Terms & Conditions

Business Computer Services of Sacramento MSP Agreement

Charges:
• Minimum Charges: There are no Minimum Charges for any Maintenance Service Plan (MSP).
• Emergency Rate Charges: There are no Emergency Rate (respond onsite in less than 2 hours) charges for any MSP.
• Onsite work vs. remote/phone work.

Under the Hero MSPs, only onsite work is charged. There are no charges for remote/phone
work. Travel time to the client is charged for Onsite work.

• After-Hours Charges: Under the Hero MSPs, the ‘Standard Hourly Rate’ is for services that are provided during ‘Normal Business Hours’ (8am to 5pm, Mon. thru Fri., excluding holidays). An additional 50% will be applied to the ‘Standard Hourly Rate’ for hours outside of these ‘Normal Business Hours’. Hours which fall outside of the ‘Normal Business Hours’ are defined as ‘After-Hours’.

A) The client agrees that the charges described in this agreement are fair and reasonable.

B) Client’ will be invoiced on a monthly basis. Invoices will be emailed to designated ‘Client’ recipients.

C) Invoice and amounts are due on receipt. Payments received more than ten (10) days late are subject to a ten percent (10%) late charge per invoice. BCSOS, Inc. reserves the right to suspend all work, until the account is brought current. In the event that the ‘Client’ invoice is more than thirty (30) days past due, the ‘Client’ agrees to
bear full responsibility and reimburse BCSOS, Inc. for any and all collection costs incurred by BCSOS, Inc. due to the Client’s non-payment or late payment of fees and other costs. Such collection costs may include but are not limited to, attorney fees and court costs.

D) Signed Purchase Authorizations and/or Credit Applications may be required to proceed with product sales.
Checks and credit cards are accepted. “Any instrument of payment (Check, EFT, ACH, etc.)”, rejected by a banking institution, is subject to a processing fee of $100.00. A 15% restocking fee will be charged for any returned merchandise. Software and software licenses are not refundable.

E) If the Client is past due or has outstanding balances, BCSOS, Inc. has authorization to charge the Client’s credit card for the billed amount.

F) Responsibility for BCSOS, Inc. Employees:
All personnel provided by BCSOS, Inc. to perform any Services shall be considered BCSOS, Inc’s employees or agents, and BCSOS, Inc. shall be responsible for payment of fees or salaries (including the withholding or payment of all payroll or income taxes), worker’s compensation, disability benefits and the like for such personnel.

G) Non-Solicitation of BCSOS, Inc. Agents or Employees:
‘Client agrees to not recruit, solicit, hire or retain any BCSOS, Inc. agents or employees for employment or work of any kind, either as an employee or an independent contractor, during the duration of BCSOS, Inc. servicing the client. The client acknowledges the substantial amount of time, money, and effort that BCSOS, Inc. has spent and will spend in recruitment of competent employees. If the client wishes to employ any BCSOS, Inc. employee or agent, ‘Client’ shall pay BCSOS, Inc. the full amount of salary of the employee or contractor for three-hundred and
sixty-five (365) days of work. The client agrees that this is a fair compensation and is in no way meant to restrict access to employees.

H) Sanctity of Administrator Password:
‘Client’ agrees that all reasonable attempts will be made to ensure only authorized and properly trained ‘Client’ employees are privy to the current administrator password(s). BCSOS, Inc. recommends that a minimum of two ‘Client’ employees, but no more than three, be entrusted with this responsibility.

I) Liability:
BCSOS, Inc. warrants to ‘Client’ that the services and labor performed as part of this Service Request Agreement will have the quality associated with a professional technical consultant.
BCSOS, Inc. offers no guarantees or warranties as to system availability and functionality during any phase of its support services and makes no guarantees or warranties regarding the ability to resolve computer-related problems, to recover data, to avoid losing data, or to prevent loss of income. BCSOS, Inc. makes no other warranties, that products delivered under this Service Request Agreement, are fit for merchantability. In no event shall BCSOS, Inc. be liable to the ‘Client’ for any loss of profit, loss of business, consequential, or any other damages as a result of work performed under this Service Request Agreement. In the event that this limitation of damages is held unenforceable, then the parties agree that all liability to ‘Client’ shall be
limited to one-thousand dollars ($1,000).

