CORPORATE TECHNOLOGIES MASTER SERVICE AGREEMENT
This Master Services Agreement (“Agreement”) is made effective as of the earlier of the date on which service installation occurs or the Services begin to be provided (the “Effective Date”), by and between Corporate Technologies LLC (“CT”), a Minnesota limited liability company with its principal offices located at 6210 Bury Drive, Eden Prairie, MN 55346, and the recipient of the Services (“Client”). Client and CT are each a “Party” and sometimes collectively referred to herein as the “Parties.”
1. SERVICES
1.1. Order Forms
CT will provide the services (“Services”) detailed in one or more service quotes, which become binding orders (“Order Form(s)”) upon mutual execution by both Parties. The specific terms of the Services may be further described in the exhibits attached hereto (“Services Exhibits”), which are incorporated by reference. This Agreement establishes the governing terms for all Services but does not, by itself, create any obligation to perform, receive, or pay for Services, all of which arise exclusively from a duly executed Order Form.
1.2. Order Form Conflicts
In the event of any conflict or inconsistency between this Agreement and any Order Form, the terms of this Agreement will prevail, unless the Order Form expressly states that a specific term is intended to override this Agreement with respect to that Order Form only.
1.3. Activities and Products Not Included in Services
Costs for hardware or software that CT may recommend to Client for maintenance or upgrades to Client’s technology systems which are not included in an Order Form will be billed to Client, with Client’s approval. CT does not provide application-level support or software training under this Agreement.
1.4. Changes to the Services
CT may modify the Services under any Order Form, with changes reflected in an updated invoice. The invoice serves as notice, and Client’s failure to object in writing before the due date constitutes acceptance.
2. RELATIONSHIP OF THE PARTIES; RESPONSIBILITIES; WORK LOCATION; PUBLICITY
2.1. Separate Parties
This Agreement is between independent contractors and does not create a partnership, joint venture, franchise, or employment relationship. Neither party is the other’s agent or may bind the other without prior written authorization.
2.2. Non-Exclusive Basis
Client acknowledges and agrees that the Services will be provided by CT on a non-exclusive basis and that CT may, at any time and without restriction, provide the same or similar Services to any other person or entity.
2.3. CT’s Responsibilities
CT will perform the Services in a professional manner consistent with industry standards, and will:
2.3.1. Personnel and Contractors
Use qualified personnel, including employees and engaged third parties (collectively, “CT Personnel”). CT may sublicense to its contractors the rights necessary to perform the Services, provided that CT will remain fully responsible for the performance of all CT Personnel.
2.3.2. Performance and Compliance
Comply with all applicable laws, regulations, rules, or orders of any governmental authority (“Applicable Laws”).
2.3.3. Disaster Recovery
Maintain and periodically test a commercially reasonable contingency and disaster recovery plan designed to address foreseeable disruptions to CT’s operations. CT will not be liable for failures caused by extraordinary or unforeseeable events beyond its reasonable control, except to the extent otherwise provided under Section 12 (“Force Majeure”).
2.4. Client Responsibilities
Client agrees to perform the following obligations to enable CT’s performance of the Services:
2.4.1. Cooperation and Access
Client will provide timely cooperation, accurate information, and necessary access, grant remote access subject to its security policies, and maintain a safe work environment. CT may rely on Client’s information, and Client caused delays do not excuse payment.
2.4.2. Compliance, Authorized Use, and Maintenance
Client is responsible for its users and their compliance with this Agreement and Applicable Laws, will manage access and not misuse the Services, update software to the most recent version, and monitor for required legal modifications, and warrants that its materials do not infringe third-party IP.
2.4.3. Data Backup Responsibility
Unless Client subscribes to the specific backup services offered by CT as detailed in the applicable Order Form, Client is solely responsible for backing up all of its data, software, and other information. CT will not be liable for any loss of data where Client has not engaged CT for backup services.
2.4.4. Costs Resulting from Breach
If Client’s breach requires corrective work, Client will pay CT’s then-current time and-materials rates.
2.5. The Parties’ Cooperation
Each party will designate a qualified primary contact to coordinate the Services and related communications within its organization.
2.6. Publicity
Client grants CT a limited right, revocable at any time, to use Client’s name and logo to identify Client as a customer in marketing materials and on CT’s websites. All other uses require Client’s prior written consent.
