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iN8 Technologies

CloudX Managed Services Agreement
Description of Services

 

On-Site and Remote Support

IN8 Technologies (“MSP”) will provide maintenance and support for the hardware and software including all equipment listed in the Addendum as well as installed 3rd party software utilized by MSP in the business of providing cloud services.  MSP will receive, install, configure and support, including remote access setup of nodes.  MSP will make commercially reasonable efforts to resolve as many issues as possible remotely and will come On-Site in the event remote resolution is not possible.  Tickets outside the scope of the above to repair and/or maintain the equipment are billed separately, including but not limited to changes beyond the scope of this Agreement.  Charges will be billed separately at MSP’s then hourly rate for service, currently $200.

 

 

Equipment Receipt, Installation, and Configuration

MSP will coordinate receipt, installation and configuration of the Equipment for incorporation into the cloud services offering(s).  MSP will also coordinate shipment logistics and freight carrier engagements for the Equipment through receipt at MSPs designated facility for installation of the Equipment.  MSP will coordinate installation and configuration of the Equipment in the appropriate physical configuration within MSP’s on-site equipment inventory and configure the Equipment as required for incorporation into the cloud services business offering(s).

 

 

Public Cloud Services Promotion & Marketing

MSP will provide promotional and marketing services, marketing a number of cloud services, which may include software and application hosting, domain name services, software development environments, among others.  Client agrees that MSP will take receipt of Client’s Equipment and place such in service within the cloud services business offering(s).

 

 

Public Cloud Services Participation

Client agrees that MSP will enable the hardware for participation in CloudX Computing service and Nova Web Hosting Services, which may include software and application hosting, domain name services, software development environments, among others. Client agrees once the MSP has provisioned the Client’s Equipment the client will be able to load tenants directly on to the cloud services offering(s) and the MSP will, when capable, add cloud computing tenants to the public system where tenants can be automatically added to the clients hardware.

 

 

Equipment Maintenance, Troubleshooting, Repair, and Replacement

For the useful life of the Equipment, MSP will provide equipment maintenance, troubleshooting, repair, and replacement, as required, which may include remote services, on-site services, break-fix services and such other operational maintenance, troubleshooting and repair services as may be reasonably required to maintain the Equipment as a component of the infrastructure by which the cloud services offering(s) may be supported.  Client agrees that MSP will take receipt of Client’s Equipment and place such in service within the cloud services business offering(s).

Trouble Priority Response Time
9AM - 5:30PM
Weekdays 		Response Time
5:30PM - 9AM
Weekdays/Holidays
Service not available (all users and
functions unavailable. Ex: Server down).* 		1 Remote within 1 hours
On-Site within 3 hours 		Remote within 2 hours
On-Site within 4 hours
Significant degradation of service
(large number of users or
business critical functions affected).* 		2 Remote within 2 hours
On-Site within 4 hours 		Remote within 2 hours
On-Site within 4 hours
Limited degradation of service (limited
number of users or functions affected,
business process can continue).** 		3 Remote within 8 hours
On-Site within 48 hours 		Remote within 12 hours
On-Site within 48 hours
Small service degradation (business
process can continue, one user affected).** 		4 Remote within 24 hours
On-Site within 72 hours 		Remote within 24 hours
On-Site within 72 hours

*For same day services on priority 3 and 4 tickets must be entered before 4pm.

 

**Clients may request a specific technician however MSP will at its discretion assign a technician to address a service ticket or project work.

 

***MSP reserves the right to allow MSP's NOC (Network Operations Center) to address all tickets initially.  If the NOC cannot resolve a ticket it will be escalated to an MSP Tier 3 or Tier 4 technician. If a ticket is escalated to MSP from the NOC, MSP may, in its sole discretion, determine that an onsite visit is necessary.

 

****Weekend support requiring on-site will incur an additional charge at the rate of $50 per hour.

 

Client agrees that weather, traffic conditions or Force Majeure outside the control of MSP may extend or prevent remote or onsite response.

