TERMS

By clicking “I agree” when prompted, signing, or ordering, purchasing, accepting, reselling or using Techevolution labor, products or facilitated services, you acknowledge you have read this proposal and the associated Master Service Agreement, Data Use Policy, And Acceptable Use Policy, understand it, and agree to the terms.

If you accept on behalf of a business or legal entity, you represent and warrant you have the authority to bind that legal entity to this agreement.

1. FEES

a. Fees are defined in the Order, Quote, or Scope of Work (“SOW”).. There are one-off Services and Labor for Emergencies. Projects are defined by a written Scope of Work. Emergencies, Retainers, and Blocks of Hours may not have a defined Scope of Work.

b. Authorization. Client authorizes Techevolution to charge Client for all fees owed to Techevolution using the payment method client has on file with Techevolution. Client must keep all billing account information current to ensure correct and timely payments of amount due.

c. Block Of Hours. A block of hours is due when the Order is placed. Blocks hours are due upon invoicing and are considered prepaid labor without a defined Scope of Work, typically for ad-hoc work. Blocks of Hours will automatically renew and complete a new order when the Block of Time expires. Client authorizes a new block of hours when no more time is available in the existing Block of Hours unless Client puts in writing that the Block of Hours is nonrenewable in the Order. Blocks of Hours do not have a guarantee on availability to perform work.

d. Changes in Fees. The amount of the Products and Facilitated Services may change by adding users, devices, or adding additional services, Circumvention Fees, Delayed Payment Fees, Direct Hire Fees, Licensing Fees, Late Payment Fees. Offboarding Fees, Onboarding Fees, Reactivation Fees, changes to Scope of Work, and delays caused by the Client and Third Parties.

e. Circumvention Fee. If Client hires, engages, pays, or contracts directly with a Facilitated Services Vendor or otherwise circumvents Techevolution, then it will immediately pay a Facilitated Services Vendor Circumvention Fee. This fee is the full value of the services for the entirety of the services agreement that the Client engages the Third-Party. This fee shall be paid by wire transfer on a prepaid basis and in full. Client agrees to share with Techevolution all accounting records necessary to facilitate the validation of the fee. Client also agrees to bear all litigation or arbitration costs if Techevolution must litigate or arbitrate with the Facilitated Services Vendor. Any increases in the cost of the contract during the duration of the contract with Facilitated Services Vendor shall become immediately due and paid by wire transfer for the remaining portion of the contract. If a new contract is signed with Facilitated Services Vendor, then that contract will likewise be treated the same under this Agreement and a new Circumvention Fee will be immediately paid. Use of any related companies, organizations, or staff to client are used to engage, hire, pay or contract with Facilitated Services Vendor or otherwise circumvent Techevolution is considered a circumvention and is also subject to the Circumvention Fee.

f. Collection Fees. All amounts payable by you will be made without setoff or counterclaim, and without any deduction or withholding. Any payments more than thirty days overdue are considered late, and we may charge interest at the rate of 2.0% per month (or the highest rate permitted by law) on late payments. If we are unable to collect any amount owed, we may take any other steps deemed necessary to collect Fees, and you will be responsible for all our incurred costs such as collection expenses, court costs, arbitration fees, and attorneys’ fees. Furthermore, in the event of non-payment, following notice of such non-payment, we may suspend or terminate access to any Techevolution Products and Content as well as the right to continue to purchase new Products until payment is made in full.

g. Credit Card Surcharge Fee. Client authorizes Techevolution to charge a credit card surcharge of 3% for payments made by credit card.

h. Delayed Payment Fee. If payments are delayed by more than 4 calendar days then a Delayed Payment Fee, on the open invoice and/or balance, of 5% (or the highest rate permitted by law) or $50 is due, whichever is larger.

i. Monthly Service Fees. Monthly Service Fees are billed in advance and due on the first calendar day of each month.

j. Offboarding Fee. Client authorizes Techevolution to charge an offboarding fee equivalent to two months of managed services should Client terminate services. However, Client will remain obligated to pay for any Facilitated Services through the length of the agreed upon service term found in the Order or Scope of Work. Final documentation will not be turned over until the offboarding fee has been paid and there is no outstanding balance on Client account.

k. Onboarding Fee. Client authorizes Techevolution to charge an onboarding fee at Techevolution’s current rates.

l. Payment Methods. All payments shall be by credit card. Government entities may pay by check. A surcharge of $35 per check may be charged for any payments made by check.

m. Project Fees. Project Fees are due as per the Order or Scope of Work

n. Reactivation Fee. A reactivation fee may be charged which is equal to the amount of the then current Monthly Fee as a reactivation fee.

