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Legal Information Regarding Click IT


The Click IT trademark is owned & operated by Click IT Connect Corporation, a privately held Ohio corporation with headquarters in Chagrin Falls, Ohio, just outside of Cleveland, where the company maintains a data center. If you have a question regarding any of our domains, applications, tools, products or services, please write to: P.O. Box 2, Chagrin Falls, OH 44022. If you would like to have your url listed at any of our domains, call us at (440) 247-4998 (voice), (800) 368-7416 (toll-free) or send us a message. If you wish to reach Click IT Corp. by fax, please use this number: (216) 923-1322.

Click IT Legal Notice Pertaining to its Web Site

Hereafter, Click IT Connect Corp. is referred either as "Click IT" or "the Company".

Information and Accuracy:

Information and services provided at the Internet domain ClickIT.com is provided "AS IS" without warranty of any kind, either express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

No Liability:

In no event will the Company be liable to any party for any direct, indirect, punitive, special, confidential or other consequential damages arising directly or indirectly from any use of this internet resource, even if the Company is expressly advised of the possibility of such damages.

Copyright Notice:

This web site is subject to the protection of the copyright laws of the United States and other countries. You may not reproduce any part of this web site without the prior written permission of the Company and its affiliates.

Trademarks:

Click IT TM, the Click IT logo, and other names, logos, icons and marks identifying products and services referenced herein are trademarks of the Company and its affiliates and may not be used without the prior written permission of the Company and/or its affiliates. Third-party use of any such trademark must comply with the Company's trademark policy. Other product or company names referred to herein are trademarks of their respective owners.

Links to Other Sites:

Information on this web site contains links and references to other sites. Other sites may contain links or references to this site. The Company does not endorse, and is not responsible for, any product or service offered by any entity other than itself.

Comments:

Any comments or materials sent to the Company regarding this web site may be used by the Company without liability, and without compensation or attribution to the sender. The Company may reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute such content or materials to others without limitation.

Regulation E Disclosure:

The Company operates all of its web services in compliance with the Electronic Fund Transfer Act and Regulation E as issued by the Board of Governors of the Federal Reserve System.

Privacy Policy:

Click IT does not send unsolicited email. Nor do we sell your personal information. Please read our Privacy Policy for a complete explanation of our privacy policy.

Acceptable Use Policy:

Please read our Acceptable Use Policy for a complete explanation of our acceptable use of our services.


The information in the following sections below provides legal policies and procedures pertaining to the named subject matter. Please read the information you need to carefully for any appropriate services you are receiving, or plan to receive from Click IT.

Service Repair Check-in Form

Check your repair status by calling (440) 247-4998 ext. 3.

Note: The following terms and conditions are in addition to the terms and conditions provided on the form signed while customer dropped off their device(s) at Click IT at 16 S. Main Street, Chagrin Falls, OH 44022. If there is any conflicting information, the terms and conditions published here take precedence and rule. Customer was advised at that time when ordering a service that Click IT terms and conditions can change at any time and are published with updates on this web site at http://www.clickitco.com/about/legal.

Click IT Service and Repair Terms and Conditions

Applicable to All Services

Customer understands and agrees to the following Click IT Service Terms and Conditions:

The requested repair and/or installation service may cause partial or complete data loss from their equipment. Customer must maintain backups and assume all responsibility from restoring any lost software or data. Click IT assumes no responsibility from any software program, data loss or restoration.

Warranty Repairs

A valid proof of purchase must be provided before any Warranty work will be performed. I understand that the operating system, other software, software configurations, and Virus detection/removal are not covered by manufacturers' warranties and that normal Non-Warranty diagnostic and repair rates will apply.

Non-Warranty Repairs

A Diagnostic fee is due for diagnosing and confirming the problem. If Customer choose to have the equipment repaired, additional charges apply at normal posted shop rates. Customer understands that a payment in full is due before any equipment can be released by Click IT.

Data Backup Service

Click IT can provide limited data file backup of specific data files only {"Data Backup Service"). It does not include the programs or program files that created the data. However, Click IT can reinstall these programs for an additional fee if the original disks and license keys are provided. In order to provide the Data Backup Service, the hard drive with the files to be backed up, must be functioning and accessible. For an additional charge, Click IT can also supply the storage media for the backup service. Click IT disclaims any warranty of any kind of the Data Backup Service or of the integrity or completeness of any data backup files. Click IT assumes no responsibility for any software programs, data loss or restoration. In no event shall Click IT be held liable for any consequential or incidental damages due to lost data, lost programs or defects in parts or labor. The total liability of Click IT shall in no event exceed the total sum paid to Click IT for the data file backup service. The customer acknowledges that the estimated and actual fees reflect this limitation of liability and risk.

Parts Used for Repair

Customer understands that New, Used, Reconditioned or Re-manufactured parts may be used in Warranty and Non-Warranty repairs.

Non-Return of Parts

Customer understands that all Warranty parts and any Non-warranty parts replaced under an Exchange or core basis will not be returned to Customer. Other replaced parts will be tendered to Customer. No parts will be returned for any depot repair.

Unclaimed Equipment: Security Interest

Customer grants Click IT a security interest in and to the equipment to secure the payment of the charges incurred hereunder. Any items which have not been claimed and paid within thirty (30) days of my declining repair, or Click IT's first notification that the work is complete, shall be considered abandoned by the customer. Customer authorizes Click IT to dispose of this abandoned equipment including all data and programs.

Limited Warranty:

Click IT warrants that all replacement parts used will be free from defects in material or workmanship for 90 days from date of purchase. Click IT will repair or replace, at its option, parts found to be defective during that time period. Repair and installation labor is warranted for 30 days from date of purchase and is limited to a redo of the original work. THIS LIMITED WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, OTHER THAN THE WARRANTY OF TITLE, WHETHER ORAL OR WRITIEN, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow limitations on how long an implied warranty lasts or do not allow the exclusion or limitation of incidental or consequential damages, so any such limitations or exclusions may not apply to Customer. This warranty gives Customer specific legal rights. Customer also has other rights which may vary from state to state.

Limit of Liability

In no event shall Click IT be liable for any consequential or incidental damages due to lost data/programs, defects in parts or labor. The total liability of Click IT shall in no event exceed the total sum paid to Click IT for this repair. Customer acknowledges that the estimated and actual fees reflect this limitation of liability and allocation of risk.

Complete Agreement:

The foregoing Service Terms and Conditions and the Service Check-in Form constitute the entire agreement between the parties, except that the Customer specifically authorizes Click IT to provide services that Customer may request by telephone. No amendment to or modification of this agreement will be binding unless it is in writing and signed by an authorized Click IT Manager. Customer signify his/her acceptance to the foregoing by signing the Repair Service Form when device(s) were/was dropped off, delivered, picked up or services at Customer’s facility.


