TERM OF THE AGREEMENT -This Agreement between Client, and Scout Networks, hereinafter referred to as Service Provider, effective upon the date signed, shall remain in force for a period of 24 months. If the number of users increase or decrease the client agrees to pro-rated charge or credit. The Service Agreement automatically renews for a subsequent 12 Month term beginning on the day immediately following the end of the Initial Term, unless either party gives the other (30) days prior written notice of its intent not to renew.

This Agreement may be terminated by the Client upon (60) days written notice if the Service Provider: (A) Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice, (B) Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice, (C) Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.

Either party may terminate without cause, upon sixty (60) days written notice to the other party, to terminate this Agreement.

If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider the actual costs of rendering such assistance.

It is understood that any services requested by the client that fall outside of the terms of this Agreement will be considered Projects to be quoted and billed separately.

TAXES -It is understood that any Federal, State, or Local Taxes applicable shall be added to each invoice for materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.

COVERAGE - Based on Service Level chosen by Client, Scout will provide Help Desk staff based within our offices 5 days a week until all open service requests are closed. Remote Help Desk and management of Client’s IT network will be provided to the Client by Service Provider through remote means between the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays. Network Monitoring Services will be provided 24/7/365. All services qualifying under these conditions, as well as services that fall outside this scope will fall under the provisions of this agreement. Hardware costs, parts, consumables of any kind are not covered under the terms of this Agreement. Service Level Priority for all Service Ticket requests are set by Client upon creation, whether through contact by phone, email at service@scoutnetworks.net or through the Client Portal at https://scoutnetworks.net/ticketing Any emergency requests for service outside of normal Help Desk operational hours will be billed separately.

SUPPORT & ESCALATION - Service Provider will respond to Client’s Service Tickets under the provisions with best effort after hours or on holidays. Service Tickets may be opened by Client’s designated IT contact person by phone or email to our Help Desk at service@scoutnetworks.net. Each call will be assigned a Service Ticket number for tracking.

SERVICE OUTSIDE NORMAL WORKING HOURS - Emergency services performed outside of the hours of 8:00 am –5:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions as outlined above.

SERVICE CALLS WHERE NO TROUBLE IS FOUND - If Client requests onsite service and no problem is found or cannot be reproduced, and Scout incurs charges from a third party, Client shall be billed at the current applicable rates.

ADDITIONAL MAINTENANCE SERVICES

Hardware/System Support - Service Provider shall provide support of all hardware and systems specified provided that such hardware is covered under a currently active Vendor Support Contract; or replaceable parts are readily available, and all software is genuine, currently licensed, and vendor-supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should third party vendor support charges be incurred to resolve any issues, these will be passed on to the Client upon receiving the Client’s authorization to incur them.

Virus Recovery for Current, Licensed Antivirus Protected Systems - Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is covered under the terms of this Agreement. This Service is limited to those systems protected with a currently licensed, Vendor-supported Antivirus solution.Monitoring Services - Service Provider will provide ongoing monitoring and security services for all critical devices. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the condition in a timely manner through remote means.

SUITABILITY OF EXISTING ENVIRONMENT

MINIMUM STANDARDS REQUIRED FOR SERVICES - For Client’s existing environment to qualify for Service Provider’s Managed Services, the following requirements must be met:

All Servers with Microsoft Windows Operating Systems must be running Windows 2012 Server or later and have all the latest Microsoft Service Packs and Critical Updates installed.

All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 10 PRO or later, must have a “business class” operating system and have all the latest Microsoft Service Packs and critical updates installed.

All server and desktop software must be genuine, licensed, and vendor supported.

The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the internet.

All wireless data traffic in the environment must be facilitated through the local WAN only.

Costs required to bring Client’s environment up to these minimum standards are not included in this Agreement. Should these minimum standards not be present upon execution of this agreement, Client agrees to implement minimum standards within 90 days of the execution of this agreement and hereby understands all support in the interim is best effort.

