Single Point Global Product-specific Attachment for Managed Device Support Services

[Version: 1.4]

The following additional terms and conditions are applicable to Sales Orders for Single Point Global’ s Managed Device Support Services:

DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the General Terms and Conditions (“General Terms and Conditions”).

Authorized Contact: “Authorized Contact” is a representative authorized by Customer to request service changes using procedure outlined herein.

Code Word: “Code Word” refers to a secure password known only to Customer point of contacts and representatives of Single Point Global.

Device: “Device” refers to the Customer router, firewall, server or switch receiving “Service”.

Managed Change: “Managed Change” refers to a change to Device configuration performed by Single Point Global.

Operating System: “Operating System” refers to the base software running on Customer Device.

For the purposes of this PSA, “Services” means Managed Device Support Services.

ARTICLE 1. SERVICES

Services Description

This attachment shall apply to the Managed Device Support Services. Managed Device Support Services are an end-to-end offering for management of Customer Network and Server Device(s).

A further description of these Services is set forth in Schedule A-1 hereto which is incorporated herein by reference.

ARTICLE 2. SERVICE DELIVERY

2.1      General. It is Customer’s responsibility to ensure that Single Point Global is able to access the Device. This includes but is not limited to port filtering, firewalling, Ethernet switches, Ethernet cabling, hardware configuration, and operating systems.

2.2      Onboarding. Single Point Global will contact Customer and coordinate the remote onboarding and configuration of any necessary software or devices for the Services. Single Point Global will assist Customer as necessary in the installation and configuration of such software or hardware. If onboarding is unable to be completed remotely, Single Point Global will offer onsite Professional Services defined in Article 7 for assistance at an hourly rate located on the Sales Order.

2.3      Services Upgrades & Modifications. Single Point Global may use other methods to provide Customer with equivalent Services. Single Point Global reserves the right to replace Customer Services with equivalent or upgraded Services at any time during the term. Single Point Global will make an effort to coordinate any such Services change with the Customer prior to such change. If Single Point Global is unable to coordinate an acceptable time for a Services change with the Customer Single Point Global reserves the right to make such a Services change during a Scheduled Maintenance window.

ARTICLE 3. SERVICE COMMENCEMENT DATE

The Service Commencement Date shall be defined as the date(s) on which Single Point Global first makes the Service available for use by Customer.   Following payment of all Fees due under the applicable Sales Order, Single Point Global shall notify Customer when the Service is available for use (“Availability Notification”).  Charges for the Service shall begin to accrue as of the Service Commencement Date.

ARTICLE 4. TERMINATION CHARGES

4.1       Term. The charges set forth or referenced in each Sales Order have been extended to Customer in reliance on the Service Term set forth therein.

4.2       Termination Charges for Services. In the event Customer terminates Service following the execution of a Sales Order but prior to the end of the applicable Service Term, Customer shall pay 100% of the remaining Service Term. Termination Charges shall be paid in 30 days of invoice date and payable upon cancellation or termination and shall be in addition to any and all accrued and unpaid charges for the Service rendered by Single Point Global through the date of cancellation or termination.

4.3      Exclusions. Termination Charges shall not apply to Service terminated by Customer as a result of Single Point Global’ s material and uncured breach in accordance with Article 5.3 of the General Terms and Conditions. If, in any single calendar month, Single Point Global violates three (3) SLA’s or violates five (5) SLAs in a three-month period, then, Customer may terminate the applicable Service for cause and without termination fee by notifying Single Point Global within five (5) days following the end of such calendar month. Termination will be effective thirty (30) days after receipt of such notice by Single Point Global.

4.4      Credits. In the event that Customer is entitled to multiple credits arising from the same event, whether under this SLA or any other SLAs, Customer shall be entitled to receive only the maximum single credit available for such event. A credit shall be applied only to the month in which the incident took place and will appear on the invoice for the month following. Customer shall not be eligible to receive any credits for periods during which Customer received any Service(s) free of charge.