Click IT HOSTING SERVICES:

 

Click IT ONLINE WEB SITE HOSTING, EMAIL AND/OR APPLICATION HOSTING (INCLUDING MICROSOFT EXCHANGE), SERVER AND DATA HOSTING (HEREUNDER REFERRED TO AS "SERVICE" OR "SERVICES") INCLUDE A MASTER SERVICE AGREEMENT . PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE USING Click IT's SERVICES. BY VIRTUE OF USING Click IT' SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS MASTER SERVICES AGREEMENT, APPENDIX A: MICROSOFT SOFTWARE USE-TERMS AND CONDITIONS AND Click IT's ACCEPTABLE USE POLICY , Click IT's SERVICE LEVEL AGREEMENT (THE "SERVICE LEVEL AGREEMENT"), Click IT's PRIVACY POLICY AND Click IT's NO-SPAM POLICY , (COLLECTIVELY, THIS "AGREEMENT").

This Master Service Agreement is by and between Click IT Connect ("Click IT"), an Ohio corporation, with offices at 16 South Main Street, Chagrin Falls, OH 44022, and the individual, corporation, partnership, association, joint-stock company, trust, un-incorporated organization, or government or political subdivision which is utilizing Click IT's web site hosting, email and/or application hosting (including Microsoft Exchange), server and/or data hosting and/or other services provided hereunder ("You"). In consideration of the mutual promises, covenants and agreements hereinafter set forth, Click IT and You agree as follows: Use hosting and/or other services provided hereunder (the "Services") only for lawful purposes. In the event that your use of the Services violates any law, rule or regulation, Click IT shall have the right to immediately terminate your services provided and any agreement between You and the Company shall be terminated, subject to written notice and fifteen (15) days opportunity to cure.

1. Provision of Services
Click IT agrees to provide the Services to You in accordance with the Company's Service Level Agreement. You hereby agree to comply with the terms and conditions of this Master Services Agreement, the Appendix A: Microsoft Software Use-Terms and Conditions (attached hereto), Click IT's Acceptable Use Policy, Privacy Policy and No-Spam Policy, each of which are incorporated by reference herein. YOU SHALL AT ALL TIMES PROVIDE AND KEEP Click IT CURRENT AND UP-TO-DATE YOUR CONTACT, CREDIT CARD (IF APPLICABLE) AND BILLING INFORMATION.

2. Term

The Agreement term is either the Initial Term or Renewal Term (each, a “Term”) as defined herein.

2a. Monthly Plan Agreement Term
For Monthly Plans, the Initial Term is defined as the period from the date of Your initial payment or execution of this Agreement, whichever occurs earlier, through the remainder of the calendar month in which this Agreement was executed. The Renewal Term for Monthly Plans is defined as one calendar month beginning at the end of the Initial Term and each subsequent calendar month thereafter.

2b. Prepaid Hosting Plan Agreement Term
For Prepaid Hosting Plans, the Initial Term is defined as the period from the date of Your initial payment or execution of this Agreement, whichever occurs earlier, through the next twelve (12) calendar months. The Renewal Term for Prepaid Hosting Plans is defined as the twelve (12) month period beginning at the end of the Initial Term and each subsequent twelve (12) month period thereafter.

2c. Automatic Renewal:
This Agreement shall renew automatically at the end of the prior Term unless terminated in accordance with this Agreement either by You or by Click IT. When a new Term begins, the then current Master Service Agreement and Service Level Agreement shall replace in their entirety the previous Master Service Agreement and Service Level Agreement. The then current Master Service Agreement and Service Level Agreement shall be considered this "Agreement". Please review the then current Master Service Agreement and Service Level Agreement from time to time so that You will be apprised of any changes, which can be found at http://www.clickitco.com/about/legal.

3. Termination by You Without Cause

3a. Prepaid Hosting Plan
For prepaid hosting plans, You may terminate Your account without cause prior to the end of the then current Term. Click IT requires that You provide the Company with a 15 day written notice to do so.

3b. Monthly Plan
For monthly plans, You may terminate this Agreement according to the structure of the plan purchased, without cause, by following the termination procedure outline in the service level agreement, prior to the beginning of any Renewal Term. If You terminate without cause a monthly plan prior to the end of the then current Term, Click IT shall not be required to refund to You fees already paid.

3c. Refunds/Fees for Termination by You Without Cause: Fees for non-recurring services and set-up fees shall not be refunded. Any fees previously waived or discounts applied may be reinstated if You terminate the account for no cause during the term or if You breach this Agreement.

4. Termination by Click IT Without Cause:
4a. Without Cause: Click IT may terminate this Agreement without cause by providing written or electronic mail notification, sent to Your Administrative email contact address, of termination within 15 days prior to the effective termination date.

4b. Monthly Plan: For monthly plans, if the effective termination date occurs prior to the end of the Agreement Term, Click IT shall refund or not charge You the monthly fees for the month in which Services terminate.

4c. Prepaid Hosting Plan: If the Company terminates a Prepaid Hosting Plan prior to the end of the then current Term without cause, a refund equal to the prepaid hosting fees attributable to the remaining month(s) PLUS the fee for the month in which the contract is terminated LESS any unpaid fees shall be issued within thirty (30) calendar days of account termination to the credit card on record at time of termination. This refund shall be Your sole remedy for Click IT's early termination of the Agreement without cause.

5. Termination for Cause

5a. By You: To terminate Your account for an Click IT's violation of the terms of this Agreement or the Service Level Agreement, You shall provide to Click IT's Legal Department in writing, bysending us a message or via certified mail, the details of Click IT's violation and allow Click IT thirty (30) days to cure any such violation prior to termination of Your account.

5b. Click IT MAY TERMINATE SERVICES TO YOU, SUBJECT TO WRITTEN NOTICE AND FIFTEEN (15) DAY OPPORTUNITY TO CURE, (TERMINATION FOR CAUSE) FOR ANY OR ALL OF THE FOLLOWING REASONS: 1) ANY MATERIAL BREACH OF THIS AGREEMENT, WHICH INCLUDES BUT IS NOT LIMITED TO FAILURE TO MAKE PAYMENT TO EITHER Click IT OR Click IT WHEN DUE, VIOLATION OF Click IT's OR Click IT's ACCEPTABLE USE OR NO SPAM POLICIES; OR ANY NON-MATERIAL BREACH OF THIS AGREEMENT WHICH REMAINS UNCURED BEYOND A REASONABLE TIME AFTER BREACH NOTIFICATION; AND FAILURE TO PROVIDE AND KEEP CURRENT ALL ADMINISTRATIVE CONTACT AND BILLING INFORMATION. 2) IN THE EVENT OF TERMINATION FOR CAUSE, Click IT SHALL NOT REFUND ANY PAID FEES. TERMINATION FOR CAUSE WILL NOT CANCEL OR WAIVE ANY FEES OWED TO Click IT PRIOR TO ACCOUNT TERMINATION.

