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NCSi Inc. Plans and MSA
 All agreements are subject to the below MSA (Master Service Agreement)

MASTER SERVICE AGREEMENT

MASTER SERVICE AGREEMENT - THE TERMS AND CONDITIONS SET FORTH IN THIS MASTER SERVICE AGREEMENT (“AGREEMENT”) APPLY TO ANY AND ALL SERVICES AND OTHER PRODUCTS PROVIDED BY NCSI, INC. (“US” OR “OUR” OR “WE”) TO YOU, INCLUDING BUT NOT LIMITED TO SERVICES PROVIDED UNDER OUR “TOTALCARE” PLAN, OUR “SRCustom" PLAN, "SR7" PLAN, OUR “SR5” PLAN, OUR “SR3” PLAN, OUR LEGACY PLANS; “MINIMUM HOURLY” PLAN AND OUR “BREAKFIX” PLAN. IF THERE IS A CONFLICT BETWEEN THE APPLICABLE PLAN AGREEMENT, A PROPOSAL, OR THIS AGREEMENT, MSA WILL SUPERSEDE ANY CONFLICTING TERMS IN DISCOUNTED OR LEGACY PLANS. EFFECTIVE MARCH 1, 2024, THIS MASTER SERVICE AGREEMENT SHALL BE DEEMED INCORPORATED INTO AND MADE A PART OF ALL PLAN OFFERINGS, AND BY CONTINUING TO USE OUR SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS. 1.BASE SERVICES. The base services to be delivered by Us (“Base Services”) and the fees for those Base Services, and the specific terms applicable to those Base Services are described in the Proposal and Plan Agreement referencing this Agreement. Except for Supplemental Project Services (described below), and unless otherwise agreed in writing, the services We will deliver to You are limited to those Base Services specifically identified in the Proposal and described in the Plan Agreement. We may decline to perform any services requested by You that are in violation of any applicable law or that are not encompassed by the Base Services set forth in the Proposal and Plan Agreement. Such declination to provide services shall not be grounds for You to terminate this Agreement, the Proposal, or the Plan Agreement, unless such termination is in accordance with Paragraphs 8 and 9 of this Agreement. 2.SUPPLEMENTAL PROJECT SERVICES. “Supplemental Project Services” include additional services and equipment You may need on a “one-off” or emergency basis that are not included within the scope of the Base Services described in the Proposal or applicable Plan Agreement. We have no obligation to advise You of the need for Supplemental Project Services. Further, if You request Us to perform Supplemental Project Services, We reserve the right to decline performance of such Supplemental Project Services in Our sole and absolute discretion. If We are willing to perform the Supplemental Project Services, We will notify you in writing whether the Supplemental Project Services constitute (1) an Improvement Project and (2) a Special Project. It is up to Our sole and absolute discretion as to whether the Supplemental Project Services constitute an Improvement Project or a Special Project. You will incur additional Service Fees for both Improvement Projects and Special Projects. There will be no separate proposal for Improvement Projects and You will be billed at Our then-current hourly billing rate. Such Service Fees will be included on Your monthly service invoice. For Special Projects, We will provide you a Special Project Proposal identifying additional Service Fees and Hard Costs. You must sign and return the Special Project Proposal before We will begin or perform any Supplement Project Services. We will perform the Supplemental Project Services subject to Our availability and under no circumstances shall We be responsible for any delay in the provision of the Supplemental Project Services. All Supplemental Project Services are provided on an “as-is” basis and include no warranties of any kind, whether express or implied. 3.SECURITY PLUS ADD-ON SERVICE. All service plans provide You the option to participate in Our Security Plus Add-On Service. If you have elected to receive Our Security Plus Add-On in Your Proposal, such services are subject to the terms and conditions of this Agreement. You agree and acknowledge that the Security Plus Services include only those services identified in Your Proposal. We utilize Third Party Service Providers (as defined below) to provide the Security Plus Services. The Security Plus Services require Microsoft 365 or Google Workspace. We will use reasonable efforts to implement and administer the Third-Party Providers’ security measures into Your network and systems and monitor such systems; however, You expressly agree and acknowledge that We do not control the services or products provided by the Third-Party Providers, and that We shall have no responsibility or liability for, security issues or breaches. You expressly acknowledge and agree that use of or connection to the Internet provides the potential opportunity for unauthorized third parties to circumvent precautions and illegally gain access to the Your network, systems, and data. You agree to look solely to the Third-Party Providers for any relief that they may provide (if any), and shall indemnify, defend, and hold Us harmless from any and all causes of action, obligations, liabilities, or other damages resulting from or related to security issues or breaches. You shall promptly inform Us if You suspect or uncover any breach of security and We will promptly do the same. In such event, We will promptly connect You with the applicable Third-Party Provider to endeavor to remedy the security issue or breach. We will also work with the Third-Party Provider to resolve Your security issue or breach. Such services will be billed at Our then-current hourly billing rate for working-hours and after-hours, as applicable. You acknowledge and agree that We shall have no responsibility or liability for any delay in the resolution of the security issue or breach, and that We do not guarantee that the security issue or breach can be, in fact, resolved. You further agree that under no circumstances will You attempt to hold Us responsible for the acts or omissions of any Third-Party Provider. You acknowledge that all software, computer systems, programs, computer-controlled machinery and equipment, or any other digitally controlled systems are vulnerable to, and may be subject to undesired and/or unauthorized manipulation as a result of cyber incident, hacking, phishing, malware, viruses, and/or equivalent incidents (“Cyber Incident”). You acknowledge that Cyber Incidents may result in significant damages including but not limited to software corruption, systems corruption, damages to machinery, tools, equipment, inventory, and other hardware, disruption of business operations, leaks of confidential information, loss of access to assets, and more, all of which may result in significant and unquantifiable monetary losses (“Damages”). While We takes steps to avoid and minimize the risk of Cyber Incidents, and the quantum of Damages, We cannot guarantee that You will not be subject to Cyber Incidents and/or Damages, whether such Cyber Incidents occur whilst You are receiving the benefit of the Services. Therefore, We require that You obtain sufficient cyber security insurance to protect and compensate Yourself in the event of Cyber Incidents and/or Damages. You shall produce evidence of sufficient Cyber Insurance to Us upon request. 4.THIRD PARTY PROVIDERS. You expressly agree and acknowledge that We utilize third-party service providers and hosting facilities (“Third-Party Providers”) to provide the Base Services, Supplemental Services, and Security Plus Services (collectively, “Services”). You designate Us as your agent to enter into any third-party relationship reasonably required to provide Services to You and incur any costs for equipment, hardware, software, or other products required for Your network and systems to meet the Third-Party Providers’ requirements. Use of Our Services is subject to any and all applicable Third-Party Provider agreements. You expressly agree to the "Microsoft Customer Agreement"(https://www.microsoft.com/licensing/docs/customeragreement ), annual terms related to CSP provided NCE Licensing, and acknowledge and agree to be bound by any applicable Third-Party Provider agreements, and further acknowledge that such agreements are subject to change by the Third-Party Providers without notice. 