Hosted Cloud Server

Monitoring Only Plan- Agreement

This Services Agreement (“Agreement”) is between Legal Technology Solutions, a DBA of Click Computer Services- Livneh, LLC, a Limited Liability corporation that maintains an office for business at 11445 E. Via Linda St 2-168, Scottsdale, AZ 85259 (“LTS”), and Customer Electronically Signed Below (“Client”/ “customer”, “you”). The parties agree as follows:

Services scope:

Computer monitoring for alerts and errors: Our monitoring software will alert us on any critical findings or issues detected by the software, on the covered devices. We will then either address the issue (with your permission), or simply alert you about the issue and recommend a course of action when possible.

Automatic windows / Mac patches and security updates: We will automatically screen and test windows updates, and push critical updates and patches to your windows based covered devices, and alert you if/ when a reboot is needed.

Automatic 3rd party management (Adobe, .NET etc…): Many infections originate from these 3rd party programs, and keeping those up to date is critical. We will push those needed updates and patches automatically to your covered devices.

We will provide you with a LogMeIn Pro license, under our own account, and allow you to use it to connect to your covered device at any time, using our own online portal (details will be sent separately.). We also use this program to connect and remediate issues as needed/ requested.

Anti-Virus and Anti Malware business-grade software license and monitoring: We will install and monitor a licensed version of Anti-Virus and Anti-Malware program(s), and will monitor any infections or alerts from those protection programs. A license fee for those programs is included in your monthly fee. LTS will monitor Client’s antivirus programs to ensure they are functioning properly. Verification that virus updates are being received and installed is also included. If these updates are not being conducted correctly, LTS will advise Client and offer a remediation plan or begin to resolve the issue immediately, depending on the service support authorization agreed to above in the Support Services section of this Agreement.

LTS website hosting including Email hosting: Included in this plan (when covering 5 devices or more) is a web hosting package (WordPress or any other Linux hosting package needed), including IMAP/POP emails. Note that this is a hosting service only. Website changes/ website migration or support is not included. We can offer those services at an additional charge, or can provide your current web-master full CPANEL/ FTP access for full control.

Priority response time when help is needed: Customers on a monthly plan with us are eligible for faster response time and priority support and needed.

Cancel any time- no long term agreement: If you are not happy with our service, you may cancel it at any time. We require a 30 day cancelation notice please, to allow us to cancel the included services/ licenses with our vendors.

Quarterly security and physical checkup for a flat fee: Any business should have at least a quarterly on-site visit to check the network equipment, physical hardware, discuss the LTS’s IT needs and have a “CIO GAME PLAN” meeting. We offer those optionally at a heavily discounted flat rate.

Authorized Contact Person:

Client shall designate one or more authorized contact person(s) (each, an “Authorized Contact”) with whom LTS will conduct Service-related communications.  Client’s initial Authorized Contact(s) is/are: person/people signed below.  Likewise, Client may designate one or more Authorized Contacts with respect to individual Statements of Work. Each Authorized Contact shall be a point of contact for LTS, and shall be authorized to provide, modify and approve on Client’s behalf, work direction, Statements of Work, and Change Orders.  Client understands and agrees that LTS shall be permitted to act upon the direction and apparent authority of each Authorized Contact, unless and until LTS receives written notice from Client (as described below) that an Authorized Contact is no longer authorized to act on Client’s behalf.  If during the Term of this Agreement, Client wishes to add or remove an Authorized Contact, or modify an Authorized Contact’s information or authority, Client must notify LTS in writing of the change(s) including (in the event of the addition of an Authorized Contact) the Authorized Contact’s name, address, email address and telephone number.

LTS access and installation:

In order to allow us to monitor the covered devices, we will need to install our secured 3^rd party monitoring software, and create a local (or domain) full access administrator account. That account will be used by our engineers and automatic system to update, patch and protect your covered systems. If you change the password of the user account we created, change its name or password, we will not be able to perform the above services. We will remove any existing protection programs from covered devices, including Anti-Virus and Anti Malware programs, in order to install our own. We must use our own provided protection programs to be able to get the needed alerts from your devices in case of issues. We must install LogMeIn Pro provided by us, under our own account. Customers who currently use LogMeIn, will not be able to use their own account anymore, for as long as we cover the devices.