6. Liquidated Damages: You hereby acknowledge that Click IT's damages in the event of Your termination without cause or Click IT's termination for Your breach will be difficult to ascertain. Therefore, the parties hereby agree that in the event that You terminate this Agreement without cause or Click IT terminates this Agreement for cause prior to the end of the then current Term:

6a. You shall pay liquidated damages equal to the lesser of (a) two months of the then current monthly fees, or (b) the then current monthly fees for the remainder of the Term. In the event of Click IT's termination for cause, the liquidated damages shall be in addition to whatever rights and remedies are available to Click IT at law or in equity. If You terminate a Prepaid Hosting Plan prior to the end of the then current Term without cause, a refund equal to the prepaid hosting fees attributable to the remaining the remaining months, LESS the liquidated damages, any unpaid fees, any previously waived fees and any discounts that were previously taken, shall be issued. Previously waived fees and discounts shall include but not be limited to, free months of service at signup and any promotional discounts. This refund will be issued within thirty (30) calendar days of account termination to the credit card on record at the time of termination. In the event that a refund is calculated to be less than $1.00 no refund shall be given.

6b. Fees for non-recurring services and set up fees paid in advance by You shall not be refunded. In the event that You terminate this Agreement prior to the end of the Initial Term, You shall reimburse Click IT for any fees previously waived and for discounts granted by Click IT.

7. Following Termination

TERMINATION OF YOUR ACCOUNT WILL NOT CANCEL OR WAIVE ANY FEES OWED TO Click IT PRIOR TO OR UPON TERMINATION. YOUR DATA AND ACCOUNT SETTINGS SHALL BE IRREVOCABLY DELETED IMMEDIATELY UPON TERMINATION, INCLUDING BUT NOT LIMITED TO, WEB SITE CONTENT, DATABASES, AND EMAIL MESSAGES. IT SHALL BE SOLELY YOUR RESPONSIBILITY TO SECURE ALL NECESSARY DATA FROM YOUR ACCOUNT PRIOR TO TERMINATION.

8. Fees, Billing, Taxes, Charges


8.1 Fees:
The fees set forth in the order form created at the outset of Your account shall be effective for the Initial Term and each Renewal Term of this Agreement, provided, that Click IT shall have the right to increase these fees at any time upon fifteen (15) days’ written notice to You. In the event that You do not agree with such fee increase, You shall have the right to terminate this Agreement upon ten (10) days’ written notice, provided, that such notice of termination must be received within ten (10) days of date of notice of the fee increase. In the event that You have paid for services in advance, such increase will be of no effect until the following renewal term from which You have not paid in advance.

8.2 Billing and Payment Arrangements:
Click IT will bill You on a monthly basis for all recurring and onetime fees, including but not limited to late payment fees, invoice processing fees and returned check fees. All plan or feature changes must result in a total fee that is equal to or greater than the prepaid fees remaining at the time of the change. No refunds or adjustment shall be issued for any plan downgrades or elimination of plan features.

8.3 Payment by Credit Card:
8.3a. For payment by credit card, Click IT may or may not provide an invoice to You. You may request an invoice to be sent. On or about the first day of your billing cycle, Click IT will apply the current monthly charges to Your credit card on file.

8.3b. It is Your responsibility to keep Your credit card information up-to-date. In the event charges to Your credit card fail, Click IT shall email a warning to Your account billing contacts. If, after three (3) days, Click IT is unable to bill Your credit card, Click IT will suspend Your access to the Services. During this suspension, incoming email as well as existing data will not be affected. After ten (10) days of non-payment from the date Your credit card was initially charged, Click IT shall have the right to immediately terminate this Agreement.

8.4 Payment by Check:
8.4a. In the event that You apply for and are accepted into Click IT' billing program, Click IT will issue You an invoice within the first five (5) days of each billing cycle. Each monthly invoice may include an invoice processing fee of up to $25.00 (twenty-five dollars). Payment by check must be received within ten (10) calendar days from the date of invoice. Acceptance into Click IT' billing program shall be at Click IT' sole discretion.

8.4b. Should Your check not be honored by the financial institution, a returned check fee in the amount of the lesser of $50.00 (fifty dollars) or the maximum amount allowed by law, will be assessed.

8.4c. In the event You fail to make timely payment for any reason by the tenth (10th) day from the date of invoice, for which the payment is due, Your access to the server and/or website will be immediately suspended after notice and five (5) days opportunity to cure. During such suspension, incoming email as well as existing data will not be affected. After ten (10) days of non-payment from the date payment is due, Click IT shall have the right to immediately terminate this Agreement.

8.4d. In the Event that Click IT Does Not Receive Payment by the Due Date When the Payment is Due, Click IT shall have the right to assess a late payment fee, equal to the greater of the amount of (1) interest calculated at the lesser of 18% or the maximum rate permitted by law, or (2) $25.00 (twenty-five dollars).

8.4e. In the Event of a Late or Dishonored Check, You may be required to pay via Cashier’s Check or money order. Click IT shall have the right to assess a late payment fee, equal to the greater of the amount of (1) interest calculated at the lesser of 18% or the maximum rate permitted by law, or (2) $25.00 (twenty-five dollars).

8.5 Excess Use:
You shall monitor and maintain Your accounts within all plan-specified limits and in a manner that does not disrupt the activities of other Click IT customers. In the event Your usage exceeds the limits for Your account or may disrupt the activities of other Click IT customers, You agree Click IT may, in its sole discretion, (i) charge You for such excess usage via Your credit card, or by invoice if You have been accepted into a check paying program, (ii) upgrade You to a plan or increase the limits on Your account to address this excess usage, and/or (iii) suspend or terminate Your account for cause. Usage and associated charges for excess usage shall be determined based solely upon Click IT's collected usage information. Unused monthly allotments shall not accrue or carry over from one month to any other month. Upon any upgrade or increase on the limits of Your Account, You shall be responsible for the new costs and fees.

8.6 Taxes:
You shall be liable for taxes, governmental fees and assessments to be paid related to fees and charges arising in connection with the Services delivered to You.

9. Modification of Terms
Click IT may update, amend, modify or supplement the terms and conditions of this Agreement from time to time without notice to You. You can review the most current version of this Agreement by returning to this web page.

10. Beta Products and Services
10.1 Provided "As Is": THIS SECTION APPLIES ONLY TO CUSTOMERS WITH ACCOUNTS CREATED ON EXPERIMENTAL "BETA" PLANS AND PLATFORMS. "BETA" SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS. Click IT's SERVICE LEVEL AGREEMENT SHALL NOT APPLY TO "BETA" PLANS OR PLATFORMS. NOTWITHSTANDING ANYTHING ELSE SET FORTH IN THIS AGREEMENT, Click IT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE "BETA" PLANS OR PLATFORMS NOR DOES IT MAKE ANY REPRESENTATIONS AND WARRANTIES REGARDING THE INTEGRITY OF DATA STORED ON "BETA" SERVERS. YOU ARE STRONGLY DISCOURAGED FROM USING ACCOUNTS ON "BETA" PLANS OR PLATFORMS FOR HOSTING ANY PRODUCTION APPLICATIONS OR FOR STORING SENSITIVE DATA.