5.COMPLIANCE WITH LAWS. You are solely responsible for reviewing and ensuring that the Services and products comply with and satisfy all applicable legal requirements applicable to Your business or industry (including but not limited to federal, state, local and international laws, rules, and regulations and professional standards of conduct) currently in effect and as they become effective, relating in any way to the privacy, data protection, confidentiality, or security of Your information. You agree to indemnify, defend, and hold Us harmless from and against any and all causes of action, obligations, liabilities, or other damages resulting from or related to non-compliance with or violation of the foregoing legal requirements applicable to Your business or industry. 6.FEES FOR SERVICES. The monthly Fees for Services consist of: (1) the Flat Subscription Fee indicated on Your Proposal, plus (2) the hourly rate for support services at Our then-current hourly rate based on the actual time expended in excess of the support hours included in Your respective Proposal and Plan Agreement (if any), plus (3) the hourly rate for Improvement Projects at Our then-current hourly rate based on the actual time expended, plus (4) any costs and expenses incurred by Us on Your behalf, including by not limited to incremental third-party service fees, travel expenses, and costs for any equipment, hardware, or other products furnished to You, plus (5) the amount stated in any Special Project Proposal. Our current hourly rates are set forth on Appendix B. The hourly rates set forth in Appendix B are subject to change, in our sole and absolute discretion, upon thirty (30) days written notice to You. Special rates may apply for services requested outside of normal business hours or on holidays. Such rates are also set forth in Appendix B and subject to change upon thirty (30) days written notice to You. Additionally, We reserve the right to change the Flat Subscription Fee upon thirty (30) days written notice to You; provided, such change will not result in an increase greater that fifteen percent (15%) of the current Flat Subscription Fee without Us presenting and entering into an addendum or new Proposal. 7.PAYMENT TERMS. All Fees for Services will be invoiced monthly and are due and payable within fifteen (15) days of Our delivery of the invoice to You electronically at the email address We have on file or at Your physical address if We do not have an email address on file. The initial Subscription Fee is due upon signing of the Proposal. All Fees for Services not paid when due will bear interest at a rate of twelve percent (12%) per annum. All payments via credit or debit card will be subject to a processing fee. If you dispute in good faith all or any portion of the amount stated on the invoice, You must notify Us, in writing, prior to the date payment is due, of the nature and basis of the dispute. If We are unable to resolve the dispute prior to the due date, You shall nevertheless pay the entire invoiced amount by the due date. If We ultimately determine that such amount should not have been paid, We will apply a credit equal to such amount against any future Fees for Services. 8.TERM OF AGREEMENT; RENEWAL. Unless otherwise expressly set forth on Your Proposal or the applicable Plan Agreement, the term of this Agreement, the Proposal, and the Plan Agreement commences on the date the Proposal is signed and continues for a period of one (1) year (“Initial Term”) unless terminated earlier in accordance with the terms of this Agreement. Unless You notify Us in writing at least sixty (60) days in advance of the expiration of the Initial Term, this Agreement, the Proposal, and the Plan Agreement will automatically extend for successive renewal terms of one (1) year. If You wish to terminate this Agreement during any renewal term, You must provide written notice at least sixty (60) day in advance of the expiration of the renewal term. If You timely provide notice of termination prior to the expiration of the Initial Term, You agree to reimburse Us for the time incurred to bring Your network up to the minimum standards described in Paragraph 12 at our then-current hourly rates shown on Appendix B. If You timely provide notice of termination prior to the expiration of any renewal term, You will not be required to reimburse Us the aforementioned setup charges. 9.TERMINATION BY YOU. Notwithstanding the foregoing, You may terminate this Agreement, the Proposal, and the Plan Agreement upon ninety (90) days written notice if We fail to fulfill in any material obligation under this Agreement, the Proposal, or the Plan Agreement and do not commence to cure such failure within thirty (30) days of receipt of such written notice. Otherwise, You may not terminate this Agreement, the Proposal, or the Plan Agreement except in accordance with Paragraph 6. If You wish to terminate this Agreement, the Proposal, or the Plan Agreement without cause prior to the expiration of the applicable term, We may, at our sole and absolute discretion, accept such early termination. In the event We elect to accept such early termination, You agree to pay Us the Subscription Fee multiplied by the remaining months in the applicable term plus any Third-Party Provider fees and other costs resulting from the early termination. You shall make such payment within fifteen (15) days of receiving written notice from Us indicating acceptance of the early termination and providing an invoice for the amount due. However, such initial invoice is not final, and You agree to pay any Third-Party Provider fees and other costs later discovered or incurred because of the early termination within fifteen (15) days of receipt of written notice from Us. 10.SUSPENSION OR TERMINATION BY US. We may terminate this Agreement, the Proposal, and the Plan Agreement for any reason or no reason at all, upon thirty (30) days written notice to You. Additionally, if You are in breach of this Agreement, the Proposal, or the Plan Agreement, We may suspend the Services until you have cured the breach. We may also terminate this Agreement upon written notice to You if You do not cure such breach (if curable) within thirty (30) days after written notice of such breach. Upon the termination of this Agreement by Us without cause, You will be responsible for all Fees for Services accrued through the end of the thirty (30) day notice period. Upon termination of this Agreement by Us due to Your failure to cure any breach: (a) any amounts owed to Us through to end of the applicable term will become immediately due and payable; (b) You must pay all costs and expenses, including Third-Party Provider fees resulting from the termination; and (c) You must return all of Our property in Your possession or control. 11.EVENTS UPON TERMINATION. If either party terminates this Agreement, the Proposal, or the Plan Agreement, the Parties shall cooperate in the orderly termination of Services and return of property, including the transfer of the Services to another designated provider, if applicable. You agree to pay Us any hard costs and expenses in addition to Our then-current hourly rate set forth in Appendix B based on the actual time expended by Us in connection with such transfer of the Services. 