CONDITIONS OF AGREEMENT
1. COVERAGE NOT PROVIDED:
This MSSP Agreement does not cover and specifically excludes any backup of the Customer’s Devices with respect to Program Files. This MSSP Agreement also does not cover and specifically excludes any “proprietary” and/or industry, trade, or business specific software. This MSSP Agreement also does not cover and specifically excludes any repair or replacement of any computer hardware and/or computer software. If any Computer Hardware and/or Computer Software needs to be repaired or replaced, the Service Provider may agree to repair or replace said Computer Hardware and/or Computer Software upon terms and conditions as agreed upon by the Customer and the Service Provider.
2. CUSTOMER’S COVENANTS:
Customer agrees to provide to the Service Provider access to all Devices that are covered under this MSSP Agreement. All Devices that are to be monitored and serviced under this MSSP Agreement may be subject to an inspection by the Service Provider prior to any coverage provided herein. Customer agrees that should any inspection discover any malfunctions in the Device to be monitored or serviced under this MSSP Agreement, said malfunctions must be remedied prior to the start of this MSSP Agreement, or said Device will be excluded from coverage at the discretion of the Service Provider. In addition, Customer agrees to provide to the Service Provider access to all required and necessary company passwords and internet access for any remote diagnostics.
Customer has the full right, power, and binding authority to enter this MSSP Agreement and to carry out his obligations as defined in this MSSP Agreement. Further, Customer affirms that he possesses full authority to permit the Service Provider all access to Devices (whether onsite or via remote access), permission for the installation of equipment and/or software, and the right to provide all services described herein under the MSSP Agreement.
3. DEFAULT BY SERVICE PROVIDER:
Customer acknowledges that given the nature of the services rendered, it is impractical and extremely difficult to guarantee and/or prevent against all security threats, data breaches, and/or other attendant losses that the system is designed to deter, avert, protect against, and/or fix. Customer acknowledges that this MSSP Agreement will not create an obligation of the Service Provider to assume for liabilities which covers the loss, damage, and/or destruction of Customer’s Program Files, Devices, Data, Computer Hardware, and/or Computer Software resulting from services and/or software provided under the MSSP Agreement. Customer agrees that Customer shall bring no lawsuit, action, claim, and/or demand against the Service Provider more than one (1) year from the date of the alleged incident giving rise to the lawsuit, action, claim, and/or demand. In the event that a court of competent jurisdiction determines that the Service Provider is found liable for any loss, damage, and/or destruction to the Customer’s Program Files, Devices, Data, Computer Hardware, and/or Computer Software, if any, either directly or indirectly, relating to services rendered under this MSSP Agreement, the Service Provider’s liability shall be limited to One ($1.00) Dollar as the agreed upon final and complete liquidated damages. Such liquidated damages are the exclusive remedy for any loss, damage and/or destruction to the Customer’s Program Files, Devices, Data, Computer Hardware, and/or Computer Software under this MSSP Agreement, irrespective of cause or origin of such loss, damage, and/or destruction. The Service Provider recommends that if Customer desires further protections from potential loss, damage, and/or destruction to Customer’s Program Files, Devices, Data, Computer Hardware, and/or Computer Software, the Service Provider advises Customer purchase a back system that secures their Data as well as purchase insurance coverage to insure against such potential losses, and it shall be Customer’s independent responsibility to protect his Data and purchase such insurance coverage at Customer’s own expense.
4. DEFAULT BY CUSTOMER:
If Customer has not remitted payment by the fifteenth (15th) day after the due date, Customer shall be deemed to be in default. In the event of a default by Customer in the payment of sums due herein, the Service Provider shall furnish Customer with notice of any such default. If Customer does not cure the default within five (5) days after notice of said default, the Service Provider will be entitled to pursue all legal collection remedies available, and the Service Provider shall be entitled to recover its reasonable attorneys’ fees and costs incurred in such collection efforts. This paragraph in no way limits the Service Provider’s right to terminate all services provided herein with five (5) calendar days’ notice of said termination as set forth in this agreement.
A. All notices, requests, demands, and other communications hereunder shall be in writing, shall be signed by the party giving such notice, and shall be transmitted by:
(i) hand delivery to the address for notices; or
(ii) delivery by overnight courier service to the address for notices; or
(iii) email delivery, read receipt requested, addressed to the address for notices.
B. All notices shall be deemed given and effective upon the earlier to occur of:
(i) the hand delivery of such notice to the address for notices;
(ii) one business day after the deposit of such notice with an overnight courier service by the time deadline for next day delivery addressed to the address for notices; or
(iii) seventy-two (72) hours after emailing such Notice. All notices shall be addressed to the addresses set forth on the first page of the agreement.
6. VOLUNTARY AGREEMENT:
The parties hereto acknowledge and agree that they have read this MSSP Agreement in its entirety and that they enter this MSSP Agreement voluntarily.
7. ENTIRE AGREEMENT, AMENDMENT, AND MODIFICATION:
This MSSP Agreement contains the entire agreement between the parties hereto, and there are no other understandings and/or agreements, verbal or otherwise. No amendments, changes, alterations, and/or modifications of this MSSP Agreement may be entered into unless the agreement is made in writing and signed by all parties hereto. Additionally, no waiver of the MSSP Agreement’s terms and conditions shall be given any binding effect unless made in writing and signed by all parties hereto.
8. GOVERNING LAW:
This MSSP Agreement shall be construed and governed in accordance with the laws of the United Kingdom. This agreement, regardless of where it is executed, will be deemed to have been executed in Horry County, South Carolina. The parties hereto consent to the jurisdiction of any local, state, or federal court located in the United Kingdom.
9. SEVERABILITY, CONSTRUCTION, AND HEADINGS:
The provisions set forth in this MSSP Agreement shall be construed to be separate and distinct from each other and every other provision of this agreement. If any court of competent jurisdiction shall declare any provision to be invalid, prohibited, and/or unenforceable, the remaining terms and conditions of this agreement shall remain independent, divisible, and enforceable. This MSSP Agreement shall not be more strictly construed against any one of the parties hereto and shall be deemed the product of mutual input, construction, and/or negotiation. The captions and headings used in this agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this agreement. Whenever the context so requires, the gender of words used in this agreement includes the masculine, feminine, and neuter, and the singular shall include the plural, and conversely.
10. BINDING EFFECT:
This MSSP Agreement shall be binding upon the parties hereto and their respective successors, assigns, and/or legal representatives.
This MSSP Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
A. Customer: “Customer” is defined as the persons, firms, corporations, partnerships, businesses, and/or other legal entities securing the services being provided by the Service Provider.
B. Service Provider: “Service Provider” is defined as Tech Sentries, which includes but is not limited to all persons, agents, firms, businesses, contractors, subcontractors, corporations, and/or other entities who work for and/or who are contracted by Tech Sentries to provide services which assist, aid, support, or perform other duties to the Customer on behalf of Tech Sentries.
C. MSSP Agreement: “MSSP Agreement” is defined as the Managed Security Services Provider’s contractual agreement as described in this entire document.
D. Program Files: “Program Files” are defined as the folder in which a computer contains application subfolders, any software, programs, files, and/or data which are stored electronically.
E. Devices: “Device” is defined as computers, servers, tablets, laptops, and cellular phones.
F. Computer Hardware: “Computer Hardware” is defined as the collection of physical parts of a computer system, including but not limited to the computer case, monitor, keyboard, mouse, hard disk drive, motherboard, video card, and other parts.
G. Computer Software: “Computer Software” is defined as the system software, application software, and all the utilities that enable the computer to function.
H. Data: “Data” is defined as electronic information secured on a Device.