Twisters Terms and Conditions
Services: Steady Networks shall provide to Client remote or onsite support of their systems in accordance with Proposal (Schedule A). Steady Networks includes services necessary to maintain the functionality of existing technology and which are covered by the Steady Networks Agreement. Service requests will be performed remotely; if a support request cannot be resolved remotely, at Steady Network’s option, a Steady Networks engineer will make a scheduled service call to the Client’s location. Steady Networks’ normal working hours for the purpose of this Agreement are 8:00 am to 5:00 pm Mountain Standard Time, Monday through Friday excluding Steady Networks Recognized Holidays. After hours emergency support is also available by phone. Steady Networks may also provide onsite technical equipment to Client for the support of their systems.
Term and Termination: This Agreement shall be in effect for a thirty six (36) month term. Cancellation before the end of the term will result in Client paying Steady Networks for the remaining balance of the Agreement unless termination is for poor performance with: 3 written notifications of service dissatisfaction with a performance improvement plan implemented over at least 60 days. Upon cancellation, Steady Networks will provide transitional support for thirty (30) days and all Steady Networks provided equipment (Firewall and Backup appliance at main office) must be returned unless otherwise specified in Schedule A. Failure to return Steady Networks’ equipment within thirty (30) calendar days will result in charges to cover the cost(s) associated with replacing the unreturned equipment. Client agrees to pay such charges whether the equipment is unreturned, lost, stolen or destroyed. Either party may terminate this agreement immediately if the other party becomes insolvent, or bankrupt, liquidated or dissolved, or ceases substantially all of its business. Neither party shall be liable for damages resulting from a termination of this agreement as provided for herein.
Fees: Fees will be calculated based upon the information provided in Proposal. Fees are billed monthly, in advance and commence on the Effective Date; if the Effective Date is other than 1st of the month, prorated fees for the initial month and following month will be billed in advance. Client’s provided credit card or ACH will be charged on the invoice due date. A finance charge of one and one-half percent (1.5%) per month (eighteen percent (18%) per year) late payment fee will be assessed on any unpaid balance remaining after due date. Steady Networks reserves the right to refuse or suspend service under this Agreement in the event Client has failed to keep the account current. Steady Networks has a minimum monthly fee of $1,500 in order to maintain service.
Representation and Warranties: Each party represents and warrants to the other that (i) it has all necessary authority to enter into and perform its obligations under this agreement without the consent of any third party, and (ii) that it shall comply in all material respects with all laws applicable to the performance of the Services. THE PARTIES HERETO MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.
Assignment: Steady Networks may assign this Agreement to an affiliate or third party without the prior consent of Client.
Confidential Information: Steady Networks will keep all Client information confidential. Steady Networks may share or make transfers of Client’s data (including confidential information) as is reasonably necessary and/or incidental to Steady Networks’ performance of the services provided under this Agreement. This section shall survive the termination of this Agreement.
Non-Solicitation: The Client hereby agrees not to solicit the services of any Steady Networks, Inc. employee except through Steady Networks, Inc., for a period of one (1) year following the Agreement termination. Should the Client do so, as compensation for the cost to Steady Networks, Inc.’s investment in recruiting, developing, training of or loss of services of the said employee, the Client agrees to pay to Steady Networks a sum equal to one hundred percent (100%) of the said employees previous twelve (12) month Steady Networks compensation within five (5) days of the said employee’s date of employment by Client.
Maintenance: Steady Networks will perform regularly scheduled maintenance tasks to keep Client’s server(s), workstation(s), & other hardware running efficiently and to minimize exposure against security threats. Many of these tasks require client’s hardware to be restarted. Steady Networks reserves the right to conduct after-hours/weekend maintenance and restarts. Steady Networks requires that servers and workstations remain powered on but logged off after business hours.
Software Licensing: Steady Networks will not support unlicensed software. In the event that the Client has unlicensed software, the Client is responsible for achieving 100% license compliance.
Data Loss: While Steady Networks will make commercially reasonable efforts to preserve Client’s data, consistent with other services of this nature, Client alone is responsible for backing up Client’s own data. Client hereby releases Steady Networks from liability resulting from economic or non-economic loss resulting from lost, missing or corrupted data that might occur as a result of any service or repair work performed by Steady Networks or from any failed hard drives or other hardware malfunctions or failures.
Network Intrusion: While Steady Networks will make commercially reasonable efforts to secure wired and/or wireless network connections, consistent with other services of this nature, the presence of hackers, viruses, malware, adware, spyware, spam and the Client’s own email and web surfing may compromise the integrity of the Client’s wired and/or wireless network. Client hereby releases Steady Networks from liability for economic or non-economic loss resulting from any network intrusion or the compromise of the Client’s wired and/or wireless network.
Client Responsibilities and Minimum Standards:
1. Current support agreements with third party hardware & software vendors
2. All servers and workstations operating systems (OS) must be currently supported by the OS manufacturer.
3. Vendor-supported server based backup solution that can be monitored and send notifications on job failures/successes.
Loaned Equipment: The Client agrees that the Backup and Disaster Recovery (BDR) solution including the Appliance unit, all software and hardware utilized by Steady Networks, in the execution of this service shall remain the property of Steady Networks and must be returned if requested. Client further agrees to cease the use of any technology that remains the property of Steady Networks upon termination of this agreement. If the loaned equipment is stolen, damaged or destroyed, the client must pay current market prices at the time of the loss for a replacement unit.
Disaster Service: In the event of a disaster, there will be additional fees for “Disaster Recovery Service” plus all applicable hardware, freight and shipment costs to deliver a new NAS that will contain the most current data loaded at the Data Center. Fees for the “Off-Site Virtualization Service” are $750.00 per week for access to virtualized machines.