Agreement

 

Clients and MSP agree to the following:

  1. MSP will provide the Managed Services listed on the Managed Services Offerings. The term of this Agreement is 12 months beginning on the date of execution by Client and acceptance by MSP.  This Agreement will automatically renew for successive 12-month terms unless at least 30 days prior to the expiration of each such term, either party notifies the other party in writing of non-renewal. MSP or Client may terminate this contract at any time, after an initial 12-month period with at least 30 days prior written notice. Service to be provided to Client is for the Equipment listed on the Addendum attached hereto.
  2. Client will pay MSP monthly on or before the 1st day of each month the amount of $99. Clients will execute the ACH form attached to this Agreement and authorize the monthly drafting of their account for the monthly managed service.  If the client is in a jurisdiction which charges sales tax on services the stated price does not include tax.
  3. All services requested by clients which are not included in the coverages set out in this Agreement are billed as “Additional Services” or a “Project” and will be quoted and billed as Separate Charges at MSP’s then hourly rate plus expenses.  Expenses may include but are not limited to travel, parking, and tolls.
  4. The cost of any equipment necessary to perform the additional services or project will be paid by the Client before installation. The estimated charges for projects and additional services will be paid in full prior to the commencement of the Project. Client agrees to make payment in full within 30 days of billing for additional services not anticipated in the initial estimated charges plus expenses.
  5. MSP will begin and maintain on-going documentation of hardware, software, IP addresses, firewall settings and related network information.

This Agreement includes the Managed Services Offerings and also the Terms and Conditions; these documents are incorporated herein by reference.

Client
By {first_name} {last_name}

Signature: {first_name} {last_name}

Date: {signed_date}

IN8 Technologies
By Joseph Martinez

Signature: Joseph Martinez

Date: {signed_date}

IN8 Technologies will waive 12 months of all MSA Fees for all clients who purchase
before August 1, 2024 or until CloudX Software is fully functional.