10.2 Upgrades:
Click IT shall upgrade software on "beta" programs when and as Click IT deems necessary in its sole discretion. Click IT does not represent or warrant that new versions of the software installed on "beta" programs will be compatible with the currently installed version or that loss of functionality or interruption of service will not occur as a result of such upgrades.

10.3 Termination:
Click IT reserves a right to terminate any "beta" program at any time by giving You fifteen (15) days written or electronic mail notice. Click IT will convert the "beta" servers at the end of the fifteen (15) day notice period to a Click IT's Services Plan selected at Click IT's sole discretion. To discontinue the account and avoid reoccurring increased charges under selected Click IT Services Plan, You must terminate the account in accordance with the termination provisions in Section 3 of this Agreement.

11. Materials, Data, Software or Products

11.1 Server Ready:
Any material, data, software or products You provide to Click IT in connection with Click IT's services shall be Server Ready, meaning that they shall be in a condition and form, as determined solely by Click IT, which requires no additional manipulation or verification on the part of Click IT. Attempting to place or requesting placement of Non-Server-Ready material, data, software or products on Click IT's servers shall be a breach of this Agreement.

11.2 Rejection:
Click IT may, in its sole discretion, reject material, data, software or products that You have placed, attempted to place, or have requested be placed on Click IT's servers. Click IT shall notify You of its rejection and provide You with an opportunity to amend or modify such material, data, software or products to meet the requirements of Click IT.

11.3 Malicious Code:
Any material, data, software or products placed on Click IT's servers by or through You shall be free of any and all malicious code, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, computer viruses and mechanisms that may disable or negatively impact the servers.

12. LIMITED WARRANTY; LIMITATION OF DAMAGES

12.1 Click IT PROVIDES SERVICES “AS IS”. YOU EXPRESSLY AGREE THAT USE OF Click IT SERVICES IS AT YOUR SOLE RISK. Click IT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, VENDORS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU HEREBY AGREE THAT THE TERMS OF THIS AGREEMENT SHALL NOT BE ALTERED DUE TO CUSTOM OR USAGE OR DUE TO THE PARTIES’ COURSE OF DEALING OR COURSE OF PERFORMANCE UNDER THIS AGREEMENT.

12.2 NEITHER PARTY OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, VENDORS AND LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE, THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY BREACH HEREUNDER, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN ADVISED OF SUCH DAMAGES OR THEIR POSSIBILITY.

12.3 You agree that the total liability of Click IT and its subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors and Your sole remedy for any claims regarding the Services is limited to the credits set forth in the Service Level Agreement.
12.4 Click IT will exercise no control over the content of the information passing through Click IT's network except those controls expressly provided herein.

13. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights

13.1 Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to You. All right, title, and interest in any product or service provided to You is solely the property of Click IT and its vendors and licensors. These products and services are only for Your use in connection with the Services.
13.2 You hereby represent and warrant to Click IT that You have the right to use any patented, copyrighted, trademarked or proprietary material which You use, post, or otherwise transfer to or by way of Click IT servers.

14. Hardware, Equipment, and Software

You are responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access the Services. Click IT makes no representations, warranties, or assurances that Your equipment will be compatible with Click IT services.

15. Indemnification

You shall defend, indemnify, save, and hold Click IT and its subsidiaries, affiliates, officers, employees, agents, partners, vendors and licensors harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fees, asserted against them that may arise or result from Your breach of this Agreement, Your negligence or willful misconduct or any of Your services or products.

16. Miscellaneous

16.1 Governing Law; Jurisdiction; Forum; Attorneys’ Fees:
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflicts of laws or its principles. You agree, in the event any claim or suit is brought in connection with this Agreement, to the exclusive jurisdiction and venue of the courts of Cuyahoga County, Ohio. In any action to enforce this Agreement, including, without limitation, any action by Click IT for the recovery of fees due hereunder, You shall pay Click IT reasonable attorneys' fees and costs in connection with such action.

16.2 Age and Capacity:
You hereby represent and warrant that You and any person to whom You grant access to Your Click IT account have reached the age of eighteen and that You are not subject to a limitation on Your ability to enter into this Agreement.

16.3 Severability:
In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

16.4 Waiver; Modification:
No waiver of any breach of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing. No modification of this Agreement shall be effective unless it is in writing and signed by the parties, and then only to the extent set forth in such writing. We may modify or amend this Agreement, including the Service Level Agreement and the rates and fees, from time to time. Unless otherwise provided in this Agreement, all such modifications or amendments shall be effective immediately upon posting on the Website. You may request a copy of the revised Agreement by sending us a message. YOUR CONTINUED USE OF YOUR ACCOUNT AND/OR THE SERVICES AFTER THE NOTICE PERIOD WILL BE CONCLUSIVELY DEEMED TO BE ACCEPTANCE BY YOU OF ANY SUCH MODIFICATIONS OR AMENDMENTS.

16.5 No Assignment:
No benefit or duty under this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.

16.6 Force Majeure:
Except for monetary obligations, this Agreement and Your obligations hereunder shall not be affected or impaired because ClickIT is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of Force Majeure Event and ClickIT's obligations under this Agreement shall be suspended by any such Force Majeure Event. “Force Majeure Event” is defined as any cause beyond ClickIT's reasonable control or anticipation, including, without limitation, acts of war, acts of God, terrorism, earthquake, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental act, insurrections, epidemics, quarantines, inability to procure materials or transportation facilities, failure of power, restrictive governmental laws or regulations, condemnation, acts of third parties, failure of the Internet or other reason that is beyond Click IT's reasonable control.

16.7 Survival:
Certain sections of this Agreement shall survive termination.

16.8 Entire Agreement; Third Party Beneficiaries:
This Agreement constitutes the entire agreement for provision of the Services to You and supersedes all other prior agreements and understandings, both written and oral, between the You and Click IT with respect to the Services. You understand and agree that Click IT and You intend to include, as the sole third party beneficiaries of this Agreement, Click IT' software vendors, with all rights and remedies available as if such vendors were a party to this Agreement.

 

APPENDIX A . MICROSOFT SOFTWARE USE – TERMS AND CONDITIONS

This document concerns your use of Microsoft software, which includes computer software provided to you by Click IT as described below, and may include associated media, printed materials, and “online” or electronic documentation (individually or collectively “SOFTWARE PRODUCTS”). Click IT does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which Click IT needs to inform you. Your right to use the SOFTWARE PRODUCTS is subject to your agreement with Click IT, and to your understanding of, compliance with and consent to the following terms and conditions, which Click IT does not have authority to vary, alter or amend.

1. DEFINITIONS

For purposes of this Appendix, the following definitions shall apply: “Client Software” means software that allows a Device to access or utilize the services or functionality provided by the Server Software. “Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone”, or other electronic device. “Server Software” means software that provides services or functionality on a computer acting as a server. “Redistribution Software” means software described in Paragraph 4 (“Use of Redistribution Software”) below.