2.7. Excusable Non-Performance
A party is not in breach to the extent its nonperformance is caused by the other party’s failure to meet its obligations under this Agreement or an applicable Order Form.
3. FEES AND PAYMENT
3.1. Fees
Client will pay the fees in each Order Form. Credit card payments incur a surcharge. CT reserves the right to provide Services at its rounded hourly rate (“Standard Rate”). Installation fees (if any) appear on the first invoice. Hardware and software are priced per the Order Form. Additional items not covered will be billed at the Standard Rate in effect on the order date.
3.2. Taxes
Fees exclude applicable taxes. Client will pay all such taxes, which will be itemized on CT’s invoice.
3.3. Changes to Fees
CT may adjust fees for inflation or cost increases. No notice is required unless an increase exceeds 4% of pre-tax fees, in which case CT will provide at least 30 days’ prior written notice. No fee adjustments apply during the first 12 months of the initial term, but adjustments may apply in any renewal term.
3.4. Payment
Client will pay for Services as specified in each Order Form. Unless otherwise stated, CT will invoice monthly, with payment due by the first day of the service month.
3.5. Failure to Pay
CT may suspend Services without notice if Client fails to make any advance payment or is more than 10 days late on any amount due. Suspension does not relieve Client of payment obligations or change the Term. CT may terminate Services pursuant to Section 4.3.1, and Client remains liable for all damages and remaining Term charges under any Order Form.
3.6. Expense Reimbursement
Client will reimburse CT for reasonable, pre-approved out-of-pocket expenses (including materials, freight, and travel). CT may suspend Services if any invoices remain unpaid.
4. TERM AND TERMINATION
4.1. Term
The Term of any Services purchased by Client under this Agreement will be stated in a related Order Form (“Term”). The earlier of the date on which service installation occurs, or the date that CT begins to provide the Services will be the “Services Effective Date.”
4.2. Automatic Renewal; Cancellation
Each program will automatically renew for the same Term length unless either Party gives written notice of cancellation at least 45 calendar days before the current Term ends.
4.3. Termination
4.3.1. Termination by CT
CT may terminate for convenience on 30 days’ written notice and will refund unused prepaid fees. For Client’s material breach, CT may suspend or terminate if not cured within 10 days of notice; if terminated, all remaining fees for the current term under affected Order Forms accelerate and become due. Suspension does not relieve Client’s payment obligations.
4.3.2. Termination by Client
4.3.2.1. For Cause
Client may terminate on written notice if: (i) CT materially breaches and fails to cure within 30 days after notice; (ii) CT admits inability to pay debts or makes an assignment for the benefit of creditors; or (iii) bankruptcy or similar proceedings are initiated by or against CT and not resolved within 60 days.
4.3.2.2. Without Cause
Client may terminate any recurring Services as provided in the terms of an applicable Order Form without further obligation only within 30 days of the related Services Effective Date, as defined in Section 4.1 (the “Early Termination Notice Period”).
To be effective, CT must receive a written notice that the Client is exercising its right to terminate the Order Form without cause (“Early Termination Notice”) within the Early Termination Notice Period.
Client will remain responsible for any installation fees, the standard first month and any other contracted service charges, off-boarding fee, and any extra time and materials work provided at Client’s request or equipment ordered and shipped to Client during the Early Termination Notice Period (“Early Termination Payment Obligations”). The Early Termination Payment Obligations must be paid within 15 days of issuing the Early Termination Notice for the termination to be effective.
4.4. Effect of Termination
Upon expiration or termination of an Order Form, performance ends. Client remains liable for all Services and expenses through the termination date and for obligations under any other Order Forms still in effect.
4.5. Termination Responsibilities
Upon termination or expiration of an Order Form, the parties will reasonably cooperate to wind down the Services. Client will stop using any third-party software and remove it from its systems, unless otherwise agreed in writing.
5. NOTIFICATION OF DATA SECURITY INCIDENT
Client will notify CT in writing as soon as reasonably practicable, and in no event later than forty-eight (48) hours, after becoming aware of any Data Security Incident. A “Data Security Incident” means: (i) any actual or reasonably suspected unauthorized access to, acquisition of, or compromise of confidential or personal information; (ii) any material failure of security safeguards; or (iii) receipt of a complaint alleging non-compliance with applicable data protection laws. Following notification, Client will cooperate in good faith with CT to investigate the incident and take appropriate steps to mitigate its effects.