ARTICLE 5. CUSTOMER RESPONSIBILITIES

Customer will be required to maintain complex passwords for its user accounts where applicable. Single Point Global is not responsible for unexpected use of Services whether by ex-employees, compromised user passwords or any other misuse of Customer accounts, including all costs incurred by such unexpected use of Service, unless caused by the gross negligence or willful misconduct of Single Point Global.

Single Point Global controls the version of hardware and software running on its infrastructure and does not guarantee that it is compatible with any version changes made by the Customer on their network, server, OS or application infrastructure. It is the Customer’s responsibility to ensure that any version changes planned on their infrastructure are compatible with Single Point Global equipment and software. Single Point Global can make available a testing schedule to test interoperability (Professional Services charges may apply). Single Point Global retains the right to change the version of software and hardware of its infrastructure and will provide Customer a notification of this change no less than sixty (60) days in advance.

Customer shall be fully responsible for providing to Single Point Global at Customer’s own expense and in a timely manner the following:

• Cooperative testing of all Customer-provided hardware, software, and services for compatibility with Service(s);
• Designating an Authorized Contact(s) to be the point of contact to interface with Single Point Global Technical Support; and
• Vendor support contract, contact information or any other such service required to access patches, support information, manuals, or other information related to Customer Operating System and applications.

ARTICLE 6. SERVICES CONDITIONS

Customer acknowledges that in the event of a support issue, Customer is responsible for on-site cooperative testing with Single Point Global to assist in the diagnosis of the trouble or engage in Professional Services described in Article 7 for onsite support.

Customer acknowledges that certain activities, including the following, are excluded from this PSA and may subject the Customer to additional fees beyond the scope of this Service.

• Any major change in network or physical infrastructure.
• Any protocol level changes network wide (switching from OSPF to BGP for example).
• Site to Site VPN setup with 3^rd Parties.
• End User VPN setup on a firewall when one wasn’t present at the time of Sales Order execution.
• Activities related to any lawsuit, legal inquiry, e-discovery or other unforeseen request.
• Any third-party vendor attempt, successful or otherwise, to fix issues on Device.
• Physical re-location of Device.
• Engineering/Architect Design

Customer agrees to be bound to current terms of Single Point Global Acceptable Use Policy. Current Acceptable Use Policy can be found here: http://www.singlepointglobal.com/legal

ARTICLE 7: PROFESSIONAL SERVICES

Sales Orders that do not including a professional services or onsite request rate are billed at a default hourly rate of three hundred dollars $300.00 per person rounded up to the nearest hour. Actual travel time will start from Single Point Global’ s office to Customer site.

ARTICLE 8. SERVICE LEVEL AGREEMENT

The service level agreement applicable to the Services is set forth in Schedule A-2 hereto.

SCHEDULE A-1
SERVICE DESCRIPTIONS, TECHNICAL SPECIFICATIONS AND PERFORMANCE STANDARDS FOR MANAGED DEVICE SUPPORT SERVICES

Services will be made available via one or more of the following levels:

Common Features

The following features are available in all Device Management packages.

(a) Remote Support. This feature is intended to support standard functionality of the Services. Telephone and Email support is available is available 24 hours a day, 7 days a week. Supported operations under this PSA include:

• IP changes
• Modification to existing routing protocols
• ACL/Firewall modifications
• Account administration
• End User VPN Administration
• Log review
• VLAN additions, removals, or re-configurations
• Device troubleshooting
• User/Group/Object adds, removes, or re-configurations

(b) Monitoring. Device status and up/down monitoring is performed on Customer Device. Up/down status is determined based on ICMP polling which is performed every one (1) minutes. Each up/down test is performed by sending two ICMP packets to the Customer’s Device(s).

If any ICMP packet is returned to the monitoring server in less than two (2) seconds the Customer Device is considered to be up and the network path is considered to be fully available. No alert will be sent.

