ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE
This Acknowledgment and Acceptance of Terms of Service (the “Agreement”) is provided to you (the “client”) in connection with the service(s) that the client has requested, submitted, or purchased (the “Service”) from PC-Protechs, LLC (“PC-Protechs LLC”).

1. Term of Service

 The Managed Services Agreement (“Agreement”) is for the term of a one (1) year period starting and ending on the dates listed on the invoice. The Agreement automatically renews for a subsequent term equal to one (1) year of the Agreement beginning on the day immediately following the end of the Initial Term, unless Client does not intend to renew this Agreement.

a) This Agreement may be terminated upon the renewal date if the Client chooses not to renew the Service.

b)  This Agreement may be terminated by the Client upon seven (7) days notice if the Service Provider:
i. Breaches any material term or condition of this Agreement and fails to remedy such breach within five business (5) days of receipt of such written notice; or,
ii. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.

c)  This Agreement may be terminated by the Service Provider upon seven (7) days written notice to the Client.

d)  If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of Services, including timely transfer of the Services to another designated provider. Client agrees to pay Service Provider in accordance with the fees and schedules contained in Service.

2. Fees and Payment Schedule

Fees will be calculated per month as defined under the provisions of the service selected by the Client, invoiced to Client on a Monthly/Yearly basis, and will become due and payable as defined under the provisions of Service selected. The first invoice will include an additional one-time setup fee as defined under the provisions of the Service.  Services provided by Service Provider that fall outside the scope of this Agreement may be billed on different intervals and under different terms. 

Client acknowledges that Service Provider will charge Client a $30.00 service charge for checks that are returned by Client’s bank for insufficient funds. Client agrees to pay said charge in addition to any other charges or fees that Service Provider may be entitled to. If Client tenders two (2) checks that are returned for insufficient funds, Client agrees to pay all future payments in certified funds, and acknowledges that personal checks will no longer be an acceptable form of payment.

Client’s payment for Services shall be deemed late when Client fails to remit payment within (10) days of the date the invoice was due.  Any late payment shall bear interest at the rate of three percent (3 %) per month or the maximum rate allowed under law, whichever is lower, or fraction thereof, from the due date until paid in full.  Any unpaid amounts due shall bear interest from the due date until paid. Notwithstanding any other provision under this Agreement, if any invoice or portion thereof is not paid within forty-five (45) days of the date of invoice, Service Provider may, ten (10) business days after providing notification via email, at its option (i) cease providing the Services and delete all service content, and/or (ii) refuse any requests to restore any service  content. Such interruption or cessation shall not relieve Client from its obligation to pay the undisputed amounts due and owing. IN THE EVENT SERVICE PROVIDER TAKES ANY ACTION PURSUANT TO THIS SECTION, IT SHALL HAVE NO LIABILITY TO CLIENT OR ANYONE CLAIMING THROUGH CLIENT. Client agrees to reimburse Service Provider its reasonable expenses, including attorney and other fees, incurred in collecting any amounts due and owing to Service Provider.   

It is understood and agreed that all Services requested by Client that are not expressly included within the terms of this Agreement will be considered Additional Projects, and will be billed as separate, individual Services from those contemplated herein.

3. Client Responsibility for Payment – Personal Guarantee

By using or installing the Residential Managed Services or by clicking agree and submitting the digital form, Client or the person signing on behalf of Client, personally guarantees payment of all fees and costs incurred by Service Provider.

4. Taxes

It is understood and agreed that all Federal, State, and Local Taxes applicable, except for payroll taxes, shall be added to each invoice for services and materials provided. Client shall pay any taxes due.

5. Coverage

Remote Help Desk support and Service Management of Client’s covered IT infrastructure will be provided by Service Provider remotely between the hours of 8:00 am – 5:00 pm Central Standard Time (CST), Monday through Friday, excluding the following holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. Service coverages are indicated in Residential Managed Services Standard Service Coverage.