J) Delays:
Neither party shall be liable for any failure or delay in performing its obligations under this agreement or for any loss or damage resulting there from, due to causes beyond its reasonable control. In the event of such failure or delay, the date of delivery or performance shall be extended for a period not to exceed the time lost by reason of the failure or delay; provided that either party may terminate this agreement in writing if the period of failure or delay exceeds thirty days. Each party shall notify the other promptly of any failure or delay and the effect on its performance.

K) Projects and Hardware/Software
This contract describes Information Technology consulting services for maintenance and repairs only. BCSOS, Inc. can provide additional quotes for any projects, such as installing servers, workstations, routers, firewalls, installing network cabling, installing Voice Over IP systems, etc. All projects will fall under the terms of this Service Request Agreement.

L) Data Confidentiality
a. Confidential Information Defined. During the term of this Agreement, each party (the “Receiving Party”) may be exposed to, or receive, from the other party (the “Disclosing Party”), business and technical information, including information related to business plans, technology, source code and product or service development plans, pricing, techniques and methods which are the confidential and proprietary information of the Disclosing Party and not generally known to the public (“Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary.” The Disclosing Party will identify all Confidential Information disclosed orally as confidential at the time of disclosure.
b. Protection of Confidential Information. Both parties agree that during and after the term of this Agreement, the Receiving Party will (a) hold the Disclosing Party’s Confidential Information in confidence using the same standard of care as the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Disclosing Party’s Confidential Information to any third party without Disclosing Party’s prior written consent, except as expressly permitted under this Agreement; and (c) limit access to the Confidential Information to those of Disclosing Party’s employees, contractors, and consultants having a need to know who are bound by confidentiality obligations at least as restrictive as those set forth herein.
c. Exceptions. The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently
developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.
d. Required Disclosure. The Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party without violating the Confidentiality obligations to the extent that such disclosure is (a) approved in writing by the Disclosing Party, (b) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (c) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
e. Return of Confidential Information. The Receiving Party will either, at its option, return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section.
f. Confidentiality of Agreement. The terms and conditions of this Agreement are also deemed to be “Confidential Information.” Neither party will disclose any terms of this Agreement to anyone (i) other than its affiliates, attorneys, accountants, and other professional advisors under a duty of confidentiality, (ii) as required by law, or (iii) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed is under a duty of confidentiality).

M) Indemnification
BCSOS, Inc. agrees to indemnify and hold harmless Client, its agents and employees from any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind whatsoever arising out of the negligent acts or omissions of BCSOS, Inc. or its officers, agents, employees, assigners, subcontractors or independent contractors, except to the extent any injury, claim action, lawsuit, damage, judgment or liability caused by or contributed to by the negligence of Client, its agents, servants, employees or staff. Client agrees to indemnify and hold harmless BCSOS, Inc., its agents, servants, employees, contractors and representatives from any and all injuries, claims, actions, lawsuits, damages, judgments or liabilities of any kind whatsoever arising out of the negligent acts or omissions of Client, its agents and employees, except to the extent any injury, claim action, lawsuit, damage, judgment or liability caused by or contributed to by the negligence of BCSOS, Inc., its agents, servants, employees, contractors or representatives . This includes indemnification against loss of data, business loss, or downtime. BCSOS, Inc. also agrees to replace any damaged hardware with a replacement that is equal to or greater than the value of the damaged equipment.