2. OWNERSHIP OF SOFTWARE PRODUCTS

The SOFTWARE PRODUCTS are licensed to Click IT from an affiliate of the Microsoft Corporation (“Microsoft”). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of SOFTWARE PRODUCTS or any intellectual property rights to you.

3. USE OF CLIENT SOFTWARE

You may use the Client Software installed on your Devices by Click IT only in accordance with the instructions, and only in connection with the services, provided by you by Click IT.

4. USE OF REDISTRIBUTION SOFTWARE

In connection with the services provided to you by Click IT, you may have access to certain “sample,” “redistributable” and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution Software”). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO Click IT, WHICH TERMS MUST BE PROVIDED TO YOU BY Click IT. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by Click IT.

5. COPIES

You may not make any copies of the SOFTWARE PRODUCTS; provided, however, that you may (a) make one (1) copy of Client Software on your Device as expressly authorized by Click IT; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with Click IT, upon notice from Click IT or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy any printed materials accompanying the SOFTWARE PRODUCTS.

6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY

You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that applicable law, notwithstanding this limitation expressly permits such activity.

7. NO RENTAL

You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute SOFTWARE PRODUCTS to any third party, and you may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS.

8. TERMINATION

Without prejudice to any other rights, Click IT may terminate your rights to use the SOFTWARE PRODUCTS for any reason at its descression or if you fail to comply with these terms and conditions. In the event of termination or cancellation, you must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts.

9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT.

ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY Click IT AND NOT BY MICROSOFT OR ITS AFFILIATES OR SUBSIDIARIES.

10. PRODUCT SUPPORT

Any product support for the SOFTWARE PRODUCTS is provided to you by Click IT and is not provided by Microsoft or its affiliates or subsidiaries.

11. NOT FAULT TOLERANT

THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.

12. EXPORT RESTRICTIONS

The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issue by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/ .

13. LIABILITY FOR BREACH

In addition to any liability you may have to Click IT, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.

 


Click IT Standard Server Maintenance & Monitoring Service Agreement (MSPSA)

 

Legal Clauses

1. WHOLE AGREEMENT

This agreement(“Agreement”) shall govern the managed IT services provided, as outlined in this section (“Services”) to the customer identified (“Customer”) by Click IT Corporation (“Click IT”).
Click IT Standard Server Maintenance & Monitoring Service Agreement (MSPSA)

1. Click IT Services are Typically Provided on an Hourly Basis, unless otherwise stated – The nature of the I.T. Industry is that technology is often unpredictable; and no technician can every understand all the complexities of a situation, which always has unique characteristics. Therefore, Click IT managed IT services are provided typically on a per hour basis at either our published standard hourly rate or at a rush rate, billed in 15 minute increments. If a service is to be provided based on a fixed quotation, that service price will be stated in writing up-front, in writing, and approved before any work will begin. Work approval can be provided by filling out and signing our “Technical Support Services Form”. Below are additional details:

a. Our standard rate is for work completed during our regular business hours, 9:00 AM to 5:30 PM, (Eastern Standard Time) Monday through Friday, excepting holidays. At this rate, we will respond within 48 to 64 hours if it is a service call at the Customer’s facility, or an issue which can be serviced by phone.

b. If the Customer needs faster service or is in a critical situation, we can respond within four (4) hours at our rush rate.

c. We provide this two rate structure so that we are able to immediately respond to the needs of our Customer while still accommodating our current workload. We anticipate that most work will be billed at our standard, lower rate for non-critical work.

2. Based on Information Provided - Our estimates are based often on an analysis and assessment of the equipment in question by either the equipment being delivered to us by the Customer or from a visit to the Customer’s facility by our staff; where we have collected as much information as possible during a limited length of time. This “consultation period”, by nature (where we evaluate and discuss the condition and behavior of the complex equipment in question), takes time, knowledge and expertise which may or may not be readily available at the time of this consultation. Further research may be needed which could result in a charge. During our initial analysis or visit, our certified personnel reviews the status of the Customer's current network and equipment, and reviews the desired fixes or changes before conducting any work.

3. Initial Work - Typically, based on our analysis and assessment, when providing any technical services for a customer, initial work often requires a much more concentrated effort and will take more time than eventually we will spend to maintain a Customer's computer equipment on an on-going basis. Below is an explanation of how we charge for this work:

a. Invoices are issued at the completion of any approved work, or at the end of each week for on-going work and are due upon receipt. Credit cards are accepted. Checks are preferred.

b. Our work which is completed is noted in as much detail as possible on our invoices, which will be either mailed, emailed or both -- your choice.

c. Upon receipt of an invoice, if the Customer has any questions regarding the work completed by Click IT, we ask that they contact us immediately by calling (440) 247-4998, ext. 3029, or by sending us a message, so that we can make any necessary adjustments. The grace period for challenging an invoice is 3 days after receipt. After this, it is assumed the charges are correct and they won’t be challenged.

4. Managed IT Services Provided – When asked to maintain a network or equipment on an on-going or contractual basis, depending on what's already in place at the Customer's facility, we typically work with our Customer to devise an acceptable maintenance, back-up and disaster recovery scheme. This planning is critical.

a. Typically, at the beginning of an engagement as a “Managed IT Service provider” (MSP) for a new customer, we conduct a server and equipment analysis & provide a basic tune-up.

b. We may at that time re-configure a Customer’s servers and/or network, which may or may not entail the purchase of new or used equipment. The Customer will be notified of any recommendations and will be responsible for any out-of-pocket expenses as described in the Customer’s agreement and/or contract arrived at with Click IT.

c. Any planned work to implement will always be approved by the Customer before Click IT proceeds with any work. This approval, however, can be given verbally or in writing.

d. Some work may be needed to be completed after regular business hours. Any work completed after normal business hours or on weekends are billed at a rush rate. Any rush work is described to the Customer and approved by them beforehand.

i. An emergency phone number is available to Customers in case they need to reach Click IT personnel after hours.

ii. In an emergency situation, Click IT will always do its best to respond as quickly as possible, essentially remaining “on-call” for the Customer as needed, for the duration of the emergency.

e. After an initial service at a Customer’s facility, Click IT plans to achieve making the Customer's I.T. operations run smoother and more efficiently, without unpredicted interruptions, while preventing crashes and severe issues from potentially occurring. This is a distinct advantage in hiring Click IT for on-going maintenance and service.

5. Recommendations - The most pressing issue for many Customers requiring service is their back-up and disaster-recovery procedures. Many companies unfortunately don’t have plans in place. Click IT can make recommendations on how to achieve an objective of having a fully recoverable back-up and disaster-recovery solution. Further purchase of equipment and software may be necessary. Click IT typically purchases any equipment on the client's behalf and bills them separately, with pre-approval.

a. Critical Items - In most instances, before Click IT begin any work, critical items need to be addressed urgently, or else unforeseen interruptions may occur at the Customer's operations. If anticipated, Click IT can address I.T. issues quickly, working with the participation of the Customer, making quick decisions in purchasing equipment and/or software. On-going maintenance typically can begin as soon as the Customer approves it, but until recommendations are implemented, there may still be interruptions.

