TechCare360 Home Edition Program

Service Agreement

This Service Agreement (hereinafter referred to as the “Agreement”), is entered into as of the date of intake and activated by the subscriber’s acknowledgment of the Service Agreement and Acceptance of the terms as set forth below and during the intake process with TechCare, LLC, a Mississippi Limited Liability Company having an address at 7724 Old Canton Road, Madison, MS 39110 (“TechCare”), and (“Subscriber”).

Whereas, TechCare, LLC is a provider of Device Support Services, Security and Monitoring Services Solutions;

Whereas, Subscriber desires to contract with TechCare, LLC for the provision of the TechCare, LLC Monitoring Services Solutions;

Now, therefore, for and in consideration of the premises contained herein and good and valuable consideration, receipt of which is hereby acknowledged during intake by TechCare, LLC, and Subscriber, the parties agree as follows:

PERIOD OF SERVICE

This Agreement shall be effective as of the date of intake, executed by Subscriber at intake, and shall be for an initial term of twelve (12) months. This Agreement shall renew automatically at the end of the prior Agreement term for a period of twelve months (12) unless TechCare, LLC or the Subscriber affirmatively terminates it in accordance with the conditions set forth in this Agreement.

EQUIPMENT COVERED

TechCare, LLC reserves the right to renegotiate rates based on additions of locations, hardware, software, hardware support requirements, and/or services as well as modify this Agreement (or any portion thereof) with a 30-day notice. Equipment includes all devices provided to Techcare, LLC at intake for inclusion in the program.

PURCHASE PRICE

Subscriber is purchasing TechCare, LLC Program Services under this Agreement for the purchase price as agreed during intake of the device included in the program. Said purchase price shall be paid in monthly installments with the first installment due upon acceptance of this agreement. Each payment thereafter shall be due the proceeding calendar month.

CHARGES FOR SERVICE

Any supplemental services provided by TechCare, LLC which are outside the terms of this Agreement, including but not limited to, any maintenance provided beyond normal business hours and services in excess of the terms and conditions herein, shall be charged to Subscriber as an additional charge less 30% in accordance with the terms and conditions as outlined within the TechCare.Support site. Any additional billing charges will be invoiced at the end of each month, with payment expected within thirty (30) days, unless otherwise specified by TechCare, LLC;

Subscriber shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, federal, state, or otherwise, however, designated, which are levied or imposed by reason of the services provided pursuant to this Agreement. Without limiting the foregoing, Subscriber shall promptly pay to TechCare, LLC an amount equal to any such taxes actually paid or required to be collected or paid by TechCare, LLC;

TechCare, LLC reserves the right to refuse or suspend service under this Agreement in the event Subscriber has failed to pay any invoice within thirty (30) days of said invoice date, whether it be an invoice for services provided under this Agreement or any other agreement between the parties.

SERVICE RESPONSIBILITY OF TECHCARE, LLC

It is the responsibility of the Subscriber to promptly notify TechCare, LLC of any events/incidents that could impact the services defined within this agreement and/or any supplemental service needs, and for TechCare, LLC to respond in a timely manner via phone, email, remote access, and/or on-site services. If services are requested by the Subscriber outside of normal business hours, TechCare, LLC shall provide such service subject to the availability of its representatives, according to the terms and conditions set forth in this Agreement.

SUBSCRIBER RESPONSIBILITIES

Subscriber agrees that it will inform TechCare, LLC of any modification, installation, or service performed on the device by individuals not employed by TechCare, LLC in order to assist TechCare, LLC in providing an efficient and effective device support response.

SCOPE OF DEVICE SUPPORT AGREEMENT

This Agreement is designed to provide the Subscriber with centralized, proactive monitoring supplemental services for certain devices. This Agreement includes only devices received by TechCare, LLC at intake as part of the subscription service during the subscription period.

SERVICE LIMITATIONS

In addition to other limitations and conditions set forth in this Agreement, the following service and support limitations are expressed:

The cost of consumables, replacement parts, hardware, software, network upgrades, and associated services are outside the scope of this agreement. TechCare, LLC will provide consultative specification, sourcing guidance, and/or Time and Material/Project offerings.

All Server, Network Device and Software upgrades are outside the scope of this agreement.

Manufacturer warranty parts and labor/services are outside the scope of this agreement.

Periodic reboots for such devices as firewalls, routers, and servers are required to apply/activate critical update patches and configuration changes. TechCare, LLC’s support services within this agreement are predicated upon the Subscriber’s support and commitment to providing time/scheduling for network device reboots and support. Application software support is limited to specific manufacturers.

Virus mitigation within the scope of this agreement is predicated on the Subscriber satisfying recommended backup schemes and having appropriate Anti-Virus Software with current updates.

Restoration of lost data caused by systems/hardware failure is outside the scope of this agreement.

This agreement and support services herein are contingent on the Subscriber’s permission of TechCare, LLC to have secure remote access into the Subscriber’s network and device (eg. VPN, Citrix/AccessIT, Telnet, SSH, RAS or other solution expressly approved by TechCare, LLC). Depending on the remote access solution used, additional charges may apply to the agreement.