Support – Service Provider will respond to Client’s Service Requests in accordance with the Residential Managed Services Standard Service Coverage, and will use its best efforts to respond within a reasonable time after hours and on holidays. Service Requests must be made by methods as defined under the provisions of Residential Managed Services Standard Service Coverage. Service Request Methods may change from time to time, when they do client will be notified in writing of the change. Failure to use current Service Request Methods as defined either in Residential Managed Services Standard Service Coverage or by written notice at a later date may cause delayed service response and resolution times. Any subsequent delays in service response and resolution time due to failure to use current Service Request Methods shall not constitute a material breach of this Agreement.

Service Outside Normal Working Hours – Services requested by Client to be performed outside of the hours of 8:00 am – 5:00 pm Central Standard Time (CST) Monday through Friday, excluding holidays, shall be subject to provisions of Residential Managed Services Standard Service Coverage.

Service Calls Where No Trouble is found – If Client requests onsite or remote service and no problem is found or reproduced, Client shall be billed at the current applicable rates as indicated in Residential Managed Services Standard Service Coverage.

Limitation of Liability – Service Provider shall perform all services using the same level of care that is expected in the industry. However, in no event shall Service Provider be held liable for indirect, special, incidental or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs and damages.

Disclaimer of Warranties  – Unless otherwise stated in writing, Service Provider expressly disclaims all warranties of any kind, whether expressed or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.  Service Provider makes no warranty that the Services will meet Client’s requirements, or that the Services will be uninterrupted, timely, secure, or error-free; nor does the Service Provider make any warranty as to the results that may be obtained from the Services or as to the accuracy or reliability of any information obtained through the Services.  Client understands and agrees that any material and/or data downloaded or otherwise obtained during the Services is done at the Client’s own discretion and risk and that Client will be solely responsible for any damage to the Client’s equipment or loss of data that results from the download of such material and/or data. Client releases Service Provider from all liability that may result from the loss or destruction of Client data.

Third-Party Warranties – Service Provider does not provide any guarantee or warranty for any parts, software, or material obtained from third-party manufacturers or developers.  Client is responsible for any labor costs associated with repair or service of defective third-party part, software, or material.

6. Additional Maintenance Services

Hardware/System Support – Service Provider shall provide support for all Devices and systems specified in Residential Managed Services Standard Service Coverage. Client agrees that all Devices shall be covered under warranty or an active vendor support contract; otherwise, Client shall have all necessary replacement parts readily available on site. Client warrants that all software is genuine, currently licensed, and vendor supported. Should any hardware, software, and/or system fail to meet the foregoing provisions, such hardware, software, and/or system shall be excluded from further service unless Client remedies the issue. Client agrees to pay any third party vendor support charges required to resolve any issues. Service Provider agrees to obtain Client’s authorization to engage third party vendors prior to incurring any additional charges.

Virus Recovery for Current, Licensed Antivirus protected systems – Service Provider shall use its best efforts to recover from a virus infection not detected and quarantined by the latest antivirus definitions, provided that those systems are protected with a currently licensed, vendor-supported, server-based, Antivirus solution. If the rectification of the condition is covered under the terms of this Agreement the Client will not be charged additional fees; if the rectification of the condition is not covered under the terms of this Agreement the Client will be charged additional fees under the provisions of Residential Managed Services Standard Service Coverage.

Monitoring Services – Service Provider will provide ongoing monitoring services for devices as indicated under the provisions of Residential Managed Services Standard Service Coverage. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the condition in a timely manner through whatever means available. If the rectification of the condition is covered under the terms of this Agreement the Client will not be charged additional fees; if the rectification of the condition is not covered under the terms of this Agreement the Client will be charged additional fees under the provisions of Residential Managed Services Standard Service Coverage.