6. CONFIDENTIALITY
Each party (“Receiving Party”) may receive non-public, proprietary, or confidential information of the other (“Disclosing Party”) (“Confidential Information”). Confidential Information includes business, customer, financial, and technical information, and anything a reasonable person would consider confidential.
Each party will: (i) use Confidential Information only to perform this Agreement; (ii) not disclose it without prior written consent, except to personnel with a need to know who are bound by similar confidentiality obligations; and (iii) protect it with at least reasonable care.
Confidential Information excludes information that: (i) becomes public without breach; (ii) was already lawfully known; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the Confidential Information.
This section survives termination. Any breach is a material breach.
7. REMOTE ACCESS; DATA PRIVACY
7.1. Remote Access
CT may install and use remote access software on Client systems to provide technical support, maintenance, monitoring, and related Services under this Agreement and applicable Order Forms.
7.2. Exposure to Confidential or Personal Data
Client acknowledges that remote support may incidentally expose its Confidential Information to CT personnel. CT will access Client data only as necessary to perform the Services or at Client’s request, and is not liable for incidental exposure of data visible during such sessions.
7.3. Data Processor Status and Data Privacy Compliance
CT acts as Client’s data processor/service provider and disclaims any data controller responsibilities. Client is solely responsible for compliance with data privacy laws, including applicability, notices, and consents.
If a Data Processing Agreement (“DPA”) is required, Client must provide it for execution before Services begin. CT’s data obligations are limited to this Agreement and any executed DPA. Client will promptly notify CT of any legal or data changes requiring updates to the DPA or Services.
7.4. Limitation of Liability
CT is not liable for any claims, damages, or losses arising from (i) Client’s failure to notify CT of applicable data privacy requirements or to provide a required DPA, (ii) Client’s failure to comply with its own legal obligations as a data controller, or (iii) any incidental exposure to data during the course of providing remote access support, provided that CT has not intentionally accessed or misused such data.
8. INSURANCE
During the term and for one year after, Client will maintain, at its expense, commercially reasonable insurance (including commercial general liability) with reputable insurers. Upon request, Client will provide a certificate of insurance.
9. WARRANTIES
9.1. Warranty Limitations
EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS.” CT DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT SYSTEM PERFORMANCE OR DATA INTEGRITY.
9.2. Services Warranty
CT warrants that the Services will be performed by qualified personnel, in a professional manner, and in accordance with generally accepted industry standards.
9.3. Remedy for Defect
If Client notifies CT in writing within 30 days of a defect, CT will, at its option, re-perform the Services or refund the fees for those Services. This is Client’s sole remedy and CT’s entire liability.
THIS WARRANTY IS EXCLUSIVE, AND CT DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. LIMITATIONS OF LIABILITY
10.1. Limitation on Damages
CT’s liability regarding the quality or conformity of any equipment or services is limited to the warranties expressly provided in Section 9 of this Agreement.
CT IS NOT LIABLE FOR ANY LOST PROFITS OR REVENUE, LOSS OF USE, LOSS OR CORRUPTION OF DATA, DOWNTIME COSTS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF CT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.1.1. Direct Liability Cap and Exclusive Remedy
CT’S TOTAL LIABILITY IS LIMITED TO THE LESSER OF: (i) FEES PAID IN THE SIX MONTHS BEFORE THE CLAIM, OR (ii) FEES PAID FOR THE SPECIFIC SERVICE OR EQUIPMENT AT ISSUE. THESE ARE CLIENT’S EXCLUSIVE REMEDIES. ANY CLAIM MUST BE BROUGHT WITHIN ONE YEAR.
10.2. Third-Party Products and Services
CT is not liable for third-party hardware, software, products, or services. Any warranties are provided solely by the third party, and Client’s recourse is against that third party.
10.3. Disclaimers
CT provides Services on a commercially reasonable basis and does not guarantee any service levels. CT is not responsible for issues arising from Client’s network or internet connectivity.
11. INDEMNIFICATION
Client releases, and will indemnify, defend, and hold CT harmless from all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from: (i) matters for which CT has no liability under Section 9; or (ii) Client’s or its personnel’s acts or omissions (including misuse, misapplication, or neglect), third-party services, or improper placement, operation, storage, use, or movement of equipment.