12.TAXES. Unless otherwise indicated on an invoice, all charges and fees owed under this Agreement, the Proposal, or the Plan Agreement, are exclusive of any applicable sales, use, excise, or services taxes that may be assessed on the provision of the Services. In the event that any taxes are assessed on the provision of any of the Services, You shall pay the taxes directly to the taxing authority or shall reimburse Us for Our payment. 13.MINIMUM STANDARDS REQUIRED FOR SERVICES. You must meet and maintain certain requirements in order for Us to provide the Services, including but not limited to the following: (i) all servers with Microsoft Windows Operating Systems must be running a current and Microsoft supported version and have all the latest Microsoft Service Packs and Critical Updates installed; (ii) all cloud service providers and/or subscription-based thirty-party licensing utilized by You must fall under Our relationship with Microsoft or Our other vendors; (iii) all Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Microsoft supported Windows Operating Systems (until no-longer supported) and have all the latest Microsoft Service Packs and Critical Updates installed; (iii) all Server and Desktop Software must be Genuine, Licensed, and Vendor Supported – We are not responsible for Your use or acquisition of unlicensed or improperly licensed software or products; (iv) You must have a currently licensed, up-to-date, and Vendor Supported Server-Based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email; (v) You must have a currently licensed, Vendor Supported Server-Based Backup Solution that can be monitored and send notifications on job failures and successes, (vi) You must have a currently licensed, Vendor Supported Hardware Firewall between the Internal Network and the Internet, (vii) all Wireless data traffic must be securely encrypted, and (viii) there must be an outside static IP address assigned to a network device, allowing RDP or VPN access. Hardware and software requirements can be found here https://ncsi.net/technologyplatform. This list is not all inclusive and You may need to acquire additional hardware and/or software, including but not limited to upgrades or replacements as certain technologies age and other technologies are released. If Our minimum standards are not in place upon commencement of the Initial Term, We will work with You to bring Your network up to Our minimum standards. However, You agree to pay all Fees for Services beginning on the commencement of the Initial Term, including all Fees for Services required to bring Your network up to Our minimum standards. We understand that this may take some time depending on timing and budgets so we will do Our best to support any items that do not currently meet Our minimum standards. However, You expressly agree and understand that said product(s) may pose a threat to the overall environment of Your network, and You assume responsibility for all risks, liabilities, and other damages resulting from or arising out of keeping said unsupported product(s) active. Should an item requiring support not meet our minimum standards, it will be at Our sole discretion whether to charge additional Fees for Services in order supporting such item(s). Such fees will be address addressed via legacy product line-item in Your invoice. 14.LIMITATION OF LIABILITY . OUR LIABILITY UNDER THIS AGREEMENT IS LIMITED TO ANY ACTUAL, DIRECT DAMAGES INCURRED BY YOU AND WILL NOT EXCEED THE GREATER OF (1) THE PROCEEDS OF OUR LIABILITY INSURANCE, OR (2) THE AMOUNTS PAID BY YOU TO US UNDER THIS AGREEMENT, THE PROPOSAL, AND THE PLAN AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF ANY SUCH CLAIM. IN NO EVENT IS EITHER PARTY TO BE HELD LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OR CLAIMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, LOSS FROM INTERRUPTION OF BUSINESS, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, THE SERVICES NOT MEETING YOUR REQUIREMENTS OR EXPECTATIONS, OMISSIONS, TRANSLATIONS AND SYSTEM WORDINGS, FUNCTIONALITY OF FILTERS, MIGRATION ISSUES, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, HARDWARE FAILURES OR MALFUNCITIONS INCLUDING ‘LOANED’ AND/OR ‘HARDWARE AS A SERVICE’ EQUIPMENT MALFUNCITIONS, RESULTING IN FIRE OR OTHER LOSS, UNAVAILABILITY OF BACKUPS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, SECURITY BREACH, OR THIRD-PARTY SERVICE FAILURES, EVEN IF PREVIOUSLY ADVISED OF THEIR POSSIBILITY AND REGARDLESS OF WHETHER THE FORM OF ACTION IS IN CONTRACT, TORT, OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY KIND OF AUTHORIZED ACCESS OR ANY HARM THAT MAY BE CAUSED BY YOUR ACCESS TO THIRD-PARTY APPLICATION PROGRAMMING INTERFACES OR THE EXECUTION OR TRANSMISSION OF MALICIOUS CODE OR SIMILAR OCCURRENCES, INCLUDING WITHOUT LIMITATION, DISABLING DEVICES, DROP DEAD DEVICES, TIME BOMBS, LOGIC BOMBS, TRAP DOORS, TROJAN HORSES, WORMS, VIRUSES, HACKERS, PHISHERS, CRYPTO-LOCKERS, RANSOMWARE, AND SIMILAR MECHANISMS. YOU ACKNOWLEDGE AND AGREE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT FOR THE CONSIDERATION GIVEN BY YOU BUT FOR THE LIMITATIONS OF LIABILITY AND DAMAGES CONTAINED IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE RIGHT TO RECEIVE THE SERVICES IN EXCHANGE FOR THE LIMITATIONS IN THIS AGREEMENT AND THE OTHER CONSIDERATION GIVEN BY YOU FOR THE SERVICES CONSTITUTES A BARGAIN THAT IS FAIR AND REASONABLE. 15. THIRD-PARTY CRIMINAL ACTIVITY. We are not responsible for criminal acts of third parties, including but not limited to intrusions or unauthorized access of any kind, hackers, phishers, crypto-locker, and any network environment subject to ransom. YOU AGREE TO HOLD US HARMLESS FOR ANY ACTIVITY AFFECTING NETWORK SECURITY ON YOUR ENVIRONMENT RELATED TO THIRD-PARTY CRIMINAL ACTIVITY, NETWORK SECURITY, OR PRIVACY. Any costs or fees to rebuild or service machines will be billed at Our then-current hourly rates. 16.INDEMNIFICATION. You agree to indemnify, defend, and hold Us harmless from and against any claims, causes of action, liabilities, obligations, and damages (including but not limited to attorneys fees and costs) arising from or related to: (i) any federal, state, or international law or regulation involving data privacy, data protection, or data breach applicable to Your business or Industry, (ii) Your physical product, (iii) Your use of the Services in violation of this Agreement, the Proposal, or the Plan Agreement, or (iv) software licensing and software licensing compliance. 17.Internet; Delays. YOU ARE SOLELY RESPONSIBLE FOR PROVIDING INTERNET ACCESS IN ORDER TO ACCESS AND USE THE SERVICES. OUR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 18.ACCESS. You agree to allow Us full and free access to Your computers and associated equipment, Your data, Your premises, and Your employees, agents, and representatives for the purpose of providing the Services under this Agreement, the Proposal, and the Plan Agreement. If there is anything that interferes with Our access, We may in our absolute discretion charge You for any extra time incurred. You represent and warrant that You own or have obtained all rights, consents, permissions, or licenses necessary to allow Us access to, possession of, manipulation of, and use of Your data. Notwithstanding the foregoing, You agree not to provide any consumer or other third-party data subject to privacy regulation under international, federal, state, or local laws (“Regulated Data”) to Us including but not limited to HIPAA, GLBA, GDPR, CCPA, etc. without first entering ensuring that such access is permitted by law or appropriate measures are taken to comply with any applicable law. 19.THIRD PARTY AUTHORIZATIONS. In order to be able to assist You quickly in times of need, You need to make sure We are authorized to work with all of Your external vendors that We may require to work with to provide the Services. This includes but is not limited to Your internet service provider, Your web and domain hosting provider, and Your telephony provider. During Your onboarding process, We will review all of the vendors You will need to provide authorization. If You begin working with any new vendors after the commencement of this Agreement, the Proposal, and the Plan Agreement, You agree to ensure that We are authorized to act on Your behalf upon the commencement of Your relationship with the new Vendor. 