Warranties; limitations of liability.

Any third party products provided to Client pursuant to this Agreement, including but not limited to third party hardware, software, peripherals and accessories (collectively, “Third Party Products”) shall be provided to Client “as is”.  LTS shall use reasonable efforts to assign all warranties (if any) for the Third Party Products to Client, but will have no liability whatsoever for such third party products.  All Third Party Products are pro­vided WITHOUT ANY WARRANTY WHATSOEVER as between LTS and Client, and LTS shall not be held liable as an insurer or guarantor of the performance or quality of Third Party Products.

LTS assumes no liability for failure of equipment or software or any losses resulting from such failure.

Client warrants and represents that it shall not use the System for any purposes or activities that violate the laws of any jurisdiction, including the sending of unsolicited, bulk commercial email (i.e., SPAM).

In no event shall either party be liable for any special, indirect, exemplary or consequential damages, or for lost revenue, loss of profits, savings, or other economic loss arising out of or in connection with this agreement, any statement of work(s) or any services performed or parts supplied hereunder, any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by delay in furnishing services under this agreement or any statement(s) of work even if such party has been advised of the possibility of such damages.  Each party’s aggregate liability to the other for damages from any and all causes whatsoever and regardless of the form of action, whether in contract, tort or negligence, shall be limited to the amount of the aggrieved party’s actual direct damages not to exceed the amount of fees paid by client to LTS for the services during the three (3) months immediately prior to the date on which the cause of action accrued.  It is understood and agreed that the costs of hardware or software (if any) provided to client under this agreement shall not be included in the calculation of the limitation of damages described in the preceding sentence.

LTS shall not be liable for any damages caused by the delay in furnishing services or other performances under the agreement. The sole and exclusive remedy for any breach of warranty, express, or implied, including services furnished under this agreement and all other performances by LTS under or pursuant to this agreement shall be limited to repeat of defective service provided by LTS and shall in no event include any incidental or consequential damages.

Term of Agreement / cancellation policy:

This agreement is between The Client (signed below) and LTS and is effective starting the day this agreement is signed and fully paid for. Modifications to this agreement deemed acceptable by both parties may be made in writing, signed and dated by both parties, and added as an addendum to this agreement. Both parties reserve the right to cancel this agreement at any time. Upon a written request, LTS will connect remotely to the client’s computer(s) and remove the monitoring program(s) and any remote access programs LTS installed. Any amount owed to LTS will still be due. Cancelling this agreement doesn’t reverse any owed fees charged previously for services by LTS. This agreement shall be governed by the laws of the state of Arizona. It constitutes the entire agreement between client and LTS for monitoring/maintenance/service of all equipment that was requested to be covered by this agreement, and has our monitoring and protection programs installed on and paid in full for. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by client. LTS is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God or Mother Nature. To ensure the prompt and efficient performance of its obligations hereunder, LTS may sub-contract any of the work to be performed by it under this Agreement. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of the other provisions, and this agreement shall be construed in all respects as if such invalid and unenforceable provisions were omitted.

Copyrights and other intellectual property:

Each party (a “Creating Party”) owns and retains all intellectual property rights in and to all of the Creating Party’s works of authorship, including but not limited to all plans, software or software modifications developed by the Creating Party, and all modules derived or created from such materials (collectively, “Creating Party’s IP”). The Creating Party’s IP may not be distributed or sold in any form or manner without the express written consent of the Creating Party. During the term of this Agreement, Client may use and modify any intellectual property provided to Client by LTS pursuant to this Agreement, provided that such modifications (i) do not result in or cause the infringement of any intellectual property rights of any third party, (ii) do not require Client to reverse engineer LTS’s intellectual property, and (iii) do not negatively impact the security or integrity of any of LTS’s equipment, or the integrity or implementation of the Services. Each party’s limited right to use the other party’s intellectual property as described herein automatically terminates upon the termination of this Agreement.

