Managed Services Schedule 01.01.2014 - 06.30.2019

Version 2019 (01.01.2014 - 06.30.2019)

This Schedule, together with any Order referencing this Schedule or pursuant to which the services described herein are provided, contains the service terms and service level agreement that apply to the network, server, client software management and maintenance services provided by CareServ Technologies, LLC (“CareServ”) to Customer. Such terms are in addition to, and not in lieu of the Terms of Service in effect between CareServ and Customer (the “Terms”). Capitalized terms used but not otherwise defined herein shall have the same meanings given for such terms in the Terms.

Services Provided

By its execution of an Order for the services described herein, CareServ agrees to perform and provide to Customer, during the term of such Order, management and maintenance services with respect to designated Customer Equipment and Customer Software (the “Managed Services,” which shall be a “Service” under the Terms). “Customer Software” means any computer software owned, licensed to or otherwise controlled by Customer and residing (or intended to reside) on the Customer Equipment, or any part thereof. CareServ may also provide Customer with certain other services, such as, but no limited to, colocation, Internet transit, Internet hosting, equipment purchasing or leasing services or other access services. If the Customer purchases such other services from CareServ, such services shall be provided under one or more separate Schedule(s).
Except as otherwise set forth on an Order, the Managed Services include the following:
1. “Monitoring Services,” which include verifying that antivirus patterns are updating and being applied; monitoring e-mail updates, information store size and Microsoft Exchange services; reviewing disk drives for available space and consumption trends; reviewing data backups to ensure proper backups are completing; reviewing event/error logs; monitoring availability of Microsoft Windows services; hacker attack alerts; physical disk checks; TCP port listening checks; network equipment (including firewalls, switches, and similar equipment) available checks; periodic Customer network health checks on all Customer servers and associated network equipment; checking manageable Customer networking equipment to ensure proper functionally; checking for and installing, if necessary, applicable Microsoft Windows updates; performing configuration backup of manageable Customer networking equipment such as switches, routers, firewalls, bridges, hubs and access points; updating management documentation and diagrams as necessary; providing Customer with a detailed monthly network report regarding such services.
2. “Software Support Services,” which include monitoring interoperability of Customer Equipment and Customer Software and providing “Tier 1” support with respect to Customer Software by acting as a liaison between Customer and the applicable software provider(s) regarding support and maintenance of the Customer Software.
3. “Equipment Support Services,” which include responding to Customer network or server outages or other error or incident reports related thereto; as requested by Customer, evaluating the physical/logical network configurations for vulnerabilities and inefficiencies; providing general end-user support and network related support services on Customer workstations, local and network printers and other peripheral Customer Equipment; reviewing general system configurations and software loads on the client workstations; training Customer personnel regarding Customer system backup procedures (such as tape swaps).
4. “Provisioning Services,” all of which shall be provided only as requested by the Customer and which shall include (to the extent so requested) researching, designing, pricing, procurement and installation of network equipment, servers, workstations, associated peripherals and voice over Internet Protocol phone systems on behalf of Customer; provided, however, that, notwithstanding anything to the contrary contained herein, the sale by CareServ to Customer of any hardware, software and tangible equipment and intangible computer code contained therein (collectively, “Purchased Equipment”) in connection with the Provisioning Services shall be governed solely by the terms and conditions set forth in a separate Schedule relating to Purchased Equipment, and shall not be deemed to be part of the Provisioning Services or Managed Services provided under this Schedule. Certain Provisioning Services may be subject to additional fees or charges, as described on an Order form therefor.

CareServ’s Obligations

When on Customer’s premises or accessing Customer Software or Customer Equipment, CareServ and its personnel shall comply with all applicable safety, security and access rules of Customer.
CareServ and Customer will conduct formal reviews of the Managed Services provided hereunder at least twice per year. In addition, CareServ will make reasonable efforts to accommodate Customer’s requests for informal meetings regarding the Managed Services.
To request Managed Services or to report support issues, Customer should contact CareServ at (678) 649-3000 or via email at helpdesk@careservtech.com. Standard support hours are Monday through Friday, 8:30 a.m. – 5:30 p.m., Eastern Time, unless otherwise stated in Order form. CareServ will make reasonable efforts to respond to any support request received during standard support hours within thirty (30) minutes. Any requests received outside of standard support hours will be subject to additional charges, as noted on the Order(s) applicable to the Managed Services.

Grant of License; Intellectual Property Ownership

Subject to the terms and conditions of this Agreement, Customer hereby grants to CareServ a limited, nonexclusive, nontransferable, revocable license during the term of an Order for the Managed Services to access and use the Customer Software only on the Customer Equipment for the sole purpose of providing Managed Services hereunder. CareServ may not provide any access to, distribute or license the Customer Software to any other third parties or for any other purpose, with out the explicit written consent by Customer.
Customer and its suppliers expressly retain, and CareServ hereby waives any claim that it may have had or has to, title and ownership in and to all worldwide intellectual property rights in and to the Customer Software and any modifications, adaptations, derivative works, and enhancements made thereto. Except as expressly set forth in this Schedule, no express or implied license, moral rights, or other rights of any kind are granted to CareServ regarding the Customer Software.

Service Level Warranties

CareServ represents and warrants to Customer that the Managed Services will be performed in a reasonable and workmanlike fashion; PROVIDED, HOWEVER, THAT CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING WARRANTY SHALL BE REPERFORMANCE OF THE AFFECTED MANAGED SERVICES.
THE WARRANTY SET FORTH IN SECTION 4(A) SHALL APPLY ONLY TO THE MANAGED SERVICES DESCRIBED HEREIN AND DOES NOT APPLY TO ANY OTHER SERVICE. THIS SCHEDULE STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY CARESERV TO PROVIDE THE MANAGED SERVICES DESCRIBED HEREIN AND ANY BREACH BY CARESERV OF THE WARRANTY SET FORTH HEREIN.

Payment Terms

IF DURING THE LIFE OF THE CONTRACT THE CUSTOMER FAILS TO PAY WITHIN THE AGREED UPON TERMS MORE THAN 2 TIMES IN A 12 MONTH PERIOD, CARESERV TECHNOLOGIES, LLC RESERVES THE RIGHT TO MOVE THE TERMS AS LOW AS 15 DAYS. CARESERV TECHNOLOGIES, LLC WILL NOTIFY THE CUSTOMER IN WRITING VIA E-MAIL NOTIFYING THE CUSTOMER OF THE LOWERED TERMS WITH THIRTY (30) DAYS NOTICE OF THE CHANGE.