20.CONFIDENTIALITY. We will not use or disclose Your information, except as necessary to or consistent with providing the Services. During the course of this Agreement, You may learn certain proprietary and confidential information belonging to Us. Confidential and proprietary information includes but is not limited to Our development of existing or future business models, relationships, plans, products, and services marketed or planned to be marketed ("Confidential Information"). Confidential Information shall also include data relating to general business operations including but not limited to all financial, business, marketing, supplier, customer, employee and technical information, discoveries, inventions, processes, algorithms, software, specifications, designs, drawings, data, plans, prices, strategies, know-how and ideas, whether tangible or intangible (including all copies, analyses, and derivatives thereof). You: (a) shall protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as You would protect Your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) shall not use Our Confidential Information, or permit it to be accessed or used, for any purpose other than in connection with the Services; (c) shall not disclose any such Confidential Information to any person or entity, except to Your representatives who: (i) need to know the Confidential Information to assist You, or act on Your behalf, in relation to the Services or to exercise its rights under this Agreement; (ii) are informed by You of the confidential nature of the Confidential Information; and (iii) are subject to confidentiality duties or obligations to You that are no less restrictive than the terms and conditions of this Agreement; and (d) agree to be responsible for any material breach of this Agreement caused by any of Your representatives. You agree to the above and that during the term of this Agreement and for a period of twenty-four (24) months thereafter, You shall not directly or indirectly solicit, induce, recruit, or encourage any other party, customer, employee, consultant, or contractor to take away or terminate their relationship Us. 21.INTELLECTUAL PROPERTY OWNERSHIP. We (and Our licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Our technology, the content, and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You or any other party relating to the Services. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Services or the intellectual property rights owned by Us. Our name, logo, and the product names associated with the Services are Our trademarks or the trademarks of third parties, and no right or license is granted to use them. You retain all right, title, and interest in and to the Your data. You grant to Us all necessary licenses and rights in and to such data solely as necessary for Us to provide the Services to You or as required by law. You will be solely responsible for providing all data required for the proper operation of the Services. We will not knowingly use or access any data unless authorized to do so by You and, in such circumstances, We will access and use such data only as required to perform Services on Your behalf. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all data, and We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data, except to the extent caused by Our gross negligence or intentional misconduct. You are solely responsible for the Your data and will not provide, post, or transmit any data or any other information or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. 22.MARKETING. You hereby grant Us the right to reference Your name, industry, logo, and URLs in Our marketing literature, website, and/or correspondence to potential new clients, so as to identify You as a customer for marketing purposes and for Our benefit. 23.ASSIGNMENT; CHANGE IN CONTROL. This Agreement, the Proposal, and the Plan Agreement shall bind the Parties, their agents, successors, and assigns; however, this Agreement may not be assigned by You without Our prior written approval (such approval to be at Our sole and absolute discretion) but may be assigned without Your consent by Us to: (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 24.GOVERNING LAW. This Agreement is to be governed by and construed in accordance with the laws of the State of Washington. Jurisdiction and venue for any action arising under this Agreement is exclusively in the state or federal courts located in King County, Washington. The Parties waive any other choice of venue. Any action arising under this Agreement must be brought within six (6) months after its accrual. 25.ATTORNEYS FEES AND COSTS. If either party institutes legal proceedings to settle any controversy arising under this Agreement, the Proposal, or the Plan Agreements, the prevailing party in the action shall be entitled to recover its reasonable attorneys' fees and costs. 26.FORCE MAJEURE. We shall not be held liable for any delay or failure in performance of all or a portion or the Services from any cause beyond Our reasonable control and without Our fault or gross negligence, including, but not limited to, acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities other than facilities of a kind commonly protected by redundant power systems, unless such redundant power systems are also affected by any Force Majeure condition, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation common carriers. 27.WAIVER. No right or obligation under this Agreement, the Proposal, or the Plan Agreement will be deemed to have been waived unless evidenced by a writing signed by the party against which the waiver is asserted, or by its duly authorized representative. Any waiver will be effective only with respect to the specific instance involved, and will not impair or limit the right of the waiving party to insist upon strict performance of the right or obligation in any other instance, in any other respect, or at any other time. 28.SEVERABILITY. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions shall be unimpaired and the invalid terms or provisions shall be replaced by such valid terms and provisions that most nearly fulfills the parties’ intention underlying the invalid term or provision. 29.ENTIRE AGREEMENT . This Agreement, together with the Proposal, the Plan Agreements, and any Add-On Service Addendums, sets forth the entire understanding between the Parties with respect to the subject matter hereof, and revokes, replaces and ‘supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral, regarding such subject matter as of the date of signature. You expressly agree and acknowledge that this Agreement is subject to change and agree to be bound to any and all future updates to our master services agreement posted at www.networkcomputerservice.com/msa (terms.ncsi.net).