12. FORCE MAJEURE
Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, government actions, labor disputes, cyber-attacks, or telecom failures. The affected party is excused during the event if it promptly notifies the other party of its start and end.
13. MISCELLANEOUS
13.1. Notices
All notices required or permitted to be given to CT under this Agreement must be in writing and will be deemed delivered upon: (i) personal delivery; (ii) delivery by email; or (iii) deposit in the United States Mail, postage prepaid, addressed as follows:
Corporate Technologies, Attn: Service Department — 6210 Bury Drive — Eden Prairie, MN 55346
CT may deliver notices to Client via the email address associated with Client’s account.
13.2. Authority to Contract
Each party has the authority to enter into and perform this Agreement, which is duly authorized and does not violate any law or other agreement. This Agreement is a valid and binding obligation, subject to bankruptcy laws and general equitable principles.
13.3. Governing Law and Venue
This Agreement is governed by Minnesota law, without regard to conflict-of-law rules. The state and federal courts in Hennepin County, Minnesota have exclusive jurisdiction over any disputes.
13.4. Solicitation
Client will not solicit or hire CT personnel during the term and for six months after. If it does, Client will pay $50,000 in liquidated damages, which Client agrees is a reasonable pre-estimate of damages and not a penalty.
13.5. Assignment
CT may assign this contract at any time without prior notice to or the consent of Client. Client may not assign this agreement without CT’s prior written approval.
13.6. Entire Agreement and Merger
This Agreement, including incorporated documents, is the entire agreement and supersedes prior communications. Only written amendments referencing the modified section and signed by both parties are binding.
13.7. Counterparts
This Agreement may be executed in counterparts, each deemed an original and together constituting one agreement.
13.8. Electronic Signatures
Signatures exchanged by facsimile, PDF, or other electronic means will be deemed original signatures for all purposes.
13.9. Severability
If any provision of this Agreement is invalid or unenforceable, it is ineffective only to that extent, and the remaining provisions remain in effect.
13.10. Conflict
This Agreement governs over any conflicting Order Form or other agreement, unless the parties expressly agree in writing that a specific provision will override it, in which case the exception applies only to that agreement.
Exhibit A — Technology Advantage® Program with Help Desk Connect, Total Advantage®
1. SERVICES
1.1. Initial Technology Assessment. The Initial Technology Assessment will be conducted in accordance with CT’s standard procedures.
1.2. Monitoring. CT will monitor Client’s network and covered devices through a monitoring service. Monitoring will occur on a 24/7 basis for servers. CT will use systems, software, and personnel that it selects at its discretion to conduct the network system monitoring. CT will retain ownership of any monitoring equipment or software it uses.
1.3. Technical Assistance and Support. Subject to the limitations set forth in this Agreement, CT will provide technical assistance and support for Client’s network, computers, peripherals, and devices that are covered by a related Order Form. Technical assistance and support will be provided through a combination of the support Services described herein.
1.3.1. Help Desk Tier I Support. CT will provide Client with a phone number for Tier I telephonic Help Desk support, available 24/7 (excluding holidays), to assist in resolving routine issues for any device Client owns or operates in the course of its business.
1.3.1.1. Help Desk Connect. Help Desk Tier 1 Support may be provided as a standalone service (“Help Desk Connect”).
1.3.1.2. Technology Advantage® Plus. Onsite “Tier I” support by CT personnel employees on Client’s premises may be purchased separately as a standalone service (“TAP”).
1.3.2. Onsite and Remote Tier II Support. CT will, in its own discretion, provide onsite support if the Help Desk Tier I Support is unable to resolve a problem. This may involve CT Personnel assistance via remote connection or onsite support at Client’s physical location.
1.3.3. Senior Technical Architect Tier III Support. CT, at its own discretion, may determine that a task or Client issue requires a higher-level expertise. Such tasks will be handed to the Senior Technical Architects. These include tasks relating to network design/engineering, server projects/installations, firewall deployment, Storage Area Network (“SAN”) deployment and design, email migration, disaster recovery, software engineering, and network/server security audits. This support will be performed in a combination of remote and onsite labor.
2. FEES, RATES, EXPENSES, AND BILLING
2.1. Service Fees.
2.1.1. Technology Advantage®
2.1.1.1. Allotted Hours. The Client will receive 30 minutes of support per month per the number of devices specified in the related Order Form – excluding managed network (the “Allotted Hours”). These Allotted Hours are not available for Help Desk Connect.