6. Customer Approval - Click IT will make recommendations to Customers for any upgrades or improvements to the overall functionality of their computer(s), network, and I.T. infrastructure. If our recommendations in hardware and software upgrades are approved by the Customer, Click IT will take the responsibility to see that the hardware and/or software is properly installed, as planned. If any of our recommendations are not approved by the Customer, the Customer should indicate that they did not approve our recommendations. This indication can come either verbally or in writing.

7. Maintaining & Monitoring Client's Systems & Providing On-Call Remote Technical Support – When responsible for a Customer’s computer(s), network and/or systems, once Click IT has completed any initial concentrated effort to improve a Customer's I.T. infrastructure, an estimated amount of time and work may be needed per month for maintaining and monitoring the Customer's equipment. Click IT can be made available for technical on-going Phone Support for personnel in the field or at the Customer’s office. On-call services and a Help Desk is available and may or may not be included in a service plan, or monthly expense.

a. Any on-going contracted service work will be billed monthly at the anticipated number of hours at either our standard rate or rush rate. The Customer is obligated by to pay Click IT for the length of a service contract as noted on the final agreement.

b. The amount provided on a “Service Contract Agreement” is a “retainer”, which guarantees that work will be completed and Click IT will have the qualified staff necessary to complete it.

c. Click IT billing cycle for maintenance and monitoring begins starting at the end of any initial recommended work is completed.

d. If the anticipated hours budgeted during any month are exceeded, then this exceeded amount will be billed separately at the end of that month.

e. All Click IT bills are noted properly as to which employee did the work and the amount of time spent.

f. Maintenance may include testing and installation of server or computer software upgrades and patches.

g. At any time, work may require the direct participation of the Customer in helping our staff as necessary, knowing what the implications are on a per-install basis.

h. Nothing will be done without the Customer's prior approval and knowledge, when necessary. This approval can be given verbally or in writing.

i. Major upgrades, patches or installations most likely will not interrupt the Customer's standard operations. Most often this work will be completed after hours or during preannounced down-time, with the Customer's approval.

j. Maintenance may require that Click IT personnel have access to the Customer's facility which will be prearranged with the client prior to our visit.

k. Ultimately, the responsibility of the equipment remains with the Customer. However, our experience, guidance and expertise will most likely prevent issues from re-occurring.

8. Off-site Services – In an on-going service plan, monitoring can be done offsite at our facility where Click IT personnel are logged into the Customer's servers through the Internet using a VPN (virtual PRIVATE network). The Customer may or may not be aware of monitoring at any one time. Click IT will have full access, and the Customer provides full-permission to do so.

9. Help-Desk Services - A Help-Desk can be readily made available for a Customer, their associates and employees as outlined in the contract between Click IT and Customer. If a Help-Desk is included, then the following is noted:

a. Click IT will be available for remote, call-in technical support for the Customer's employees, in the office or out in the field, from 8:30 AM until 5:00 PM Eastern Standard Time, Monday through Friday, except holidays.

b. Those who the Customer authorizes can reach our technical support help-desk by calling (800) 368-7416 or (216) 916-0196, extension 3.

c. For emergency technical support, a number will be supplied, however calls after hours may be billed extra at our rush rate, in 15 minute increments.

d. The amount of stated hours per month of reserved technical support time is noted on the monthly invoices, if this service is included.


Work Orders are subject to Click IT Terms and Conditions of Sale, which are provided at www.clickitco.com/about/billingpolicies. Customer is responsibility for staying abreast of any changes or updates by visiting this page. Changes and updates are made with or without notice.

 


THIS SERVICE LEVEL AGREEMENT (SLA) DEFINES GUARANTEED SERVICE LEVELS PROVIDED TO YOU BY Click IT.

 

I. Technical Support

Click IT Corp. (Company) will set up and configuring your account at an additional charge. Once your account is set up and operating, at its discretion, Company can provide extra assistance or support for web applications, scripts, or components, either from third parties, those provide by us or those developed by you. Call (440) 247-4998 or contact us for more information.

E-mail Technical Support

Email hours for business accounts: 24 hours, 7 days per week, 365 days of the year. Email Address: support@ClickITco.com.

Phone Technical Support

Phone Hours: 8:30 AM to 5 PM Eastern Standard time, Monday through Friday, excluding U.S. national holidays.

Phone Number: 440-247-4998, ext. 3029 for receptionist.

Upon contacting support you will be required to provide your account username and a full description of the problem including error messages, screenshots, and other troubleshooting information as requested by technical support personnel. The Company's response time to technical support issues depends on the level of purchased support service, the complexity of the inquiry and support requests volume. The Technical Support Department assigns the highest priority to customer inquiries related to the servers' unavailability. These issues are addressed first upon notification from a customer. Time to respond guarantee does not apply to any inquiries that require extensive research and testing.

II. Billing and Other Account Related Inquiries

For billing inquiries, contact Billing Department. Hours: 9:00 AM to 4:30 PM Eastern Standard time, Monday through Friday, excluding U.S. national holidays Phone: 440-247-4998, ext. 3029, or send us a message. Please note: Company must receive notice of billing disputes within sixty days of the date your credit card was charged for services. Sales. For sales inquiries, contact Sales Department. Hours: 8:30 AM to 5 PM Eastern Standard time, Monday through Friday, excluding U.S. national holidays Phone: 440-247-4998 Email: office@ClickITco.com.

III. Escalation

If you have unresolved concerns with Company's service or technical support issues, please contact the Customer Support Manager by sending us a message. The initial response should arrive within one business day. As issues may be complex or require extensive investigation, resolution cannot be guaranteed within any certain time period.

IV. Control Panel and Server Management

The Company's Web Hosting services do not include installation of any third-party software beyond the standard configuration outlined in your plan's description. Requests for modification to the standard configuration will be considered on a case-by-case basis. Approval of such modifications will be at the Company's sole discretion and will be based upon maintaining functionality, usability, security, and stability in the shared server environment.

V. Scheduled Maintenance

To ensure optimal performance of the servers, the Company will perform routine maintenance on the servers on a regular basis, sometimes requiring servers to be removed from service. The Company reserves one hour of server unavailability per month for maintenance purposes. This server unavailability will be excluded from the uptime calculations. The maintenance is typically performed during off-peak hours. The Company will provide You with advanced notice of maintenance whenever possible, but is not obligated to do so.

VI. Emergency Maintenance

Under certain circumstances the Company may need to perform emergency maintenance, such as security patch installation or hardware replacement under Hardware Replacement Guarantee. The company will not be able to provide You with advanced notice in case of emergency maintenance. This server unavailability due to emergency maintenance will be excluded from the uptime calculations. Hardware Replacement Guarantee: Company will use industry standard practices to determine whether server hardware is functioning properly and will replace non-functioning hardware with similarly functioning hardware. For hosted services, the company will replacement hardware as necessary within four hours from the time the problem is identified. In the case where this time is exceeded, the excess downtime is counted against Server Availability guarantee.