Hosted Terms and Conditions (Hosted App & Colo)

TERMS as per NCS invoice: - All payments are due upon receipt or as stated. - ACH is debited (Monday) the 3rd week of the month (allow up to 4days ACH processing). - If a payment is not received or payment method is declined, the buyer forfeits the ownership of any items purchased. - Any unpaid balance after the due date may be subject to a late payment charge per your contract. - All sales final. A processing fee will apply to all credit card purchases. - ACH: no charges for Auto-ACH or ACH via online portal. ~ General:  *With payment of an invoice client agrees to said services and/or items depicted on invoice and consents to the terms, policy(s) and/or EULA as specified via online terms - see below. ~ Discounts: *Upon expiration of an [indicated] item’s discount the continued payment of the related recurring invoice provides client's consent and acceptance of said item. These terms and conditions are subject to change.   ACCEPTANCE OF TERMS OF SERVICE This agreement “Agreement” by and between NCSi, Inc. "NCSi" and you, an individual or representative of a corporation or other entity, with the proper authority to engage your organization to this Agreement "You" or  “Your", as an authorized user of NCSi programs, online services, website, Colo-rack space services, cloud services, consulting services or any other products or services of NCSi together the "NCSi Services" or the “Services” provided on the “NCSi Network” or "Hosting Platform", You agree to be bound by the terms of this Agreement for use of NCSi Services. The following Terms and Conditions contained herein supersede any other agreement or negotiation between You and NCSi or any NCSi Reseller, whether oral, written or otherwise at any time with the sole exception of any agreement physically signed by any authorized Officer at NCSi. PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE ACCESSING NCSI SERVICES. BY CHECKING THE "I HAVE READ AND ACCEPT THE TERMS OF SERVICE" CHECKBOX AT SIGNUP, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY USING ANY OF THE NCSI SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THIS AGREEMENT. FURTHERMORE, YOU MAY NOT ACCESS ANY OF THE NCSI SERVICES OR WEBSITE SERVICES IF YOU ARE A DIRECT COMPETITOR OR AN AFFILIATE THEREOF WITHOUT THE PRIOR WRITTEN PERMISSION FROM NCSI.   You and NCSi are the only parties to this Agreement referred to singularly as a “Party” and collectively as the “Parties”. There is no provision of this Agreement that provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.   NCSi reserves the right to change the Agreement at any time and notify you by publishing an updated version of the Agreement on our website at Ncis.net. This will be the only Agreement version that will be effective or enforceable against NCSi. You further agree to review changes to the Agreement as published. SERVICE IMPLEMENTATION 1.1 SERVICES. Subject to the terms and provisions of this Agreement, NCSi shall provide the NCSi Services to You and such services shall be provided to You as specified in the written pricing quote provided You. In the event a formal written quote was not provided to You, the price billed to You in your first billing cycle for a full month of service and/or as updated via invoiced where said invoice has been paid by You.   1.2 BANDWIDTH AND CONNECTIVITY. NCSi shall provide all bandwidth, disk storage, sever capacity, and any other software or hardware required to run NCSi Services. You shall provide all bandwidth required to connect to NCSi and NCSi Services.   1.3 OWNERSHIP OF DATA. NCSi acknowledges that you own and maintain all rights, title, and interest to all Your data on the NCSi Network. You can access and download a copy of your data at your discretion, at any time.   CHARGES, FEES, AND PAYMENTS 2.1 CHARGES. NCSi charges or may charge one or more fees: Account Set-Up Fees, Monthly Subscription Fees, Annual Subscription Fees, Software Fees, and Consulting Fees where applicable. All such fees are subject to change upon 30 days notice.   2.2 SET-UP FEES. Set-up Fees apply to the build out of user profiles and/or private servers and are charged with the placement of an order with NCSi. Setup Fees are non-refundable.   2.3 MONTHLY SUBSCRIPTION FEES. Monthly Subscription Fees apply from the moment the set-up work is completed and Your service is deployed. Monthly Subscription Fees are paid in advance and are pro-rated for the balance of the remaining days in the month once initial service is deployed and will be multiplied by the number of days remaining in the month. The pro-rated fee will be calculated by multiplying the remaining days of the month by 1/30 the monthly subscription fee. Beginning the 1st of the following month, you will be billed for that month for Monthly Subscription Fees via Your credit or debit card (Visa, MasterCard, Discover, American Express) on file with NCSi. All payments shall be made in US Dollars.   2.4 ANNUAL SUBSCRIPTION FEES. Annual Subscription Fees apply from the moment the set-up work is completed and Your service is deployed. Annual Subscription Fees are paid in a year advance and are set to renew one-year from delivery of service unless written cancellation is submitted.   2.5 SOFTWARE FEES. Software Fees include any software You may request to purchase through NCSi and will be billed to Your credit or debit card on file with NCSi at time of Your order. NCSi does not charge for software licensing You may already own, that You have provided to NCSi to have hosted.   2.6 CONSULTING FEES. Consulting Fees shall be payable according to the scope of the Consulting agreement and established at that time.   2.7 FEE CHANGES. NCSi specifically reserves the right to change its pricing and charge additional charges upon notice to you. NCSi reserves the right to alter, change, amend or delete charges at its sole discretion.   2.8 CHARGE AUTHORIZATION. Upon the submission of an online order form or a verbal authorization, You authorize NCSi to charge the Credit or Debit Card You provided for the amount of the fees due for the agreed upon services including any Set-Up Fee, Pro-Rated Fees, or any other charges outlined herein that may be applicable. You further authorize NCSi to charge Your credit or debit Card for all subsequent recurring monthly fees.   2.9 NON-PAYMENT. Should You fail to provide Credit Card authorization to pay any such fees, NCSi, at its sole discretion will have the right to suspend Your account and/or terminate it. Should Your Credit or Debit Card be declined, You shall have 5 business days to provide NCSi with payment of Fees due. NCSi reserves the right to suspend or terminate your hosting account for a decline of Your Credit or Debit Card, or refusal to pay any charge or any portion thereof. NCSi will not be liable in the event Your account is suspended or terminated and any data, productivity, or any loss of revenue incurred by such a suspension or termination. NCSi or renew your account and/or any subscriptions or services provided. Subscriber will continue to be charged for licenses during any period of suspension. If Subscriber or NCSI initiates termination of this Agreement, Subscriber will be obligated to pay the balance due on account. If the account is not brought current prior to the renewal date of the agreement, the agreement shall continue as if no notice-of-termination had been submitted. See also MSP Services Terms & Conditions below "Contact Us" nav menu.   2.10 TAXES. NCSi shall not be liable for any taxes, governmental fees, and/or any other fees to be paid in relation to the Services provided herein. You agree that You shall be responsible for all taxes and fees of any nature associated with products and services provided to You by NCSi.   2.11 REFUND. If our service does not exceed your expectations, please submit written cancellation notice within the first 30 days. We will refund (minus a $25 setup fee if cancelled) in the first month for standard hosted QuickBooks. For monthly accounts, we require 90 days notice prior to cancelling. For Annual Subscriptions, you may cancel within the first 30 days and request a refund subject to a $50 hold back. For any specialised application we install other then QuickBooks, you may cancel minus any setup fee's charged for any server setup or application testing. We also require 90 days notice in order to cancel. With the exception of your initial trial period or as otherwise provided in this Agreement, all fees and charges are non-refundable. Refunds take 2-4 weeks to process.   