SUBNET CONSULTING, INC.
Helpdesk Support and Service Agreement
TERMS AND CONDITIONS FOR DELIVERY OF SERVICE

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Terms and conditions

Support Terms and Conditions

These terms and conditions shall govern each Computer Support and Maintenance Agreement (“Agreement”) entered into by Subnet Consulting, Inc. and are hereby incorporated by reference into each Agreement.
 
Services
Subnet Consulting, Inc. (''Subnet'') hereby agrees to provide to the Customer whose name appears on the attached Agreement the following services:
• Provide support for Customer website and other Internet based applications, including basic proactive maintenance services as deemed necessary by Subnet staff
• Standard support services delivered by the following methods:
o Dial-up computer support via remote access software
o E-mail responses to customer inquiries
o Phone-in voice support
o On site support

All Helpdesk Services are invoiced at the beginning of each month.  Services are provided in time units.  Time units are allocated as set forth below.

Support Time Unit Allocation
Services provided shall be charged to Customer’s account on the following basis:
• From 8 AM to 5 PM (Eastern Standard Time) Monday through Friday: 1 hour of Service = 1 time unit
• From 5 PM to 7 AM Monday through Friday and Friday 5 PM through 7 AM Monday: 1 hour of Service = 1.5 time units
• On Holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day: 1 hour of service = 1.5 support units.
• Monthly support contracts allow support tickets through web server to be submitted at any time.
• Phone support is only available for emergency scenarios such as server down, website down, mail cannot be accessed.

All billing will be in increments of one-half of one time unit.  A minimum of one-half of one time unit will be invoiced for each phone support call, and a minimum of one-half of one time unit will be invoiced for each on-site support call. Calls or other support requests outside of terms and conditions will be billed separately outside of support contract terms.

Support Services
Service included in this contract are limited to:
Textual changes to content on website not requiring modification of code or functionality.
Graphic adding or swapping when customer supplies required graphics to be changed.
Server software maintenance, service pack updates, software updates.

Customer’s Responsibilities
The Customer certifies to Subnet that any software supplied has been duly licensed and all fees thereon have been paid. Customer agrees to indemnify and hold Subnet, its successors and assigns from any and all claims of whatever nature or any violation of any software license agreement used by or supplied by Customer to Subnet.

Charges and Payments
Customer agrees to pay the invoiced charges by the due date. Any invoice not paid within ten (10) days of its due date shall be subject to a late charge of 1.5% percent per month until paid together with reasonable attorney fees and costs of collection.  If Customer fails or refuses to pay such invoice within said 10 days or has a balance past due for other services provided to Customer, then Subnet shall have no further obligations under this Agreement until all charges shall have been paid together with any applicable late fees. All payments made towards hosting or projects in active stages of development are non refundable.

The Customer agrees to pay amounts equal to any taxes resulting from this Agreement and any activities hereunder, exclusive of taxes based on Subnet’s net income.  Charges for any hardware or software added to this Agreement will be at the then current rate.  All charges are considered valid unless disputed in writing with ten (10) days of the billing date. Adjustments will not be made for charges that are over 10 days old. Delinquent accounts may be suspended or cancelled at Subnet's sole discretion; however charges will continue to accrue.

Confidentiality
Subnet acknowledges that Customer's records and data are confidential to Customer, and Subnet shall treat the same in confidence and not disclose the records outside of Subnet.  Subnet shall limit access to such records and data to only those Subnet employees who have a need to know in order to perform the Services, and shall return such records and data to Customer upon any expiration, termination or cancellation of this Agreement, or any request therefore by Customer, whichever occurs earlier.

Limitation of Liability
Subnet’s liability to the Customer for damages from any cause whatsoever and regardless of the form of action, whether in contract or in tort, including, negligence, shall not exceed the charges paid or payable by Customer for Services performed.  No action (whether in contract or tort, including negligence) arising out of the performance of Subnet under this Agreement may be brought by customer more than one (1) months after the cause of the action has arisen.

Customer acknowledges that it is responsible for backing up and preserving the data on its system.  In no event will Subnet be liable for any lost data, lost profits or any other special, indirect, or consequential damages even if Subnet has been advised of or should have known of the possibility of such damages, or for any claim against the Customer by any other party.  The Customer agrees to indemnify and defend Subnet for any claims by third parties that are occasioned by or arising from Subnet’s performances pursuant to instructions of the Customer.

All services, systems, and products provided by Subnet under this Agreement are provided “as-is” without warranty of any kind.  Subnet does not assure uninterrupted operation of the website and Subnet is not responsible for failure to render services due to causes beyond its control.

Non-Solicitation Agreement
Customer recognizes and acknowledges that Subnet has invested time and effort in the development of its professional staff.  Accordingly, during the term of this Agreement and for a period of one year after Subnet last provided service to Customer, Customer agrees not to hire, solicit, or attempt to solicit, whether directly or indirectly, the services of any employee, consultant, or subcontractor of Subnet without the prior written consent of IPC.  Violation of this provision shall, in addition to other relief, require the Customer to compensate Subnet with 150 percent of the solicited person’s annual compensation.

General
It is understood and agreed that all agreements previously made between the parties are merged into this Agreement, and that this Agreement alone fully and completely expresses their agreement.  This Agreement may be modified only by a written amendment duly signed by the authorized representative of both parties.  Variance from the terms and conditions of this Agreement in any Customer order or other written notification shall be of no effect.  Without the prior written consent of Subnet, the customer may not assign this Agreement. Any attempt by Customer to assign any of the rights or obligations of this Agreement without such consent shall be void.

If either party defaults in its obligations under this Agreement, and the default continues for thirty (30) days after written notice thereof by the other party, this Agreement may be terminated by the other party without prejudice to any other remedy.  If either party on any occasion fails to perform any term of this Agreement, and the other party does not enforce that term, the failure to enforce on that occasion will not prevent enforcement on any other occasion.

The provisions of this Agreement are intended to be interpreted and construed in a manner that makes such provisions valid, legal, and enforceable. In the event that any provision of this Agreement is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render such provision valid, legal and enforceable. If such provision cannot under any circumstances be so modified or restricted, it shall be excised from this Agreement without affecting the validity, legality, or enforceability of any of the remaining provisions hereof.
 
Jurisdiction and Venue
This Agreement shall be construed, interpreted and enforced according to the statutes, rules of law and court decisions of the State of Indiana without regard to conflict of law provisions.  Subnet and Customer hereby submit to the jurisdiction of, and waive any venue objections against, the State of Indiana and the federal courts of the United States located in Indiana in respect of all actions arising out of or in connection with the interpretation or enforcement of this Agreement, and Subnet and Customer each consent to the personal jurisdiction of such courts for such purposes.