Title of Software, Documentation and Services: No ownership or title of the Software, Documentation or Services used to deliver the Back-up Service is conveyed to the Client under the terms of this Agreement.
Warranties: Work will be performed to the best of Steady Networks’ ability and in accordance with reasonable and customary practices prevailing at the time. Client acknowledges that the software and hardware used to provide the service may contain bugs, errors or other problems. The BDR unit cannot be modified in any way by anyone but Steady Networks. This includes adding software applications to the NAS itself, adding memory and/or hard drives, etc. The software and third-party products which are supplied with the software are provided “as is” without any warranties of any kind. Steady Networks makes no warranties, express or implied, including but not limited to warranties of or relating to merchantability, fitness for a particular purpose, or non-infringement of third parties’ rights.
Liability: Neither Steady Networks, Steady Networks’ employees nor agents will be liable in contract, tort or negligence for any consequential losses, indirect losses, liability, injury, damages or any other claim for consequential compensation whatsoever, including loss of profit, costs, and expenses from or in connection with any contract or agreement or breach thereof. Steady Networks will not be liable for any consequential loss or damages due to unauthorized ‘hacking’ of the network infrastructure.
Exclusions: Steady Networks’ service does not include the following items and Steady Networks reserves the right to deny service or bill the Client at our current rates for service. This is not an exhaustive list.
1. All “Projects” or “Project Services”.
a. Projects are defined as new technology initiatives or changes (i.e. the labor or materials for new servers, new client purchased workstations not pre-approved by Steady Networks, or new network; full version software installations; office moves) requiring more than 2 hours to complete.
b. A written quote will be provided for the project which will need to be approved and signed before the project can be scheduled.
c. All projects require at least a two week lead time notice in order to properly plan and schedule.
2. Service of any product that is out of the control of Steady Networks (i.e. Microsoft has a permanent bug that is known but does not yet have a fix).
3. Fixing problems that require access to proprietary third party product information UNAVAILABLE to Steady Networks or any act or omission on the part of any third party.
4. Service of hardware or software not covered under this Agreement, not covered by vendor/manufacturer warranty or support, or requiring replacement or repair and not replaced or repaired according to Steady Networks’ previous recommendation.
5. Service caused by force majeure.
6. The cost of any hardware, parts, equipment, shipping charges, software, licensing, renewal/upgrade fees, 3rd party vendor/manufacturer support or incident fees of any kind.
7. Service made necessary by the addition, alteration or modification of hardware or software not authorized by Steady Networks and made by the Client or anyone other than Steady Networks.
Backup and Disaster Recovery Solution: This coverage will provide server backup and offsite cloud storage, backup monitoring and issue mitigation, backup to on-site storage (Steady Networks provided NAS), unlimited file restores, encrypted offsite synchronization, cloud-based recovery environment, quarterly recovery testing and access to a disaster recovery consultant.
Fees may increase if additional storage or licenses are required. Adjustments for additional licenses or additional offsite storage will be applied on the next billing cycle.
1. Additional off-site storage: $0.25/GB/month.
Steady Networks Recognized Holidays:
1. New Year’s Day Every January 1st or nearest business day
2. Memorial Day Last Monday of May
3. Independence Day Every July 4th or nearest business day
4. Labor Day 1st Monday of September
5. Thanksgiving Day 4th Thursday of November
6. Christmas Day Every December 25th or nearest business day
Notice: All notices required to be sent shall be in writing and shall be deemed to have been given when received by email, if provided during normal business hours, otherwise, it shall be deemed to have been given on the next business day, given by personal delivery, mailed by registered mail, return receipt requested to the address set forth below or to any other address specified by a party in writing for notification. To expedite order processing, the Client agrees that Steady Networks may treat documents faxed by the Client to Steady Networks as original documents; nevertheless, either party may require the other to exchange original signed documents. All notices referred to in this Agreement shall be sent to:
Steady Networks, Inc.
4300 San Mateo Blvd
Albuquerque, NM 87110
Venue: This agreement is made in Albuquerque, New Mexico, and venue shall be proper only in the County of Bernalillo, New Mexico, in any action brought relating to this Agreement.
Dispute Resolution: In the event of any dispute under or relating to this Agreement, the Client agrees to participate in non-binding mediation before a mutually agreed upon mediator in Bernalillo County, New Mexico. Other than any emergency injunctive relief that is otherwise available under this Agreement, the parties agree not to initiate a court action or arbitration against the other until after completion of such mediation has occurred. So long as the prevailing party in any such action participated in mediation under this paragraph (or was excused from same due to the other party’s refusal to mediate), then such prevailing party shall be entitled to costs and reasonable attorneys’ fees.
Force Majeure: Steady Networks shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond its reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, equipment failure or power failure.
Indemnification: Client shall protect, indemnify, hold harmless and defend Steady Networks, Inc., its officers, agents and employees against any and all claims, demands, damages, costs, expenses, attorney’s fees, expert costs and fees, or liability costs arising out of the design, sale, lease, installation, repair, service, dispatch, maintenance, monitoring, recording of communications, operation or no operation of the equipment and compliance with all laws. Except as otherwise provided herein, Client waives all claims and recourse against Steady Networks, including without limitation the right to contribution for loss or damage to persons or property arising from or relating to this Agreement, except as to gross negligence or willful misconduct of Steady Networks, its officers, agents or employees.
Complete Agreement: The Agreement, including Proposal and these Terms and Conditions shall constitute the entire Agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements with respect to same.
Signature and Date