CUSTOMER PREMISE EQUIPMENT REQUIREMENTS 3.1 CUSTOMER RESPONSIBILITY. You are responsible for the acquisition and maintenance of Your on-premise equipment, workstations, connectivity, and bandwidth to access and use NCSi services. This includes, but is not limited to computer hardware, software, network equipment, network maintenance, broadband Internet access, and other equipment and/or services.   ACCEPTABLE USE 4.1 ENFORCEMENT. NCSi strictly enforces compliance within its acceptable use terms as defined under the Acceptable Use terms set forth below. You agree, at any and all times to use NCSi Services in full compliance with the Acceptable Use terms set forth below. Your failure to adhere to the Acceptable Use terms, shall give NCSi, under its sole discretion, cause for immediate suspension and possible termination of Your account. You further agree to take sole responsibility of the actions or causes of ANY of your users, authorized or not.   4.2 UNACCEPTABLE ACTS. You agree not to:   4.2.1 violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government;   4.2.2 make any attempt to gain any unauthorized access to any customers, data, or software that may reside on NCSi’s Network;   4.2.3 any attempt, known or unknown, to download and/or install any executable software on NCSi’s Network. Such requests can only be processed by NCSi personnel;   4.2.4 transmit any email or bulk email that may constitute spamming or use the NCSi Network to stage any unacceptable attack on any other website, Internet service, or competitor;   4.2.5 engage in any activity or action that may cause harm or potential harm to the NCSi Network;   4.2.6 allow multiple users to access or share a single user account or set of login credentials;   NETWORK AND DATA SECURITY   5.1 NETWORK UP-TIME. Subject to NCSi’s rights herein to limit or deny, at NCSi’s discretion, access to its network, servers and/or the software hosted on said servers, the NCSi Service will be available to the Internet ninety-nine percent (99.9%) during NCSi business hours of 7:00am to 6:00pm Pacific time.   5.2 DATA SECURITY. NCSi takes significant measures to ensure the security of information and data submitted by You and/or Your users, NCSi cannot guarantee the security of information collected and/or transmitted during Your use of the Service and shall not be liable in any way for any unauthorized access of Your data.   5.3 USER ACCESS. You agree to not allow other individuals to have access to or use Your Account, with the exception of permissible employees, professionals, consultants or agents who have been informed of the parameters set forth in this Agreement.   5.4 CONFIDENTIALITY. You agree to at all times, maintain the confidentiality of Your Account credentials and/or Account information and agree to be solely responsible for any and all activity in relation to Your Account.   SOFTWARE LICENSE AGREEMENTS 6.1 COMPLIANCE. You represent and warrant that You own valid licensing for Software that you provide NCSi in which to deploy your Services. You agree that you will comply with all software license agreements for any software that you may rent through NCSi, as such licenses may be revised by NCSi and/or its licensors from time to time, including, without limitation, Microsoft Office and the Windows Desktop. You warrant that You will not violate any 3rd party software license agreement.   6.2 LICENSE REPORTING. In some cases, NCSi reports software licensing to the software developer or manufacturer. You hereby grant NCSi permission to share with the software developer or manufacturer of the 3rd party licensed software of your prospective license information including all licensing keys and numbers provided by You.   6.3 SOFTWARE HOSTING. You agree that any hosting of any 3rd party software You provide NCSi and request NCSi to host for You, will be deemed to be part of the NCSi Services and subject to the terms of this Agreement, including, without limitation, its indemnity and limitation of liability provisions.  In the event that a breach of the terms of the licensed software occurs due to any oversight or unknown mistake, omission or any reason beyond NCSi’s control, You agree that the terms of this Agreement provide the entire and only remedy available to you.   TERM 7.1 CONTRACT TERM. There is a 12 month minimum initial term commitment for 'Colo rack space provided' and/or 'Virtual Hosted Servers'. Unless otherwise stated, the term of the Hosting Agreement shall be monthly or a prorated partial month with automatic renewal for subsequent additional months after the expiration of the initial term (each such month a "Contract Term").  NCSi reserves the right to accept pre-payment of renewal periods and may from time to time offer financial incentives for such pre-payment. Under certain circumstances and configurations, longer Contract Terms may be required and discounts for election of longer a term may be available. Such events will be in writing via separate agreement of via Proforma Invoice / Estimate/quote or as stated on customer invoice, and deemed an Attachment to, and be governed by, this Agreement. See also MSP Services Terms.   CANCELLATION 8.1 CANCELLATION. Unless under agreement for a Term other than monthly, such as an annual contract, You may terminate your account without penalty upon the written delivery of acceptable notification, as defined under the Notification section of this Agreement, and given with 90 days notice of your intent to cancel your account.   8.2 REMOVAL OF DATA. It shall be Your responsibility to remove any and all data from Your account that NCSi may host for You as part of NCSi Services. NCSi shall assume all data has been removed and/or copied from Your account prior to the date You provided with Your written intent to cancel your account. You further agree to hold NCSi harmless and indemnify NCSi for any failure of Yours to comply with this provision.   TERMINATION 9.1 BREACH. For any reason as set forth in this agreement or in the event that You are at anytime in breach of this Agreement, NCSi, at it’s sole discretion, may suspend or terminate Your account by suspending Your access to Your account. In the event of a suspension, service charges shall continue to accrue and You will continue to be responsible for such charges. NCSi reserves the right to charge a re-activation fee of $25 per user, account, or single set of user credentials to reactivate a suspended account. NCSi also reserves the right to fully terminate Your account, which may include deleting any data related to Your account, without notice for any breach of this Agreement.   