Terms and Conditions

  1. Confidentiality During the term of this Agreement, and thereafter in perpetuity, neither party shall without the prior written consent of the other, disclose to anyone any Confidential Information of the other. “Confidential Information” for the purposes of this Agreement shall include each party’s proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawing, specifications, models, software, source codes, and object codes. Confidential Information shall not include any information that client makes publicly available or information which becomes publicly available through no act of MSP or Client or is rightfully received by either party from a third party.
  2. Client and MSP both agree that they will not solicit for hire and it will not hire or otherwise engage any of each other’s employees or contractors, either directly or indirectly during any period services are provided under this agreement or in the 24-month period immediately following termination of this agreement.
  3. Force Majeure: Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, pandemics, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, terrorism, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and within the party's power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom approvals, authorizations, licenses, franchises or permits must be obtained, or inability to obtain labor, materials, equipment, or transportation or illness of MSP’s technical staff (collectively referred to herein as "Force Majeure"). Each party shall use reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event.
  4. If the Client work is substantially changed due to a Force Majeure, MSP will evaluate the need for change to IT services to Client and related change of managed service fees. Recognizing there are ongoing expenses to MSP of maintaining backups, remote monitoring, other vendor support software/licensing and availability of technicians to service on going needs, MSP will review with Client the need for change of fees if any.  Late fees will not be charged under an agreed scenario below:
  5. MSP shall not be liable to Client or any of its affiliates for any damages, whether incidental, direct, indirect, special, consequential or punitive damages arising out of service or equipment provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, or loss to person or property, costs of substitute equipment or other costs even if MSP has been advised of the possibility of such damages. Regardless of the form of action, MSP’s cumulative liability shall be only for loss or damage directly attributable to negligence of a MSP employee or contractor, for the cost of restoring the network to its condition prior to the negligence, but not to exceed thirty thousand Dollars.  If a collection action is initiated by either party or if MSP has to defend any action by Client, MSP is entitled to its reasonable attorney fees and expenses to be paid by Client.
  6. Implied Warranties are expressly disclaimed by MSP. An MSP contractor is a technician or contractor who operates on behalf of MSP, is paid by MSP and has access to MSP’s service ticket management system for making time entries and charges for their work.  MSP is not responsible for the acts of other technicians, contractors or consultants providing service to Client not under its control and direction.  If Client purchases equipment from MSP it understands and agrees that it will look to the manufacturer for all remedies and warranties and agrees that MSP is not responsible for functioning of the equipment and has not made any express or implied warranties.  MSP shall not be liable for any claim or demand against the Client by any third party on account of errors or omissions performed hereunder.
  7. In the event of a Force Majeure MSP is not required to have technicians work during periods or at places where their safety or health could be in jeopardy and in any event will not require technicians to go on site.
  8. MSP may apply changes or additional terms, conditions and provisions to this Agreement upon 30 days advance written notice to client containing the proposed addition or change.  If the additions or changes are not objected to then they shall take effect at the end of the 30 days.  Within the 30 days Client may submit changes or objections to the proposed changes or additional terms.  If the parties do not agree on the change or addition then it shall not become part of the Agreement.  All the terms, conditions and provisions of this Agreement will continue to apply during any renewal term.  Both parties agree to negotiate in good faith rates to be mutually agreed under any renewed contractual service term to be effective at the end of the initial term.
  9. Failure to pay: If payment is not received by the first of the month for that month of service MSP reserves the right to put a hold on rendering on-site and remote services until monthly fee has been paid, provided MSP gives a five (5) business day notice of late payment.
  10. It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials provided by MSP. Client shall pay any such taxes unless a valid exemption certificate is furnished to MSP for the jurisdiction of use, except in cases when MSP procures or sources the incorrect equipment and / or software and / or support services any incorrect items or software shall be returned to MSP.
  11. If Client fails to make payment for any services or items purchased, and such failure continues for fifteen days, interest shall accrue on any amount due at the rate of 12% per annum until paid.  In the event collection processes are instituted to collect any amounts due from Client, Client shall pay the costs of collection plus reasonable attorney fees.
  12. This Agreement is fully assignable by MSP.  Immediately upon assignment the assignee’s name, address and contact information shall be provided to the other party. This Agreement shall be fully binding and enforceable as against all permitted assignees and successors in interest.
  13. Termination
    1. Termination by Client
      Client may terminate this Agreement with or without cause after the first 12 months of the Agreement have passed and payment of a Termination Fee equal to the amount of the monthly Managed Services fee agreed to in this Agreement and payment of all past and currently due amounts together with late fees and costs.  Any such election shall be made in writing by Notice of Termination and is to be accompanied by the Termination Fee and all other amounts due.
    2. Termination by MSP
      1. Upon giving notice to Client of default and the default is not cured within ten (10) business days of receipt of written notice from MSP or for failure of Client to pay for service or products at the time of ordering or within 30 days of billing. Failure of MSP to require payment at the time provided shall not be construed as a waiver of the right to do so.
      2. Any of the following which remains un-dismissed for a period of sixty (60) days: If Client files protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver is commenced by a third party against Client.
      3. Failure of Client to comply with its obligations in this Agreement after written notice by MSP of the non-compliance and failure to correct the problem or acknowledge the problem and commitment to take corrective action in the future.
      4. In the event of termination by either party, Client is responsible for the full amount of all payments for services provided and products ordered.
      5. If either party terminates the relationship of managed service provider and client or if Client defaults then the parties agree to work cooperatively to transfer the client’s Equipment as directed by the client to another service provider or to the client. The client will pay the cost of transfer which will include hourly charges of technicians to accomplish the transfer and any services maintained by MSP containing Client data.  Client must establish an account for transfer of the Equipment within 30 days of notice of termination or default, or within 30 days of termination of this SLA.  MSP has no responsibility for Equipment beyond 30 days following termination or default under this Agreement.
      6. In the event of termination of services for any reason by either party, upon written request by Client MSP will provide up to 60 days support to allow Client to make a transition provided Client pays all amounts then due and pays the fee for the additional 60 days in advance.
      1. Dispute Resolution: All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration unless they are of an amount which can be handled within the small claims court of the jurisdiction of the MSP.  The parties agree they waive the right to bring a lawsuit based on such claims or disputes other than in small claims court.  Before commencing any arbitration proceedings the aggrieved party must first present the claim or dispute in writing to the other party.  The parties shall have 30 days to resolve the claim or dispute.  If not resolved then the aggrieved party may commence arbitration proceedings. The arbitration shall be conducted by Arbitration Resolution Services, Inc. (ARS) or other mutually agreed upon dispute resolution service and the parties shall be bound by any and all rules of the American Arbitration Associations United States Commercial Resolution Dispute Resolution Procedures for Consumer–Related Disputes.   Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all decisions.  Arbitration shall be conducted by an arbitrator experienced in Information Technology services and experience required for arbitrator and shall include a written record of the arbitration hearing. An award of arbitration may be converted to judgment in a Court of competent jurisdiction.  The location of arbitration shall be in the home city, county of MSP.  The fees and expenses of the arbitrator and proceedings shall be paid by the losing party.
      2. This Agreement and any amendments and its validity, construction and performance shall be governed by the laws of Utah.Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in the county and state of the Salt Lake, and the parties agree and consent to such jurisdiction and venue.
      3. This Agreement does not create any rights in any third parties.