If neither ICMP packet is returned to the monitoring server then Customer Device will be considered down. An alert will be sent to Single Point Global and/or to an email contact defined by the Customer.

This feature requires ICMP access to the Customer Device. Customer is responsible for working with Single Point Global to ensure that Customer Device responds to ICMP packets.

This feature includes a single up/down test. Additional tests may be available at additional cost.

(c) Server and Network Usage Reporting. Device utilization reports are made available to Customer in the form of a graph. This network utilization graph will be updated based on SNMP polling of the Ethernet switch port directly attached to the Customer Device.

Customer graphs will be updated every five (5) minutes and each value will be an average reflecting the previous five (5) minutes.

This feature requires SNMP read-only access to the remotely manageable switch(es) to which the Customer Device is directly attached. Single Point Global shall be responsible for providing and maintaining the Device configuration required to support this feature.

(d) Operating System Patching. This feature includes the scheduled application of vendor recommended patches to the base Operating System on an “as-needed” basis. Supported Vendors are Microsoft, Juniper, Cisco, SonicWall, Palo Alto, HP, Dell, SilverPeak, Citrix, VMware, Aruba, Cato and additional devices listed on the Sales Order.

If patches are classified urgent by vendor due to a security risk; or if Customer requests that a patch be classified urgent then Single Point Global will perform an emergency patch during next scheduled Emergency Maintenance window.

Single Point Global will not apply third party patches to Operating System or patches to applications unless otherwise stated on the Sales Order.

If patching is performed during previously agreed upon custom patching schedule and if Customer has agreed upon reboots after patching, then Single Point Global shall reboot Device without any further notification to Customer. If patching performed outside of a Scheduled Maintenance window requires a reboot of Customer Device, then Single Point Global will make a reasonable effort to contact Customer. If Customer cannot be reached after such reasonable effort, then Single Point Global reserves the right to reboot Customer Device without further notification.

Any outage caused by application of operating system patches performed as part of this feature shall not be grounds for any SLA credit. Customer agrees to not hold Single Point Global responsible for any unanticipated side effects or issues caused by this feature.

Single Point Global will use reasonable efforts for checking the status of the Device utilizing the features of this service. Customer is ultimately responsible for checking status the applications running on Device after such patches are applied. Upon discovery by Customer of any abnormality, Single Point Global will provide assistance in backing out any such patches.

(e) Network Configuration Backups. This feature includes backup of basic network Device configurations whenever a Managed Change to the configuration is made. This feature is only for network devices and does not include server backup technology for servers, storage attached network, or network attached storage.

This feature does not include backup of configuration changes made by a party other than Single Point Global.

(f) Maintenance Notification and Scheduled Maintenance

Customer is responsible for maintaining and updating Authorized Contact list with Single Point Global. Single Point Global will not be held responsible for maintenance notifications missed due to out-of-date Authorized Contact information. Maintenance window for disruptive work to Services will be scheduled with the Customer during onboarding. Single Point Global will send an e-mail notification of such disruptive maintenance to Services to Authorized Contacts of Customer. Once notification is sent to Customer this will be considered a “Scheduled Maintenance”. Any Services SLAs will NOT apply during a Scheduled Maintenance.

(g) Emergency Maintenance

Single Point Global reserves the right to perform emergency Services maintenance as needed outside the Scheduled Maintenance window, in which case Single Point Global will make a reasonable effort to notify the Customer if feasible under the circumstances. Any such maintenance will be considered an “Emergency Maintenance”. All Services SLAs will apply during Emergency Maintenance.

SCHEDULE A-2
SERVICE LEVEL AGREEMENT

Services Level Agreements (or SLAs) define availability, performance and other requirements of Services provisioning and delivery. Remedies for Single Point Global not meeting the requirements are also defined. Customer must at all times cooperate with Single Point Global in testing, determining and verifying that a qualifying Services outage has occurred.

