Managed Services Schedule

Version 2019 (07.01.2019)
 

This Schedule, together with the Proposal, Master Service Terms and all ancillary agreements thereto, and the CareServ AUP, set forth the terms that apply to the Network, Server, Client Software management and maintenance services (the "Managed Services," which shall be a "Service" under the Master Service Terms) provided by CareServ Technologies, LLC ("CareServ") to Customer. This Schedule contains terms that are in addition to, and not in place of, the Proposal, the Master Service Terms, the CareServ AUP, and all other agreements executed by and between the parties. Capitalized terms used but not otherwise defined herein shall have the same meanings given for such terms in the Master Service Terms.

Services Provided
  1. To the extent detailed in the Proposal, CareServ agrees to perform and provide to Customer, and the Customer does at this moment accept the Managed Services. CareServ may also offer customers other Services relating to that, as outlined in a proposal by and between CareServ and Customer.
  2. For purposes of the Agreement, "Customer Software" means any computer software owned, licensed to or otherwise controlled by Customer and residing (or intended to occupy) on the Customer Equipment, or any part thereof.
  3. Except as otherwise outlined in the Proposal, the Managed Services include the following:
    1. "Monitoring Services," which involve verifying that antivirus patterns are updating and being applied; monitoring email 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 tests; 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 includes monitoring interoperability of Customer Equipment and Customer Software and providing “Tier 1” support concerning Customer Software by acting as a liaison between the 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 and Server outages and 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 Customer 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 Customer and which include (to the extent so required) researching, designing, pricing, procuring, and installing 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 in the proposal relating to it.
CareServ’s Obligations
  1. 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.
  2. As agreed upon by Customer, CareServ and Customer will conduct formal reviews of the Internet Hosted Services provided hereunder at least twice per year. Also, CareServ will make reasonable efforts to accommodate Customer’s requests for informal meetings regarding the Hosted Services.
  3. To request Internet Hosted Services or to report support issues, the Customer should contact CareServ at (678) 649-3000 or via email at support@gocareserv.com during standard support hours of Monday through Friday, 7 a.m. – 7 p.m., Eastern Time, unless otherwise stated in the Proposal or by notice to Customer. 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 are subject to additional charges, as outlined in the Proposal.
Grant of License; Intellectual Property Ownership
  1. Subject to the terms and conditions of the Agreement, the Customer at this moment grants to CareServ a limited, nonexclusive, nontransferable, revocable license during the Term of 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 give any access to, distribute, or license the Customer Software to any other third parties or for any other purpose, without the Customer’s express, written consent.
  2. Customer and its suppliers expressly retain, and CareServ at this moment 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 to it. Except as expressly outlined 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
  1. CareServ represents and warrants to the Customer that the Internet Hosted Services will be performed reasonably and professionally; PROVIDED; HOWEVER, THAT CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE REPERFORMANCE OF THE APPLICABLE Managed Services.
  2. THE WARRANTY OUTLINED 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.