N) Dispute Resolution
Should a dispute arise with regard to the enforcement or application of any provisions of this Service Request Agreement, the parties agree to binding arbitration by a Jams Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Sacramento County before an arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

O) Jurisdiction
The laws of the United States and the State of California shall govern this agreement, its terms and conditions. ‘Client’ agrees that the proper forum for any claim arising under this agreement shall be in the State of California. If any one or more provisions of this agreement shall be found to be unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

P) Purchases
No hardware, software, or services shall be purchased directly from a BCSOS, Inc. contract engineer, unless that engineer is an employee of BCSOS, Inc.. BCSOS, Inc. will provide assistance in the purchasing of hardware, software, or services, if client requests. Due to its often complex and technical nature, all time spent researching hardware, software, and services is chargeable, whether hardware, software or services are purchased or not.

Q) Termination
‘Client’ will provide a thirty (30) day termination notice of contract to BCSOS, Inc.. The ‘Client’ is financially responsible for current MSP rate for 30 days after termination notice.

R) Additions to this contract
1) BCSOS, Inc. will respond to a service request from any ‘Client’ employee, unless ‘Client ‘ provides a list of approved ‘Client’ personnel.
2) If customer is subscribed to a Maintenance Service Plan Maintenance, monitoring will be performed on an ongoing, pro-active basis, to eliminate any ‘future’ issues or downtime, and to increase uptime and performance. This will include, but is not limited to: remoting into workstations, servers and other devices; checking event logs; tracking disk space, memory, cpu-utilization; updating Service Packs; checking backups, responding to monitoring
alerts, and more.
4) Regardless of the Maintenance Service Plan, work shall be billable if the computer was last worked on by somebody other than BCSOS, Inc.
5) The price for any monthly services will automatically be adjusted based on the quantity of:
• Desktops
• Laptops
• Network devices
• Servers
• Email boxes that are covered by BCSOS, Inc. AntiSpam
• Data that is backed up using BCSOS, Inc. Backup
• BCSOS, Inc. Anti-Spyware or BCSOS, Inc. Anti-Virus that is deployed
6) If this contract is canceled for any reason, BCSOS, Inc. shall provide all user ids and passwords for the client to access their system.
7) If this contract is canceled for any reason, Client and BCSOS, Inc. both agree to sign and date a Client Termination Contract.

S) Independent Contractor Relationship
The Parties agree that the relationship created by this Agreement is an independent contractor relationship. The Parties are not agents, representatives, or partners. The Parties do not have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, each other. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, representative, or employment relationship between the Parties or to impose any partnership obligation, or liability upon the Parties.

T) WARRANTIES, RIGHT TO CONTRACT.

The Parties warrant and agree that each is competent to enter into a contract and that the Agreement is entered into voluntarily, without duress, coercion or intimidation. If either Client is a business entity, including but not limited to a partnership, limited partnership, corporation, or LLC, the Parties
warrant that the individual entering into this Agreement has full right and authority to enter into this Agreement and to perform the acts required of it here under. Further, the Parties warrant that the execution and performance of this Agreement does not and shall not violate any other Agreement to which the Parties are otherwise bound.

U) ENTIRE AGREEMENT.

This Agreement constitutes the complete and exclusive agreement between Client and BCSOS, Inc. concerning the work on this project and the internet marketing services, and it supersedes all other prior written Agreements, proposals, and representations, whether stated orally or in writing. BCSOS, Inc. and client both reserve the right to modify this agreement in writing, if both parties agree and sign that modification.

V) DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES DO NOT MAKE AND HEREBY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

W) GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of California.

X) CONTRACT CONSTRUCTION.

In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties. The Parties agree that this contract has been mutually drafted and that there shall be no presumption against a principal drafter of the Agreement.

Y) SERVERABILITY.

In the event that any provision in this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SERVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN EFFECT.

Z) NO WAIVER OF CONTRACTUAL RIGHT.

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

AA) HEADINGS.

The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify, or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal Effect.

BB) AMENDMENTS.

No amendments or other modifications to this Agreement may be made except by a writing signed by both Parties.

CC) NOTICE.

All notices that either BCSOS, Inc. or Client is required or may desire to serve upon the other shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).

DD) SUCCESSORS AND ASSIGNS.

