not include data migrations/recovery, server and advance networking configuration.

Webhosting

• SSL Certs
• Daily Backups
• Malware Protection
• 1-Click installs

Office 365

• User management
• License management
• Infrastructure settings

Office 365/GSuite Backup

• Automated Backups
• Unlimited Storage
• 256-bit advanced encryption

Password Management

• Password Vault
• Mobile App and Browser Add-ons
• Infrastructure documentation

• All additional work not listed above shall be performed at the Provider’s sole discretion and at its then-current standard hourly rates. Additional work is subject to other written agreements the Provider may require.
• Maintenance/Services will commence on a mutually agreed upon date and time.
• The Provider shall provide additional remedial maintenance services during the Service Hours when notified by the Customer that the Equipment is inoperative. The Customer shall pay the charges at standard hourly rates. The Provider shall endeavor to respond promptly and if possible, within 24 hours to requests for remedial maintenance.
• The Provider shall only provide remedial maintenance outside the Service Hours only if requested by the Customer, for which the Customer will pay the charges.
• Pixelated Tech shall not be obliged to maintain the equipment in good working order if such service is required as a result of:

(a) fire, storm, accidents; or

(b) unauthorized attempts by other than Pixelated Tech personnel to repair the equipment; or

(c) causes other than normal wear and tear including failure of equipment not maintained by Pixelated Tech or non-Pixelated Tech supplied consumable items, negligence of or misuse of the equipment

And operator error; or

(d) causes external to the equipment such as transportation, fluctuations or failure of power, electromagnetic interference or material changes to the prescribed environmental conditions.

CUSTOMER’S OBLIGATIONS

The Customer will cooperate with the Provider in connection with the Provider’s performance and provide full and free access to the Equipment, adequate working space and facilities such as electrical outlets within a reasonable distance from the Equipment.

The Customer shall obtain, keep and make available to the Provider machine readable copies of all programs, operating systems, drivers and data files relating to the Equipment. The Provider does not assume any liability as a consequence of the Customers inability to use its machine readable data.

The Customer shall not modify, create any derivative work of, or incorporate any other equipment into the network or any portion thereof. The Provider shall not be responsible for any maintenance of, or the repair of problems or malfunctions caused by any modification or enhancements made by the Customer or by anyone else other than the Provider.

The Customer shall make arrangements with Pixelated Tech to stay compliant and up to date in hardware and software upgrades. This includes Microsoft Windows 7 upgrades to Windows 10 by the End of January 2020. Hardware should be upgraded to handle the demands of software. Costs incurred through these upgrades are the obligation of the Customer.

Customers must open service requests (tickets) when applicable. Via Customer Portal or Email ([email protected]). Customers can also call in if the first 2 options are not available and Pixelated Tech will raise a ticket for you.

BACK-UP AND DATA LOSS WAIVER

Any additional labor incurred in attempting to recover lost files while the Customer has not maintained proper backup procedures will be charged at the Provider’s charges (normal hours) specified in Appendix B. Customer is solely responsible for their data and will not, regardless of circumstances, hold Pixelated Tech liable for any data loss. Data loss experienced during any procedure will be restored from Customer backup, if available, to its original location at no charge. At no time during the recovery or maintenance procedures will the Provider be responsible for data loss, downtime, or loss of business.

WARRANTIES AND LIMITATION OF LIABILTY

Maintenance Service provided under this agreement does not guarantee un-interrupted operation of the Customers computers, peripherals and network related to regular work.

The Provider, its directors, officers, employees and/or consultants are not liable for any damage, including loss of business, loss of profits, loss of opportunity or any other indirect or consequential loss of damage whatsoever in connection with the Provider’s performance under this agreement and the Customer hereby indemnifies the Provider in respect of same.

The Provider has no responsibility for or liability to correct, validate, bring into compliance or make any other remedy any problem with the programs that is caused in whole, or in part by the improper or inadequate installation of the Customer, or any incompatibility of the Customers environment, hardware or software with the programs.

INDEMNIFICATION

The Customer agrees to defend, hold harmless and indemnify Pixelated Tech for any and all claims, causes of action, damages, demands, fine, liabilities, and penalties arising out of the Customer’s breach of any warranty made by the Customer pursuant to this Agreement. The Customer further agrees to defend, hold harmless and indemnify Pixelated Tech for any and all claims, causes of action, damages, demands, fine, liabilities, and penalties arising out of the Customer’s negligent or reckless acts or omissions arising out of this Agreement.

TERMINATION

The Provider may terminate this agreement at any time by giving at least 15 days prior written notice to the Customer not earlier than 30 days from the Commencement date.

The Customer may terminate this agreement immediately at any time provided that it is responsible for the full amount of all maintenance payments due though the end of the term.

Either party may terminate this agreement immediately at any time by notice in writing if:

– The other party commits a breach of this agreement and fails to remedy it within a reasonable amount of time; or

– The other party ceases to continue its business or substantially the whole of its business; or

– The other party is declared insolvent or a liquidator, manager, trustee, receiver or similar officer is appointed over any of its assets.

– This Agreement may be terminated by Pixelated Tech immediately if Customer fails to pay any fees hereunder; or (ii) if

Customer fails to cooperate with Pixelated Tech or hinders Pixelated Tech’s ability to perform the maintenance services hereunder.

Customer allows any third-party access to managed systems under this contract. This prohibits and eliminates Pixelated Tech’s ability to keep systems or services optimal. (Pre-approved third parties may be allowed and must be approved before completion of this contract.)

Pre-approved third parties:

GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance to the law of Ma, United States of America. The parties submit to exclusive jurisdiction of the courts of Ma, United States of America.

NOTICES

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the most recent email address, fax number or address notified to the other party, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipted of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

NON WAIVER

The failure of either the Customer or the Provider to insist upon strict performance of any of the provisions contained herein shall in no way constitute a waiver of future violations of the same or any other provision.

THIRD PARTY RIGHTS This agreement does not create any rights in any third parties, except assigns, successors of heirs expressly permitted hereunder.