Acceptance of Service Agreement:

This service agreement covers only the computers that are agreed upon and listed below. LTS must agree to, and be notified about in advance any equipment/services client may want to add to this Agreement after the effective date acceptable. The addition of equipment/services not listed in this Agreement or at the signing of this Agreement, if acceptable to LTS, shall result in an adjustment to the client monthly charges.  The Client represents that he/she has the authority to enter into this agreement as authorized agents of the parties entering into this agreement; the undersigned acknowledge full contents of said agreement as acceptable and binding.

Confidentiality:

Defined.  For the purposes of this Agreement, Confidential Information shall mean any and all non-public information provided to LTS by Client, including but not limited to Client’s customer data, customer lists, internal Client documents, and related information.  Confidential Information shall not include information that: (i) has become part of the public domain through no act or omission of LTS, (ii) was developed independently by LTS, or (iii) is or was lawfully and independently provided to LTS prior to disclosure by Client, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.

Use.  LTS shall keep Client’s Confidential Information confidential, and shall not use or disclose such information to any third party for any purpose except (i) as expressly authorized by Client in writing, or (ii) as needed to fulfill LTS obligations under this Agreement.  If LTS is required to disclose the Confidential Information to any third party as described in part (ii) of the preceding sentence, then LTS shall ensure that such third party is required, by written agreement, to keep the information confidential under terms that are at least as restrictive as those stated in this Section.

Due Care.  LTS shall exercise the same degree of care with respect to the Confidential Information it receives from Client as LTS normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases shall be at least a commercially reasonable level of care.

Compelled Disclosure.  If LTS is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, LTS shall immediately notify Client in writing of such requirement so that Client may seek a protective order or other appropriate remedy and/or waive LTS compliance with the provisions of this section. LTS will use its best efforts, at Client’s expense, to obtain or assist LTS in obtaining any such protective order.  Failing the entry of a protective order or the receipt of a waiver here under, LTS may disclose, without liability here under, that portion (and only that portion) of the Confidential Information that LTS has been advised by written opinion of counsel reasonably acceptable to LTS that it is legally compelled to disclose.

Processing of requests

Here are the ways to request support when you need it:

1. Web-form
   1. Our PREFERRED contact method to request technical support is to use our web-form (http://legaltechnology.solutions/support )
   2. Please make sure to fill in all fields, and choose the most accurate urgency level.
   3. Web-requests are entered to our queue directly, and will be dispatched according to the customer’s service level agreement, urgency level, and our availability.
2. Emails
   1. Our team can receive service requests via email. However, email requests should be limited to low priority issues. A ticket will be created for each email request received by our team. For email requests to be processed, the following information must be included in the body of the email:
      1. Requester’s full name
      2. Client LTS name
      3. Call-back number
      4. Detailed description of the issue
      5. Urgency level
      6. Customer preferred contact method

3. Phone
   1. Our team will create or update a ticket for each call received, whether the issue is in or out of scope.
   2. The dispatcher will agree on a call back time with the caller to address the issues.

Payment Options:

• Credit card– We REQUIRE a valid credit card on file for the length of the agreement.  This credit card will be billed automatically at the first of each term (monthly or annually). If the supplied credit card becomes inactive during the length of the agreement, any outstanding fees are due immediately and services might stop till payment is current again.
• Check– Business or personal checks can be issued to fulfill the financial obligations of this plan, but may only be used to pay for a full year of service upfront. We do not accept check payment for MONTHLY payment.

Prices:

• Price per end-device: $19.99 / month when prepaid for a year, or $24.99/ month when paid month to month. Price per server: $69.99/ month when prepaid for a year, or $79.99/ month when paid month to month.
• Setup – onetime fee: $60/ end-device and $100/ server.

This Agreement shall become effective (“Effective Date”) and binding upon Client’s authorized signature and after LTS insatalls our monitoring software and tools on the covered computers/ servers.
All information contained herein is considered confidential and shall not be reproduced or distributed.