Standard Terms and Conditions

Definitions:

Provider: 564MSP, LLC and its representatives

Client: The signer’s organization and their staff / representatives

Term of Agreement:

Unless specific otherwise in a specific agreement, all agreements will renew monthly. This Contract will be in force until the Client or Provider provides a 30-day advance written notice of termination, or the Contract is replaced by a modified contract.

Help Desk Hours:

The Helpdesk will be available during standard business hours – Monday-Friday, 9:00am – 4:30pm PST. Standard SLA response time is 4 business hours for standard tickets. The provider reserves the right to identify observed holidays. After-hours emergency support is still available during these times, and Client will be charged at emergency rates.

Payment Terms:

The monthly fee and any additional charges will be billed on the 1^st of each month. Payment is due within 30 days following receipt of an invoice. Invoices will be emailed to the Client Billing Contact. It is the Client’s responsibility to notify the Provider in writing of relevant staff changes.

Changes in supported device or user count will result in a periodic rate adjustment to match current utilization. Changes in pricing of specific provided service will be notified in writing in advance.

Any dispute to the charges or service must be notified to the Provider in writing within 30 days of receipt of the invoice. If the dispute is found to be accurate by the Provider, credit will be applied to a future bill. Late fees of 2% may be applied monthly to overdue invoices. Waiver of a specific item or fee does not constitue an ongoing waiver or change in the agreement.

Privacy:

Mutual privacy of Data and Systems will be respected by both the Client and Provider under this agreement. This includes PII (personally identifiable information), Financial Records, Trade Secrets, other non-publicly disclosed information. Access to data and systems is granted for the limited purposes of the agreed services to complete the work.

Private data storage will be protected following industry standard best practices wherever feasible using existing technological means. Notification of perceived breach will be provided as soon as possible so that logs and attempted remediation can occur in a reasonable manner.

For the purposes of data movement and backups, the Client grants limited license to store data on the Provider’s systems for the purpose of the work in a protected manner. This data storage may survive the agreement for a period of time, and will be removed at the Client’s request in writing where technically possible.

Intellectual Property:

1. Each party retains all rights, titles, and interest in and to all software, equipment, and other materials developed or otherwise obtained by such party independent of this Agreement ("Pre-Existing Work"). To the extent one party furnishes Pre-Existing Work to the other party in connection with a Contract, the furnishing party grants the other party a temporary, non-exclusive license to use, reproduce, and modify the Pre-Existing Work as necessary for the other party to perform its obligations relating to the Contract.

2. "Work Product" means any and all products, designs, know-how, computer programs, devices, methods, algorithms, procedures, discoveries, and inventions (whether or not reduced to practice) that are created, conceived, reduced to practice, developed, discovered, invented, made, or acquired in the performance of the Services. The08-18-2006 Provider will be the exclusive owner of the Work Product and all patents, copyrights, trade secrets, and other intellectual property rights therein.

3. Subject to the terms of this Agreement, the Provider grants the Client a non-exclusive, non-transferable, non-sublicensable, perpetual, royalty-free, worldwide license to use, reproduce, and transmit any Work Product that is incorporated into the Deliverables or that is reasonably necessary for the Client to effectively use the Deliverables, solely for the Client’s internal business purposes; except as expressly provided in this Agreement. The Client may not rent, lend, resell, or otherwise distribute any Deliverable. The license granted in this Section 2(c) will survive the termination or expiration of this Agreement and may be terminated only for the Client’s breach of the restrictions described in this Section.

4. The Deliverables may contain open-source software, the license terms of which may require that the computer code be generally disclosed in source code form to third parties, licensed to third parties for the purpose of making derivative works, or redistributable to third parties at no charge. The Client will comply with all such requirements.

Severability:

These are the standard terms and conditions that apply to all agreements. Additonal terms or overrides for a specific agreement will be with that ageement and specific to it. Any items found to be unenforceable by law or regulation will not invalidate any other terms in the agreement.

Limit of Liability:

Before any legal action is pursured, definiton of the issue and allowance for a reasonable correction of the issue should be communicated. Liability is limited to the value of the agreement within the 90-day time frame from date of service.

Each Party’s liability to the other Parties for any loss, cost, claim, injury, liability, or expense, including reasonable attorney’s fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall any Party be liable to the other Parties for any indirect, special, consequential, or punitive damages.

Force Majeure:

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

3^rd Party Services:

In the course of work on this agreement, a Third-Party-Provider may be utilized by the Client or Provider. These services / products will be covered by the agreements made with the Third-Party-Provider who will be solely responsible or liable for any claims caused by the Third-Party-Provider. Client will seek remedy with the respective Third-Party-Provider.

Current Terms of Service:

The Provider reserves the right to modify these Terms. If we make material changes to these Terms, we will notify you by email. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you agree to the updated terms
Current Terms can be located on-line at https://www.564msp.com/terms