9.2 AGREEMENT. This Agreement and all of its Terms set forth herein, shall remain in full force and effect until terminated.   9.3 CAUSE. NCSi shall have cause for immediate termination if any of the following applies;   9.3.1 if any payment for NCSi Services is more than 5 business days overdue;   9.3.2 any material breach of any of the Terms and/or Provisions of this Agreement that is not cured within 10 business days;   9.3.3 immediately upon any breach of the terms and/or provisions of the ACCEPTABLE USE section of this Agreement;   9.4 THIRD PARTIES. If You subscribe to NCSi Services through a 3rd party such as an Accountant or Reseller, You understand and agree that the 3rd party has the right to request NCSi to suspend or terminate Your account at any time, for any reason. Furthermore, their failure to pay for services they are reselling You could result in termination or suspension of Your access to NCSi Services and/or Your data.   9.5 DATA RETRIEVAL. In the event of termination, You take full responsibility to remove Your data and NCSi is not responsible for your responsibility to remove your data in the time allowed for You to remove your data.   9.6 SERVICE DISCONTINUATION. NCSi reserves the right to terminate with notice, any service it deems to cease providing or doing business entirely for reasons beyond NCSi’s control or for any other reason whatsoever.   CONFIDENTIALITY 10.1 CONFIDENTIAL INFORMATION. You agree that any and all information and documents disclosed or produced by either party over the course of this Agreement, whether in written or verbal form shall be deemed CONFIDENTIAL INFORMATION of the disclosing party. NCSi, Inc will not disclose, sell, or market any of your information, contact information, or otherwise.   10.2 TREATMENT OF CONFIDENTIAL INFORMATION. Both parties acknowledge the possibility of the existence of CONFIDENTIAL INFORMATION related to each parties business, and both parties shall hold such CONFIDENTIAL INFORMATION in a matter similar to how they treat their own CONFIDENTIAL INFORMATION, but in no case less than reasonable care.   10.3 ACESSABILITY. You are solely responsible for ensuring that your login information is kept private and only used by You, with the exception of your employees, agents, professionals and outside contractors. Your responsibility includes keeping the secrecy of your account Credentials (username and password). You are also responsible for changing Your password on a regular basis to further ensure Your security. You also understand NCSi does not recommend using easy passwords that may be weak and not deemed secure. If your login credentials have been lost or stolen or if You believe there has been unauthorized access to Your Account, it is Your responsibility to notify NCSi immediately so Your login credentials can be changed or reset.   NOTICE 11.1 NOTICES. Any notice under this Agreement provided by You to NCSi  shall be via email at accounting@ncsi.net or via US Mail at NCSi, Inc 5836 South 228th ST. Suite C. Kent, WA 98032. You agree to notify NCSi of any change of Your contact information within 10 business days. Notice to You at this address is deemed sufficient regardless of Your receipt of such email. You warrant that the contact information on file with NCSi is current and accurate as described in the ACCEPTABLE USE section. Any notice under this Agreement given by You to NCSi for the purpose of cancelation shall be acceptable via email, however email Notice to NCSi by email shall be deemed sufficient only upon confirmation from NCSi.   WARRANTEES, LIMITATIONS OF LIABILITY NCSi makes every reasonable effort to maintain operation of the NCSi Services. However, because many events and circumstances are generally beyond the control of NCSi. Additionally, NCSi does not warrant or guarantee the NCSi system and/or servers will meet all of your needs and requirements or that our Service will be error free or run uninterrupted.  NCSi will not be held responsible in any way or form, for any system delay, loss of data, slow connection, lack of connection, or any other such issues regardless of any active or passive negligence of NCSi.  All NCSi Services are provided to You on an “as is” basis, and without any warranty of any kind, whether expressed or implied.   Neither Party shall be liable to the other for any lost profits or revenues, or cost of procurement of substitute services as a result of any indirect, special, incidental, or consequential damages including damages for lost data, regardless of cause. In no event, shall NCSi’s liability arising out of this Agreement exceed the net amount NCSi has actually received from you under this agreement. The parties agree that this section represents a reasonable and acceptable risk.   INDEMNIFICATION 13.1 INDEMNIFY. You hereby agree to indemnify, defend, and hold harmless NCSi, its officers, directors, agents, resellers, and employees from and against any and all third party claims or causes of action including any and all perspective damages, attorneys fees and costs, expert fees and costs, mediation and/or arbitration fees and costs incurred as the result of any breach or claim of breach of this Agreement or Your negligence whether active or passive or any negligence of NCSi in any way related to Your use of the NCSi Services or any portion thereof. NCSi shall have exclusive rights with NCSi’s selection of legal representation.   13.2 ASSIGNMENT. You agree that upon the assignment of Your account and subsequently Your login information such as a username and password, You will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to Your account via the use of Your login information. You further agree to indemnify, defend and hold harmless NCSi, its officers, directors, agents, resellers, and employees from and against any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred as the result of any claim for damages in any way related to the disclosure of Your confidential login information. NCSi shall have exclusive rights with NCSi’s selection of legal representation.   FORCE MAJEURE Both parties to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to: acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of either party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. NCSi also reserves the right to terminate this Agreement in the unlikely event that NCSi elects at its discretion, to cease doing business for economic reasons or for any reason whatsoever.   ASSIGNMENT NCSi at any time and from time to time may assign its rights and delegate its duties under this Agreement without Your prior consent. You may not assign this Agreement to any other person under any circumstances without written permission of NCSi.   