Support services required or requested outside of the scope of this agreement may not be exchanged for days or services within this agreement. Outside of scope support services are available and will be provided on either a Time and Material or Project basis.

WARRANTIES AND DISCLAIMERS

TechCare, LLC makes and the Subscriber receives no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. In no event shall TechCare, LLC or any of its Directors, Employees, or Other Representatives be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the possibility of such damages.

The Subscriber shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the Network is to function.

 INDEMNIFICATION

Subscriber hereby agrees to indemnify and defend at its sole expense: TechCare, LLC, its employees, agents, representatives, directors, and shareholders, from and against any and all claims arising out of or based upon Subscriber’s use of all services, software, or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent infringement. In addition, Subscriber agrees to pay any judgment and costs associated with such claim.

OPT-OUT/TERMINATION

TechCare, LLC and/or Subscriber shall have the right to terminate this Agreement under any of the following conditions:

If one of the parties shall be declared insolvent or bankrupt.

If a petition is filed in any court and not dismissed in ninety days to declare one of the parties bankrupt and/or for a reorganization under the Bankruptcy Law or any similar statute.

If the Subscriber does not pay TechCare, LLC within thirty (30) days from receipt of TechCare, LLC's invoice and/or otherwise materially breaches this Agreement.

If TechCare, LLC fails to perform its obligations under this Agreement and such failure continues for a period of thirty days after written notice of the default, the Subscriber shall have the right to terminate this Agreement.

After the initial 12 month period, either party may terminate this Agreement upon sixty days (60) written notice.

Upon termination, all hardware and software installed by TechCare, LLC that was required to conduct network support services are the property of TechCare, LLC and will be surrendered and returned to TechCare, LLC at end of the agreement.

REMEDIES

In the event Subscriber terminates this Agreement for any reason other than a breach of the terms herein, Subscriber shall not be entitled to a refund of any monies extended in advance of the month or part thereof for which services by TechCare, LLC were last performed.

CONFIDENTIALITY

This Confidentiality, Privacy and Compliance portion of this Agreement is in addition to other terms and conditions set forth in any and all agreements currently existing or hereafter created between Subscriber and TechCare, LLC. This agreement shall under no circumstances be deemed to alter any such contract except as specifically provided below.

TechCare, LLC acknowledges that in the course of providing services to said Subscriber, TechCare, LLC may learn from Subscriber certain non-public personal and otherwise confidential information relating to said Subscriber. TechCare, LLC shall regard any and all information it receives which in any way relates or pertains to said Subscriber as confidential.

TechCare, LLC shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve Subscriber or as expressly and specifically permitted in writing by said Subscriber or as required by applicable law.

Said Subscriber acknowledges that it also has a responsibility to keep records and information confidential.

Said Subscriber also acknowledges that all information and services, consulting techniques, proposals, and documents disclosed by TechCare, LLC or which comes to its attention during the course of business and provided under this Agreement constitute valuable assets of, and confidential and/or proprietary to TechCare, LLC. This provision shall survive termination of this Agreement and any other agreements between Subscriber & TechCare, LLC.

GENERAL PROVISIONS

Sole Agreement: This Agreement constitutes the entire and only understanding and agreement between the parties hereto with respect to the subject matter hereof and, except as expressly set forth herein, may be amended only by a writing signed by each of the parties hereto.

Severability: If a court of competent jurisdiction determines that any terms or provision of this Agreement is invalid or unenforceable; such determination shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement, which shall continue to be given full force and effect.

Captions: The captions of the paragraphs of this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any of the provisions hereof.

Binding Effect: This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.

Waiver: Any failure of either party to comply with any obligation, covenant, agreement, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other parties. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions shall not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.

Governing Law: Not withstanding the place where this Agreement may be executed by any party, this Agreement, the rights and obligations of the parties, and any claims and disputes relating hereto shall be subject to and governed by the laws of the State of Mississippi as applied to agreements among Mississippi residents to be entered into and performed entirely within the State of Mississippi, and such laws shall govern all aspects of this Agreement. The parties agree to submit to the personal jurisdiction and venue of the state and federal courts in the State of Mississippi, in the Judicial Circuit where TechCare, LLC has its principal office, for the resolution of all disputes and causes of action arising out of this Agreement, and the parties hereby waive all questions of personal jurisdiction and venue of such courts, including, without limitation, the claim or defense therein that such courts constitute an inconvenient forum.

Assignment: This Agreement and the rights and duties hereunder shall not be assignable by either party hereto except upon written consent of the other.

Force Majeure: TechCare, LLC shall not be liable for any problems due to external causes beyond its control including, but not limited to, terrorist acts, natural catastrophe, fire, flood, or other acts of God, and/or power failure, virus propagation, improper shut down of the Network and related Network Systems/Services.

Attorneys' Fees. In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover all expenses, including reasonable attorneys' fees.