VII. Network Availability

The Company guarantees at least 98.6% Network Availability. Network Availability is defined as the ability to pass incoming and outgoing TCP/IP traffic through the Company's network from/to IP transit provider (Internet backbone). Servers unavailability resulting from loss of Network Availability is excluded from servers availability calculations if the Network Availability loss is caused by any factor(s) beyond the Company's control, including but not limited to such factors as IP transit provider (backbone) or end user's portion of the network (commonly known as "last mile") failure, denial of service or similar attacks directed at the Company's servers or the Company's network.

VIII. Network Availability Monitoring

To verify the Application Server Availability, the Company will probe router port to which the server is connected every two minutes, with a 10-second failure threshold. If the probe is not successful, the port is considered non-operational and NOC personnel on duty are automatically notified. If two or more consecutive port probes fail, network downtime will be registered as the number of minutes between the first and the last failed tests. Downtime of less than five minutes in duration is not recorded. The Company will calculate server uptime and refund eligibility amounts based on this type of server monitoring.

IX. Servers Availability

Company's primary commitment is to provide outstanding web hosting service to all customers. To support this commitment, Company observes the following schedule of remedies for any failure to meet the express guarantees in this Service Level Agreement.

X. WEB SERVER AVAILABILITY

The Company guarantees at least 98.6% Web Server Availability. Web Server Availability is defined as the ability to retrieve the HTTP headers from the hosting server, calculated on a monthly basis. The Company will not monitor availability of individual web sites but only monitors the server availability as a whole. Denial of service attacks or other types of attacks directed toward Company's network of servers resulting in or contributing to downtime will not be included in Web Server Availability calculations.

XI. Web Server Availability Monitoring

To verify the Web Server Availability, the Company will probe HTTP service to retrieve HTTP headers on the server every five minutes, with a 30-second failure threshold. If the probe is not successful, the server is considered non-operational and is automatically restarted. If restarting the server does not solve the problem, it is immediately escalated to technical support and the system administrators. If two or more consecutive server probes fail, server downtime will be registered as the number of minutes between the first and the last failed tests. Downtime of less than five minutes in duration is not recorded. The Company will calculate server uptime and refund eligibility amounts based on this type of server monitoring.

Any and all guarantees provided by Click IT do not cover availability of specific applications or server products (such as ColdFusion or ASP.NET applications) deployed on Web Server. Performance of such applications largely depends on the quality of code comprising such applications which is beyond of Company's control.

XII. SQL (DATABASE) SERVER AVAILABILITY

The Company guarantees at least 98.6% SQL (database) Server Availability. SQL Server Availability is defined as the ability to receive a response from SQL server on port 1433, calculated on a monthly basis. The Company will not monitor availability of individual SQL databases but only monitors the server availability as a whole. Denial of service attacks or other types of attacks directed toward Company's network of servers resulting in or contributing to downtime will not be included in SQL Server Availability calculations.

XIII. SQL Server Availability Monitoring

To verify the SQL Server Availability, the Company will open connections to SQL server on port 1433 every five minutes, with a 30-second failure threshold. If the probe is not successful, the server is considered non-operational and is automatically rebooted. If rebooting the server does not solve the problem, it is immediately escalated to technical support and the system administrators. If two or more consecutive server probes fail, server downtime will be registered as the number of minutes between the first and the last failed tests. Downtime of less than five minutes in duration is not recorded. The Company will calculate server uptime and refund eligibility amounts based on this type of server monitoring.

XIV. MAIL SERVER AVAILABILITY

The Company guarantees at least 98.6% Mail Server Availability. Mail Server Availability is defined as the ability to retrieve the SMTP and POP headers from the mail server, calculated on a monthly basis. The Company will not monitor availability of individual mail accounts or mailboxes but only monitors the server availability as a whole. Denial of service attacks, mail bombing, and other flooding techniques directed toward Company's mail servers resulting in or contributing to downtime will not be included in Mail Server Availability calculations. The outgoing email protocol used on the mail server (SMTP) is a "store-and-forward" type of protocol that does not guarantee immediate delivery of email messages. If the mail server's first email delivery attempt fails, it will re-attempt delivery according to a predefined schedule. If the message fails to be sent for 24 to 72 hours, the messages will be returned to the sender.

XV. Mail Server Availability Monitoring

To verify that the server is available, the Company will probe SMTP and POP services (retrieve SMTP and POP headers) every five minutes with a 30-second threshold. If either service does not respond, the service is considered non-operational and is automatically restarted. If rebooting the server does not solve the problem, it is immediately escalated to technical support and the system administrators. If two or more consecutive SMTP or POP tests fail, server downtime will be registered as the number of minutes between the first and the last failed tests. Downtime of less than five minutes in duration will not be recorded. The Company will calculate Mail Server Availability and refund eligibility amounts based on this type of server monitoring.

XVI. Penalty for Non-Compliance - Refunds NETWORK AND SERVERS AVAILABILITY

If network or server availability for the full month is below the guaranteed level, the Company will issue a refund to You according to the schedule below. Server availability Amount of the refund as a percentage of monthly fee 98.6% to server guarantee level 5% of monthly fee credited 98.0% to 98.6% 10% of monthly fee credited 95.0% to 97.9% 15% of monthly fee credited 90.0% to 94.9% 25% of monthly fee credited 89.9% or below 2.5% credited for every 1% of lost availability up to the maximum total penalty limit To receive a refund for downtime, you must (a) be in good financial standing with the Company, and (b) send an email or written refund request to the Billing Department in the month immediately following the month for which You are seeking a refund. Refund requests must include your account username and the dates and times of server unavailability. The Billing Department will compare information provided by You to the server availability monitoring data the Company maintains. A refund is issued if the Company can confirm from the monitoring data the server availability warranting the refund.

XVII. TOTAL PENALTY LIMITS

The total refund to You for any account may not exceed 50% of the monthly fees charged to that account during the month for which the refund is to be issued, unless the amount to be refunded is less than $1.00 in which case the refund amount will be $1.00. Only one refund and refund level is available in any given month.

XVIII. Server Software

Company will exercise industry standard practices to ensure that all pre-installed software is correctly configured. In case there is more than one way to configure the software, Company will choose the configuration it determines, in its sole discretion, to be the most appropriate. Company will install security patches, updates, and service packs as soon as practical. Software updates may change system behavior and functionality and as such may negatively affect your applications. Company cannot foresee nor can it be responsible for service disruption or changes in functionality or performance due to implementation of software patches and upgrades. If such disruption or changes occur, Company will provide its best efforts to remedy the situation as soon as possible after being notified of the problem by You. Company may be required by its software licensors to upgrade to the latest versions of the software. Licensor-required upgrades will be performed free of charge and upon reasonable notice to You. Software upgrades on Company's servers will occur at Company's discretion upon reasonable notice to You. Company is not responsible for problems that may arise from incompatibilities between new versions of the software and your content, regardless of whether it was a requested, required or discretionary upgrade. Nevertheless, Company will provide its best efforts to help You to find a workaround. Log processing (web reporting) software is provided on an "as is" basis. Company will not be held responsible for bugs in the software or for interpreting the reports generated by the software. Company, in its sole discretion, can upgrade the software to newer versions or replace it with different software upon providing a reasonable notice to You. Company cannot foresee nor will it be responsible for any incompatibility of newer versions and other software You may choose use in conjunction with the log processing software.