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

EE) COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

Footnotes
1. 24×7 Network Operations Center (NOC) Preventive Maintenance Team. This team monitors and maintains preventative maintenance activities
(Anti-Virus, Anti-Spyware and Security Patch Management). This team does not perform Anti-Virus installations/removals.
2. Standard Hourly Rate and After-Hours Rate: The ‘Standard Hourly Rate’ is for services that are performed during ‘Normal Business Hours’ (8am
to 5pm, Mon. thru Fri., excluding holidays). An additional 50% will be applied to the ‘Standard Hourly Rate’ for hours outside of these ‘Normal
Business Hours’, except for Platinum clients. Platinum clients are not charged for any ‘After-Hours’ work at all. ‘After-Hours’ are hours that fall outside
‘Normal Business Hours’.
3. Minimum Onsite Support: There is no minimum charge for onsite support for any MSP. Travel time is charged to the client (except for Platinum).
4. Minimum Remote/Phone Support: There is no minimum charge for Remote/Phone support for any MSP.
5. Hero Maintenance Service Plan.
‘After-Hours’ is defined as any time that fall outside of ‘Normal Business Hours’”. ‘Normal Business Hours’ are defined as time that fall between 8am to
5pm, Mon. thru Fri., excluding holidays.
-Home computers shall be repaired at the discounted Break/Fix rate of $65/hour or a Flat Fee of $190.00.
-New installs that are ‘projects’ will be billed at $65/hr under an equote. ‘Projects’ include new server installs, firewalls, new company site setups, etc.
-Wireless connections to productions servers, printers, and other devices are not supported. Wireless connections to browse the Internet are
supported.
-Project-Type work (new installs) ($65/hr) applies/billed.
6. A ‘Network Device’ is a router, switch, firewall or network-attached printer.
7. Any work done on Backups, after 30 days of the initial installation, shall be charged at the applicable hourly rate, according to the MSP that is
purchased.
8. Any work done on Fixed Price Contracts, which is performed after the Fixed Price Contract Completion Tests have been checked off and signed by
the client, shall be charged at the applicable hourly rate, acc. to the MSP that is purchased. If no MSP is purchased, the rate will be the Break/Fix Rate
of $130/hour.
9. If any computers are rebooted, it is standard procedure by BCSOS, Inc. to remote in and confirm that they are accessible and operational, and will
be charged at the applicable hourly rate.
10. This does not include operating system upgrades and Line of Business (LOB) application upgrades. Upgrades only apply to existing “managed”
computers.
11. Software compliancy checks are not provided under any plan. Any Software Compliancy Checks are paid for under a separate Project.
12. Breakfix will charge for both Onsite and non-onsite (phone/remote) work.
13. Hero and Super Hero MSPs will not be charged for non-onsite work (phone/remote) work.
14. Hero and Super Hero MSPs will be charged for onsite work.
15. Hero and Super Herp MSPS will be charged for travel time To the client (not from).

Additional Clarifications
BCSOS, Inc. provides Four Maintenance Service Plans as listed in Appendix A, Table I above
A. A ‘Break/Fix’ Maintenance Service Plan does NOT include free repairs, maintenance, research, advice or documentation; all work done under a
Break/Fix MSP is billable. The ‘Break/Fix’ Maintenance Service Plan does not include any monthly remote monitoring and maintenance services as
the ‘Heror’, ‘Sper Hero’ and ‘Legend’ Maintenance Service Plans do. All work, whether onsite or phone/remote, will be charged.
B. The ‘Hero’ and ‘Super Hero’ Maintenance Service Plans require a monthly recurring cost based on the quantity of desktops, laptops, networks
devices, and servers that are identified under the Maintenance Service Plan. The applicable hourly rate is charged in addition to the monthly
maintenance and monitoring cost, for any repairs, research, advice or documentation. Any onsite work, including travel time to the client, will be
charged. Phone/remote work (non-onsite) will not be charged.

Your Computers Optimized