ARBITRATION 16.1 AGREEMENT TO ARBITRATE. Any and all disputes which arise under this Agreement or in connection with the NCSi Services to be delivered hereunder and which are not resolved within thirty (30) days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association before by a panel of three arbitrators in Seattle, Washington. Any party may initiate arbitration proceedings under the terms of this Agreement, by providing the proper written notice Demand for Arbitration to the other party evidencing such a claim, dispute or controversy. A Demand for Arbitration shall be made within a reasonable time after the claim, dispute or controversy has arisen; provided, however, that no Demand for Arbitration may be made after the date when institution of such claim, dispute or controversy would be barred by the applicable statutes of limitations. Arbitration proceedings shall be commenced within thirty (30) days of such notice or as soon thereafter as practicable, and the arbitrators shall be required to render a written determination within thirty (30) days after the commencement of such arbitration proceedings. The written decision of the arbitrators shall be final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction. You agree that by accepting this Agreement, You are consenting to binding arbitration as Your sole and exclusive remedy for any disputes, controversy, or claim of damages as a result of any of the terms and conditions set forth in this Agreement or services provided to You by NCSi, Inc. You understand that in arbitration, You shall have no right to a jury trial, You will have limited discovery rights, and forgo any right of appeal of any decision set forth by the Arbitrator.   GOVERNING LAW 17.1 GOVERNING LAW. The Agreement shall be governed by the laws of the state of Washington, county of King.   FULL AGREEMENT 18.1. FULL AGREEMENT. This Agreement and any applicable exhibits, constitute the full agreement and supersedes any and all prior agreements between the Parties. This Agreement may be modified only in the matter set forth herein.   AMENDMENTS 19.1 AMENDMENTS. NCSi may at its discretion and without advanced notice amend this Agreement from time to time. In the event any amendments have been made, NCSi will make the Amended Agreement available on the NCSi website at www.Ncis.net. Such an Amended Agreement will become effective immediately for any and all existing and future accounts, customers, users, or subscribers. It is Your responsibility to, from time to time, check the NCSi website for any published Amendments to this Agreement.   MISCELLANEOUS 20.1 TRADEMARKS. NCSi’s trademarks, corporate names, trade names, websites, domain names, logos, and service marks are the sole property of NCSi, Inc. You agree not to use or display, in any format, any of the trademarks, corporate names, trade names, websites, domain names, logos, and service marks without the prior written permission of NCSi. Third party trademarks are the property of their respective owners.   20.2 SEVERABILITY. In the event any provision of the Agreement is determined by an arbitrator or court of competent jurisdiction to be contrary to applicable law, then such provision shall be construed as nearly as possible to conform to applicable law and the other provisions of this Agreement shall remain in full force and effect.   20.3 ENFORCEMENT. NCSi's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision in any way unless acknowledged and agreed to by NCSi in writing.   20.4 ATTORNEYS FEES. If either party initiates litigation to enforce any terms or provisions of this Agreement, the prevailing party shall be entitled to costs and reasonable legal fees. This Agreement was updated on August 1 2015.     Microsoft software is © 2011 Microsoft Corporation.  All Rights Reserved.  Microsoft software is hosted by NCSi under license by Microsoft, Inc. under its SPLA Agreement. NCSi is also a Registered Microsoft Partner and is not endorsed by Microsoft.  Citrix XenApp is © 1999-2011 Citrix Systems, Inc. All Rights Reserved. Citrix XenApp is utilized in the NCSi Network under license from Citrix under its CSP Agreement. NCSi is an authorized Citrix Service Provider and is not endorsed by Citrix. QuickBooks Software is © 2011 Intuit Inc. All rights reserved. QuickBooks Software is hosted by NCSi and is not affiliated with or endorsed by Intuit, Inc. Sage ACT! And Sage Peachtree Software is © 2011 The Sage Group plc. All Rights Reserved. Sage ACT! and Sage Peachtree Software is hosted by NCSi and is not affiliated with or endorsed by The Sage Group.

Terms as per NCS invoice

Terms: All payments are due upon receipt unless stated otherwise. NCSi shall process Credit Card or eCheck (ACH) ~3rd week of the month. If a payment is not received or payment method is declined, the buyer forfeits rights to items purchased until paid in full. Any unpaid balance may be subject to a late payment charge. A 1.9% Shared Processing Fee will apply to all credit card purchases $500.00 shall have a processing fee of 4.5%. All sales final. Terms & conditions are subject to change and expiration of promos and/or discounts may also occur. App hosted agmts have a 60 to 90 day minimum term, HaaS/FWaaS and each Microsoft subscription Product/Service (MS/Office 365) are subject to a minimum 1-year NCE agreement. *Continued product use/acceptance as well as invoice payments confirm client’s agreement to the above-mentioned products and services and conveys client's consent to policies specified herein, and our MSA, and terms described online: http://terms.ncsi.net. These terms and conditions are subject to change.

SRD - SR Default Service Plan

SRD

This SRD plan is subject to the NCS Master Service Agreement (MSA) with the following modifications for our SRD plan. Under the SRD plan, the base monthly fee is $159.90/month with the first 0.5 hour of remote support labor included. Additional support labor will be billed at a rate of $159.90/hour during normal business hours. Please request an Appendix B for additional labor rates. Under the SRD (default) plan You are provided the ability retain current a-la-carte licensing for Microsoft, antivirus, and backups, however, monitoring of any kind (monitoring of said services or any hardware; laptops, workstations, network, etc., regardless if monitoring was provided previously) is not provided on the SRD default plan. If You currently purchase ConnectWise Monitoring, this will be changed to Automated Security Patch Management services moving forward. Please note: You shall be responsible for self-monitoring of any backups (whether on-premises or cloud based), antivirus, security updates, etc. NCSi is solely providing the functionality of the a-la-carte licensing for said product(s) mentioned above and You are responsible for all monitoring and confirmation that backups and other services are in working order. 
Help Desk Limitations: Support requests submitted by You will not be subject to an SLA response guarantee. All response times are based upon best-effort. This is typically 24 business hours. A support request may be upgraded to critical priority for a fee ($79), charged per instance. This upgrade guarantees a response time of 1 hour maximum. If we fail to respond within this timeframe, You are eligible for a refund of the upgrade request.
Acknowledgement of Cybersecurity Limitations: For security purposes, You acknowledge that We are not providing any cybersecurity-related services outside of the Antivirus licensing you may have. Your business is vulnerable by today's standards and a significant risk to cyber-attacks exists without proper cyber security protocols in place. This Agreement shall have an initial term of 90 days and shall automatically renew for successive 90-day periods unless terminated by either party with 30 days' advanced written notice. 

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