XIX. Storage Capacity; Data Transfer; Server Resources

Each account is allotted storage capacity and data transfer amounts on Company's servers according to the plan and options selected by You. This storage size and data transfer allotments can be increased for an additional charge up to the maximum amount allowed for each plan or service. The servers may stop accepting, processing, or delivering data when the purchased limit is reached thus causing server unavailability or data loss. Company shall not be held responsible for such unavailability or data losses. Your Web and FTP servers are configured to log all requests to the log files. The normal retention period is one month. The log files are stored in shared server space and not counted towards account's allotted storage capacity. The maximum size of stored log files is limited 1 Gigabyte. When this limit is exceeded, the oldest log files are deleted to bring the usage within allowed limit. Shared servers resources are shared among all accounts hosted on the same server. Company configures servers in such a way so the accounts are separated from each other to the maximum possible degree. However, due to its nature, shared resources accessibility level cannot be guaranteed.

XX. Ownership of Data

All data created by You and/or stored by You within Company's applications and servers are considered by Company to be your property and is for your exclusive use unless access is permitted by You. Company shall allow access to such data by authorized Company personnel and shall provide access in compliance with Company's Privacy Policy. Company makes no claim of ownership of any web server content, email content, or any other type of data contained within the account holder's server space and applications on Company's servers, unless Company has a good faith belief that such content or data is owned by Company, its agents, affiliates or vendors.

XXI. Data Integrity

Company employs sophisticated RAID techniques to ensure the integrity of the data on its servers; the data is written to two disks simultaneously to prevent data loss in the event of hardware failure. Company performs routine server backups for disaster recovery purposes only. Server backup scope and scheduling is at Company's sole discretion. COMPANY SHALL NOT PERFORM BACK UP OR RESTORE THE DATA UPON YOUR REQUEST UNLESS SUCH BACK UP IS PROVIDED AS A SERVICE UNDER YOUR PURCHASED PLAN.

XXII. Data Retention

COMPANY SHALL NOT BE RESPONSIBLE FOR RETAINING ANY OF YOUR DATA AFTER ACCOUNT TERMINATION. ALL DATA IS DELETED FROM THE SERVERS AFTER THE ACCOUNT IS TERMINATED AND FROM BACK-UPS DURING SCHEDULED BACK-UP ROTATION. COMPANY SHALL NOT RESTORE, PROVIDE ON ANY STORAGE MEDIA OR SEND OUT ANY DATA PERTAINING TO EXISTING OR TERMINATED ACCOUNTS.

XXIII. Customer Responsibilities

To access Company services You must provide at the very minimum: an Internet connection with sufficient bandwidth and quality to allow trouble-free browsing and data uploading and downloading; a fully functional Internet browser; a fully functional POP/SMTP e-mail program (client) or Microsoft Outlook for MAPI connections to Exchange server; tools to develop and publish content as You find suitable and necessary; tools to access database servers if such services are purchased by You.

XXIV. Privacy Statement

Company values the privacy of its customers. Please refer to Company's Privacy Policy at Privacy Policy for further information.

 

 


Microsoft Exchange Hosting:

Government or political subdivision which is utilizing Click IT' exchange hosting and/or other services provided hereunder (“You"). In consideration of the mutual promises, covenants and agreements hereinafter set forth, Click IT and You agree as follows:

1. Lawful Use of the Services:

You agree to use Click IT' exchange hosting and/or other services provided hereunder (the “Services”) only for lawful purposes. In the event that Your use of the Services violates any law, rule or regulation, Click IT shall have the right to immediately terminate this Agreement.

2. Provision of Services:

Click IT agrees to provide the Services to You in accordance with the Service Level Agreement. You hereby agree to comply with the terms and conditions of this Master Services Agreement, the Appendixes

A: Microsoft Software Use-Terms and Conditions and
B: Research in Motion Use-Terms and Conditions (attached hereto), Click IT' Acceptable Use Policy, Privacy Policy and No-Spam Policy, each of which are incorporated by reference herein:

YOU SHALL AT ALL TIMES PROVIDE AND KEEP CURRENT AND UP TO DATE YOUR CONTACT, CREDIT CARD, IF APPLICABLE, AND BILLING INFORMATION BY CALLING THE COMPANY OR BY LOGGING INTO YOUR Click IT ACCOUNT AND UPDATING THIS INFORMATION.

3. Term and Termination:

3.1 Term:
The Agreement term is either the Initial Term or Renewal Term (each, a “Term”) as defined herein.

3.1a TERMINATION:
Without prejudice to any other rights, Click IT may terminate your rights to use the Microsoft Software for any reason at its descression or if you fail to comply with these terms and conditions. In the event of termination or cancellation, you must stop using and/or accessing the Microsoft Software, and destroy all copies of the Microsoft Software and all of its component parts.

3.1b. Monthly Plan Agreement Term:
For Monthly Plans, the Initial Term is defined as the period from the date of Your initial payment or execution of this Agreement, whichever occurs earlier, through the remainder of the calendar month in which this Agreement was executed. The Renewal Term for Monthly Plans is defined as one calendar month beginning at the end of the Initial Term and each subsequent calendar month thereafter.

3.1c. Contract Plan Agreement Term:
For Contract Plans, the Initial Term is defined as the period from the date of Your initial payment or execution of this Agreement, whichever occurs earlier, through end of that month through the next six (6) calendar months (for example, a contract that begins 4/14 will continue until 10/31), unless the parties have agreed in writing to a longer contract term. The Renewal Term for Contract Plans is defined as the six month period beginning at the end of the Initial Term and each subsequent six-month period thereafter.

3.1d. Automatic Renewal:
This Agreement shall renew automatically at the end of the prior Term unless terminated in accordance with this Agreement either by You or by Click IT. When a new Term begins, the then current Master Service Agreement and Service Level Agreement shall replace in their entirety the previous Master Service Agreement and Service Level Agreement. The then current Master Service Agreement and Service Level Agreement shall be considered this “Agreement”. Please review the then current Master Service Agreement and Service Level Agreement from time to time so that You will be apprised of any changes by visiting this page.

No-spam Policy: Governs e-mail and newsgroup activities.

Privacy Statement: States Click IT's policy governing the collection, storage, and use of information gathered through this Website. To view, click Privacy Policy .

DMCA (Digital Millennium Copyright Act) Policy: If you have a good faith belief that material on a system or network controlled or operated by Click IT is infringing upon your copyright, please refer to this policy.