2.1.1.2. Help Desk Tier I Support. Help Desk Tier I assistance used by Client in excess of the monthly Allotted Hours will be billed to Client at CT’s Standard Rate.
2.1.1.3. Onsite and Remote Tier II Support. Onsite and Remote Tier II Support will be first billed against Allotted Hours, and when those hours are exhausted, shall be billed as additional labor hours to Client at CT’s Standard Rate.
2.1.1.4. Senior Technical Architect Tier III Labor. All Senior Technical Architect work is excluded from Technology Advantage® and will be billed entirely to Client at CT’s Standard Rate.
2.1.1.5. No Carry Over. Allotted Hours that are not utilized by Client during one calendar month do not carry over to later calendar months and no refund will be made to Client for unused Allotted Hours. Unused Allotted Hours cannot be redeemed for cash or used to discount hardware or software purchases, or for any other purpose.
2.1.1.6. After Hours. After-hours or on weekends, Onsite and Remote Tier II Support and Senior Technical Architect Labor will be billed at the rate of two times the Standard Rate for the hours worked.
2.1.1.7. Travel Time. Travel time will be billed as one hour per visit at CT’s Standard Rate.
2.1.2. Total Advantage®. All services available in the Technology Advantage® service will be available without limitation for a single flat monthly rate.
2.1.3. Help Desk Connect. Help Desk Connect is billed monthly on a per-device basis as defined in the related Order Form. When purchased separately from the Technology Advantage® Program, there are no Allotted Hours included in Help Desk Connect. Issues requiring advanced technical assistance beyond Help Desk Tier I support will be billed at CT’s Standard Rate.
2.1.4. TAP Hours. A fixed, contracted number of hours per month may be purchased separately from other Services at rates to be agreed upon between the Parties and reflected in the applicable Order Form.
2.2. Installation Fee. An additional installation fee equal to one month of service billing on the covered equipment is required to activate this agreement and will be included with the first billing to Client for certain programs as disclosed below. The minimum installation fee for Technology Advantage®, Total Advantage® and Helpdesk Connect is two hundred fifty dollars ($250.00).
3. CHANGE ORDERS
3.1. Adding Allotted Hours. Client may add new Allotted Hours to the Technology Advantage® Program at any time. New Allotted Hours added before the fifteenth of any month will be billed commencing on the first of the next month. Devices added must be maintained on the program until the next one-year, two-year or three-year (depending on the original agreement term) renewal period occurs.
3.2. Reducing Services. Allotted Hours and Help Desk Connect devices may only be removed from the Service at the time of renewal of the contract within the period set forth in Section 4.2 of this Agreement.
Exhibit B — Cloud Advantage® (Formerly CCSI Services)
1. SERVICES
Cloud Advantage® is a fully managed cloud services platform designed to deliver secure, scalable virtual desktop, cloud infrastructure, and unified communications services. Subject to the terms of this Agreement and the applicable Order Form, CT will provide the following services.
1.1. Hosted Virtual Desktop Infrastructure (VDI). VDI Services may include: provisioning and management of virtual desktop environments hosted in CT-managed or third-party cloud infrastructure; user access configuration, authentication, and session management; operating system management, patching, and performance monitoring; management of virtual desktop images and related infrastructure components; and support for approved peripheral devices and remote access tools. VDI capacity, performance characteristics, user counts, storage allocations, and availability parameters will be as defined in the applicable Order Form.
1.2. Cloud Infrastructure & Hosting Services. Cloud hosting services may include: management of virtual servers, storage, and networking components; monitoring of hosted environments on a 24/7 basis for availability and critical alerts; routine maintenance, updates, and capacity management; and coordination with underlying cloud platform providers as required. Cloud infrastructure resources, redundancy configurations, and hosting locations are determined by the service tier selected and documented in the Order Form.
1.3. Backup and Disaster Recovery (if applicable). Where included in an Order Form, CT will provide cloud-based backup and disaster recovery services for covered systems, which may include scheduled backups of designated systems and data, retention policies based on selected service tiers, and restoration support following covered data loss events. Backup scope, frequency, and recovery objectives are defined solely in the applicable Order Form.