SLA Credit Request Process and Limitations

In order to receive any of the SLA credits (specified herein) for Service, an Authorized Contact must notify Single Point Global within 30 days of an occurrence within the Single Point Global Service(s) that results in the inability of the Customer to access Services (“Services Outage”). A Services Outage does not include an outage that occurs during Scheduled Maintenance.

Single Point Global will investigate the reported outage and assign a Trouble Ticket number. Once Single Point Global determines that the substantiated Services Outage that could qualify Customer for the SLA credit occurred (“Trouble Ticket”), then Customer may request a Services Credit within 30 days after the event asking for an SLA credit escalation within the Trouble Ticket.

Service Level Credit

Service Level Credit for each Response failure shall equal the total monthly charge of the Customer Device multiplied by twenty-five percent (25%).

In no event shall the total amount of credit issued to Customer’s account on a per-month basis exceed 50% of the total monthly recurring charge (“MRC”) associated with the impacted portion of the Service set forth in the Sales Order. Service interruptions will not be aggregated for purposes of determining credit allowances. Customer will not be entitled to any additional credits for Service Interruptions. Single Point Global shall not be liable for any Liability caused by force majeure events, Planned Service Interruptions or Customer actions, omission or equipment.

SLA Exclusions

SLAs do not apply and Single Point Global is not responsible for failure to meet an SLA resulting from:

• Misconduct of Customer.
• Failure or deficient performance of power, Single Point Global Equipment, Services or systems not provided by Single Point Global.
• Delay caused or requested by Customer.
• Services interruptions, deficiencies, degradations or delays due to any access lines, cabling or equipment provided by third parties.
• Services interruptions, deficiencies, degradations or delays during any period in which Single Point Global or its representatives are not afforded access to the premises where access lines associated with Services are terminated or Single Point Global Single Point Global Equipment is located.
• Services interruptions, deficiencies, degradations or delays during any period when a Services Component is removed from Services for maintenance, replacement, or rearrangement purposes or for the implementation of a Customer order.
• Force Majeure as described in the General Terms and Conditions.
• Services interruptions, deficiencies, degradations or delays during any period when a Services Component is removed from Services for maintenance, replacement, or rearrangement purposes by Customer staff.
• Services interruptions, deficiencies, degradations or delays in Services caused by any piece of equipment, configuration, routing event or technology not under the management and control of Single Point Global.
• Failure to adhere to Single Point Global recommended configurations on unmanaged equipment.
• Failure to provide suitable secure environment for on premise devices including but not limited to: secure mounting/racking, appropriate cooling and air handling, secure from theft, loose wires bundled neatly.

In addition, Services SLAs do not apply:

• If Customer is entitled to other available credits, compensation or remedies under the Agreement for the same Services interruption, deficiency, degradation or delay.
• For Services interruptions, deficiencies, degradations or delays not reported by Customer to Single Point Global.
• Where Customer reports an SLA failure without proof and Single Point Global does not find any SLA failure.
• If Customer has over 30 day past due balance on any billing or service with Single Point Global.
• After date of Services contract termination.

Response and Restoration Standards

Single Point Global has the following response and restoration objectives:

Customer shall bear any expense incurred, e.g., dispatch/labor costs, where a Service Interruption is found to be the fault of Customer, its end users, agents, representatives or third-party suppliers.

SLA Failure

Failure to meet the SLA set forth above shall be deemed an “SLA Failure” and a breach of this Agreement if such SLA Failures become chronic as described in Section 4.3.  In the event of a SLA Failure, Customer shall be entitled to outage credits as set forth below.  The SLA shall not apply to:

1. A) planned outages as defined above,
2. B) acts or omissions of Customer, its authorized agents or users or Customer third parties,
3. C) force Majeure Events as described GENERAL TERMS AND CONDITIONS, or,
4. D) scheduled or unscheduled outages on Client’s network, its equipment, or application outages