7. Suitability of Existing Environment

Minimum Standards Required for Services – In order for Client’s existing environment to qualify for Service Provider’s Managed Services, the following requirements must be met and Service Provider will notify Client of any deficiencies in this environment within three (3) business days of discovering the deficiencies:

a. All Servers with Microsoft ™ Windows Operating Systems must be running Windows 2008 Server ™ or later, and have all of the latest Microsoft ™ Service Packs and Critical Updates installed.

b. All Desktop computers and notebooks/laptops with Microsoft Windows™ Operating Systems must be running Windows 7 ™ or later, and have all of the latest Microsoft ™ service packs and critical updates installed.

c. All server and desktop software must be genuine, licensed and vendor-supported.

d. All servers, desktops, and notebooks/laptops must always be accessible via a high speed internet connection with sustainable upload and download speeds exceeding 1 Mb per second.

e. Service Provider shall have the right to immediately cancel all services herein upon the determination by Service Provider that Client has engaged in any activity prohibited by state or federal law.

Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement.

8. Excluded Services

Service rendered under this Agreement does not include:

a. Parts, equipment, or software not covered by vendor/manufacturer warranty or support

b. The cost of any parts, equipment, or shipping charges of any kind.

c. The cost of any Software, Licensing, or Software Renewal, or Upgrade Fees of any kind.

d. The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.

e. The cost to bring Client’s environment up to our minimum standards required for Services.

f. Failure due to acts of God; acts or omissions of Client; water damage; fires; strikes; insurrections; riots; civil wars; act of enemies, labor disputes, disgruntled employees, embargoes; delays in transportation; acts of terrorism; acts of nature and animals; inability to obtain supplies; or requirements or regulations of the United States government or any other civil or military authority, infrastructure modifications, power failures, or other adverse environmental conditions.

g. Service and repair made necessary by the alteration or modification of hardware, software and/or systems other than that authorized by Service Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Service Provider.

h. Maintenance of Applications software packages, whether acquired from Service Provider or any other source unless as specified in Residential Managed Services Standard Service Coverage.

i. Programming (modification of software code) and program (software) maintenance unless as specified in Residential Managed Services Standard Service Coverage.

9. Confidentiality  

Nondisclosure of Confidential Information –  All Confidential Information supplied by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) shall remain solely and exclusively the property of the Disclosing Party.  Except as expressly authorized herein, as may reasonably be required to perform the Services or by prior written consent of the Disclosing Party, which consent may be withheld in the Disclosing Party’s sole discretion, each Receiving Party shall use at least the same degree of care in safeguarding the other Party’s Confidential Information as it uses in safeguarding its own Confidential Information.  Each Party shall be responsible for any unauthorized use or disclosure of any of the other Party’s Confidential Information received by it and its Affiliates and their respective employees, agents, representatives and consultants. If Client has reason to believe that Confidential Information has been accessed by an unauthorized party, compromised, or otherwise breached, Client should contact Service Provider’s technical support department at 920-358-0669.

Disclosures –  Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent that the Receiving Party is required by law or any applicable governmental authority to do so; provided, however, that in such event, to the extent permitted by applicable law, the Receiving Party shall notify the Disclosing Party and shall cooperate with the Disclosing Party in any attempt to contest or limit such required disclosure, at the Disclosing Party’s sole expense.

Explicitly-Include Information – Without limiting the generality of Confidential Information, Service Provider’s information, including computer programs and software, documentation, methodologies, training aids and manuals, and procedures, belonging exclusively to Service Provider shall be treated as Confidential Information and Client shall not disclose, sell, assign, lease, or otherwise make available any such information to any third party or entity, other than its employees who require such information to perform their duties, and shall remain the property of Service Provider, eligible for reuse/resale.

Ownership – Confidential Information will remain the property of the Disclosing Party, eligible for reuse/resale by the Disclosing Party.

Service Provider Knowhow – Client acknowledges that it has no rights in any software, hardware, systems, documentation, guidelines, procedures, methodologies, and similar related materials or processes, or any modifications thereof, provided by Service Provider (the “Knowhow”), except with respect to Client’s use of the same during the Term as part of Client’s access and use of the Services.  Any intellectual property developed by Service Provider in the course of performance of this Agreement shall be the proprietary property of Service Provider and shall be owned exclusively by Service Provider, and Client shall receive a royalty-free, non-exclusive, irrevocable right and license to use such proprietary software during the Term of this Agreement.  