EXCLUDED SERVICES - Service rendered under this Agreement does not include:
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a. Parts, equipment, or software not covered by vendor/manufacturer warranty or support.
b. The cost of any parts, equipment, or shipping charges of any kind.
c. The cost of any software, licensing, or software renewal or upgrade fees of any kind.
d. The cost of any third-party vendor or manufacturer support or incident fees of any kind.
e. The cost to bring Client’s environment up to minimum standards required for services.
f. Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
g. Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider, including alterations, software installations, or modifications of equipment made by Client’s employees or anyone other than Service Provider.
h. Maintenance of applications software packages, whether acquired from Service Provider or any other source unless as specified in Appendix B.

MICROSOFT OFFICE 365 PRODUCTS & SUBSCRIPTION TERMS

Subscription Types and Billing Options The Subscriptions are available in one of the following subscription commitment terms (“Subscription Term”). Each Subscription Term allows you to lock in the price of your Subscription as available: a) Monthly Commitment for Subscriptions billed monthly, you will be charged monthly in advance based on the quantity of Services that you purchase. b) Annual (12 month) Commitment You may choose to pay for an annual Subscription, monthly, or annually in full upfront. For Subscriptions billed annually, you will be charged annually in advance based on the quantity of the Subscriptions that you purchase. If you choose to be billed monthly for your annual commitment, you will be charged monthly in advance based on the quantity of the Subscriptions that you purchase.

Auto Renewal a) You will be automatically opted into auto renewal upon subscribing to your Subscriptions based on the Subscription Term you have purchased. b) You must opt-out of auto renewal no later than five (5) days before your auto renewal date of each Subscription. You may opt out by contacting your Scout Networks account manager for assistance.

Subscription Changes The following applies to Monthly and Annual Commitments: a) You may increase the number of licenses for the Subscriptions at any time. Your fee for the additional licenses will be prorated to the next billing period and will be included on the next month’s invoice. Please contact your Scout Networks account manager for assistance. b) You may reduce licenses within 7 days (168hrs) of your initial order or the renewal date (“Reduction Period”). You will receive a full refund for any license reductions made within the Reduction Period. License reductions made after the Reduction Period will not be honored until the next Subscription Term renewal. c) You may either reduce licenses within the Reduction Period on your own via self-service upon purchase or renewal, or you may contact your Scout Networks account manager for assistance. Please be advised that you must contact your Scout account manager no later than five (5) days before your auto-renewal date for the change to be effective. 5. Cancellations a) You may terminate Subscriptions within 7 days (168hrs) of your Subscription order, both from the initial order date or the renewal date (”Cancellation Period”). There can be no cancellations after the Cancellation Period. When cancelling within the Cancellation Period, you will receive a full refund for the Subscriptions terminated within Cancellation Period. Your cancellation will be rejected if your cancellation request is made after the Cancellation Period. Therefore, (i) Each order will have its own Cancellation Period. (ii) Each Subscription renewal will have its own Cancellation Period. b) You may either cancel within the Cancellation Period on your own via self-service upon purchase or renewal, or you may contact your Scout account manager for assistance. c) In addition to the Cancellation period, for existing Subscriptions, you may also cancel no later than five (5) days before your auto-renewal date for the cancellation to be effective. Please contact your Scout account manager for cancellation before the autorenewal.

CONFIDENTIALITY - Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services and will protect against unauthorized use.

MISCELLANEOUS - This Agreement shall be governed by the laws of the State of Kentucky. It constitutes the entire Agreement between Client and Service Provider for monitoring/maintenance/service of all equipment listed in the attached. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client. Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.

ACCEPTANCE OF SERVICE AGREEMENT - This Service Agreement covers only those services and equipment listed in this agreement and attached current inventory list provided. Service Provider must deem acceptable any equipment/services requested by Client to be added to this Agreement after the effective date. The addition of equipment/services not listed in attached at the signing of this Agreement, if acceptable to Service Provider, shall result in an adjustment to the Client’s monthly charges.