1.4. Unified Communications / VoIP Services (if applicable). Where included in an Order Form, CT will provide managed Voice over IP (VoIP) and unified communications services, which may include VoIP user provisioning and system configuration, call routing, voicemail, and collaboration features, carrier coordination and service management, and ongoing administration for covered users. Telephony features, usage limits, and third party carrier dependencies are defined in the applicable Order Form.
1.5. Monitoring and Support. CT will provide technical monitoring and support for the Cloud Advantage® environment, which may include proactive monitoring of platform health and availability, incident response and remediation efforts, and technical support provided via remote means and/or Help Desk services as defined in the Order Form. Cloud Advantage® support does not include application-level troubleshooting or end-user software training unless expressly included in an Order Form.
2. FEES, RATES, EXPENSES, AND BILLING
2.1. Service Fees. Cloud Advantage® services are provided on a recurring subscription basis for the fees defined in the applicable Order Form. Fees may be based on users, resources, or service tiers, as specified in the Order Form.
2.2. Installation and Onboarding Fees. One-time setup, migration, onboarding, or configuration fees (if any) will be defined in the applicable Order Form and billed with the initial invoice.
3. CHANGES TO SERVICES
Changes to Cloud Advantage® services, including increases or reductions in users or capacity, are governed by the change and renewal provisions of this Agreement and the applicable Order Form.
4. THIRD-PARTY DEPENDENCIES AND DISCLAIMERS
Cloud Advantage® relies in part on third-party cloud platforms, software vendors, and telecommunications providers. CT does not control and is not responsible for outages, performance limitations, or changes attributable to such third parties, except to the extent expressly stated in the applicable Order Form.
Exhibit C — Secure Advantage
5. SERVICES
CT will perform a security assessment and tailor the Secure Advantage Services to Client’s specific technology environment. These managed cybersecurity services may include: (i) continuous monitoring and incident response; (ii) layered protection measures such as threat detection, ransomware mitigation, CEO-fraud detection, DNS filtering, and penetration testing; (iii) compliance support to audit readiness tools; and (iv) reporting and access to a security dashboard. Secure Advantage does not include Client-specific application troubleshooting or broader IT support Services unless included under other Services.
6. FEES, RATES, EXPENSES, AND BILLING
6.1. Service Fees. Security Advantage Services will be billed monthly at the rates defined in the applicable Order Form.
6.2. Installation Fee. An additional installation fee equal to one month of service billing on the covered equipment is required to activate Secure Advantage Services under this Agreement and will be included with the first billing to Client. The minimum installation fee for Secure Advantage is two hundred fifty dollars ($250.00).
7. REDUCING SERVICES
Secure Advantage Services may only be reduced or removed from an Order Form at the time of renewal of the Services within the period set forth in Section 4.2 of this Agreement.
8. DISCLAIMER
The security features offered by software used in CT’s performance of Secure Advantage Services are provided by a third party. CT does not represent or warrant that the software will perform to the specifications of the manufacturer.
Exhibit D — Protect Backup Program
1. MONITORING, MANAGEMENT, & RESTORE SERVICES
CT will back up data that has been provided by Client to CT under a related Order Form by maintaining computer hardware and software used at its offsite data backup center or on site at Client’s premises.
1.1. Backup Management. CT will perform a review of the backup job status for reported failures and make reasonable efforts to rectify the cause of the backup failure.
1.2. Unlimited Restore of Files. Client may request unlimited restores of files in the event of a data loss. CT’s engineers will make commercially reasonable efforts to restore data of servers or replacement equipment purchased by Client from CT.
1.3. Client Responsibilities. Client must maintain the integrity of its computer network and backup devises or hardware it owns so backup services may function at all times. This backup service offering cannot successfully backup open files. The open files that fail to backup are reported to CT to be reviewed for possible modification of backup sets. For confidentiality and security reasons, data transmitted is never opened or read by any of the CT backup processes. It therefore remains Client’s responsibility to ensure that data integrity, including virus checking, is maintained. CT is not legally responsible for data loss caused by equipment or network failures of the Client’s equipment or network or intrusion from a hacking or illegal third-party source.
2. FEES, RATES, EXPENSES, AND BILLING
2.1. Service Fees. Protect Backup Services will be billed monthly for the fees defined in the applicable Order Form.
2.2. Adjustable Billing. Client agrees that CT can adjust the billing monthly based on the size of the backup. If the backup grows or shrinks to a different tier, CT will bill at the appropriate tier.