10. Non-Solicitation of Employees

Client agrees that now and for two (2) year period after the termination of this agreement client shall not hire, solicit for hire, or cause any third party to hire or solicit for any current employee or contractor introduced by Service Provider to client, or person whole employment with Service Provider terminated during a two (2) year period prior to the solicitation for hire. This clause shall survive termination of this agreement for a period of two (2) years.

11. Modifications

Modifications to Services – Service Provider reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Services at any time.  Service Provider may add or remove functionalities or features, and may suspend or stop a particular Service altogether.

Modifications to Agreement – Service Provider may modify this Agreement at any time upon thirty (30) days’ written notice to Client.  If Client wishes to terminate this Agreement as a result of such modification, it may do so by sending written notice to Service Provider prior to the effective date of the modification; the failure to provide such notice will be deemed acceptance of the modified terms.   

12. Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any legal action brought as a result of this Agreement shall be brought in Manitowoc County, Wisconsin. Client and PC-Protechs LLC agree that any cause of action arising out of or related to this Case must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

13. Facsimile Copies

Signed facsimiles or  electronically signed or transmitted copies of this Agreement are to be given the same effect as an originally signed contract.

14. Indemnification

Client agrees to indemnify, defend, and hold harmless Service Provider (and its affiliates and their respective officers, directors, employees, and agents) from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, demands, liens, encumbrances, security interests, settlements, judgements, and other expenses, (including, but not limited to, cost of defense, settlement, and reasonable attorney’s fees) of whatever type of nature, including, but not limited to, damage or destruction to property, injury (including death) to any person or persons, which are asserted against, incurred, imposed upon, or suffered by Service Provider by reason of, or arising from:

1. Client’s breach of this Agreement;

2. Client’s actual or alleged infringement of any patent, copyright, trademark, trade secret, or other property or contract right of any other person

3. Client’s actual or alleged failure to promptly pay sums due to Service Provider or third-parties

4. Client’s failure to comply with applicable laws, regulations or ordinances

5. the acts or omissions of Client (or its officers, directors, employees or agents)

15. Agreement of Service Agreement

This Agreement covers only PC-Protechs Residential Managed Services Standard Package. Any additional equipment, software, or systems added after the execution of this agreement must comply with the provisions stated in Paragraph 6 above. The addition of such equipment, software, or systems shall result in an adjustment of the Client’s monthly charges which shall be agreed upon between Service Provider and the Client in writing.

 Residential Managed Services Standard Service Coverage

1. Residential Managed Services for Workstations

   1. Fees are calculated using the rates in the tables below per device.  

   2. Managed Services will be invoiced on the first (1st) of the month previous to the month that services are provided

   3. Remote and on-site help desk support will incur additional charges

2. Remote and On-Site Help Desk Support Services

   1. “Included” remote and on-site help desk support services will be logged but not invoiced

   2. Non-included remote and on-site help desk support services will be logged and invoiced upon completion

      1. Billed per minute/per tech rounded up to the nearest tenth (10th), 10 minute minimum charge

      2. Billable time begins and ends at discretion of Service Provider

      3. On-site services may incur travel cost at hourly rate below

      4. Invoice payment on Net 15 schedule (null if written payment agreement in place)

   3. Planned remote and on-site help desk support services outside of Normal remote and on-site help desk support hours may qualify as covered services and may not incur an after hours charge

   4. Remote and on-site help desk support Services rates do not apply to non-covered devices

   5. Remote and on-site help desk support Services rates do not apply to development or projects 

3. Parts

   1. Parts include, but are not limited to, physical components, materials, and/or third party softwares/services

   2. Unless explicitly written in agreement, all parts will be quoted, invoiced, and paid by Client prior to Service Provider ordering or obtaining parts.