o. Returned Payment Fee. Client authorizes Techevolution to charge a Returned Payment fee of 5% of the payment (or the highest rate permitted by law) or $50 is due, whichever is larger. Payment must be made to bring Client current immediately.

p. Right to Change Fees. Techevolution reserves the right to change the rate at any time. Client can cancel the individual service if the rate for the entire individual Facilitated Service does not change by more than 15% in one calendar year.

q. Setup Fee. If Client provides Techevolution with hardware and wants said hardware entered into the managed services contract then Techevolution has the right to charge a Setup Fee, at Techevolution’s sole discretion, with pricing determined by Techevolution.

r. Time and Material. Time and Material (“T&M”) is a post billed labor and materials agreement and are due upon invoicing. There may not be an order placed by Client for the work as this is typically emergency labor or for when a good estimate of time cannot be made based on the work type or information provided.

s. Unpaid Balances. For balances unpaid after 30 days then any or all Labor, Products, and/or Facilitated, may be suspended. Data may be deleted after 60 days of nonpayment. Confidential information, including information necessary to move to a new service provider or to internal staff may be withheld for nonpayment.

t. A deposit needs to be received within 24 hours for the quoted product pricing to be valid.

2. TERM OF AGREEMENT

a. The term of this Agreement is twenty-four months and automatically renews after the twenty-four month period.

b. “Out Clause”. A sixty day Out clause for the agreement is available that will start 60 days prior to the conclusion of MSA. Labor only will be cancellable and all Facilitated Services are due through the remaining days of the contract. This allows for sufficient time to offboard the Client. Payment for any remaining Facilitated Services is still due until those agreements are concluded.

c. Termination of MSA. By default, the terms, and conditions of the MSA remain in effect until all subsequent Orders, Service Agreements, and Scopes of Work have been concluded.

3. NONCIRCUMVENTION

a. Non-Solicitation of Staff. Client agrees not to solicit, induce, employ, or contract Techevolution staff or former staff for a period of one year after the termination of their Agreement with Techevolution.

b. Direct Hire Fee. If Client hires a Techevolution staff member it shall pay a Direct Hire Fee at the time of hiring or engagement with that staff member. The Direct Hire Fee is the greater of a) the one-year base salary of the staff member at the time of separation with Techevolution or b) the expected total compensation upon hiring by Client, plus the replacement recruiting fee charged by Techevolution’s outside recruitment company at the time of the employment by Client.

c. Non-Circumvention of Facilitated Vendors. Client agrees not to solicit, induce, employ, or contract directly with any Facilitated Services vendors used at any time during this Master Services Agreement. If Facilitated Vendor contacts Client to solicit or engage in a sales process then Client shall immediately notify Techevolution in writing via email at MSA-Legal@Techevolution.com and notify Facilitated Services Vendor that Client is unable to buy Services directly from Facilitated Services Vendor and to contact Techevolution directly. If Client signs an agreement with Facilitated Services Vendor, then a copy of that agreement and all accounting records is due to Techevolution upon request.

4. CLIENT COVENANTS AND OBLIGATIONS

a. Client Obligations. Client has obligations to Techevolution to assist in delivery of Services. Client must provide adequate and timely access to facilities, staff, third-parties, systems, equipment, software, licensing and provide a suitable work environment for Techevolution staff and third parties delivering Facilitated Services.

b. Remote Access. Client is responsible for providing remote access to Techevolution to Covered Equipment and Systems. Client must maintain an environment suitable for the equipment including cooling, electrical, surge protection, and network access.

c. Proper Licensing. Client agrees to maintain proper licensing on all devices, software, services, and systems in use. Client will not use software not supported by the manufacturer. Client agrees to maintain warranties and maintenance agreements with response times that provide response and repair times that meet the business continuity requirements of the Client.

d. Obsolete Equipment. Techevolution may designate equipment obsolete when the equipment reached End of Life, End of Sale, or End of Support by the manufacturer.

e. Hold Harmless. Client agrees to hold Techevolution harmless for any damages caused by the use of unsupported hardware, software, licenses, or systems, or Facilitated Services.

f. Security Features. Techevolution may implement security features, but it is ultimately up to the Client to ensure security of the systems. Client agrees that firewalls, encryption both on data at rest and in transit, and security software shall be installed. Logging shall be put in place as well as backups of the end user devices, servers, network equipment configurations, and cloud data.

g. Proper Security Training. Client agrees that Client Staff will be properly trained in security awareness and that Client Staff and third-parties shall not circumvent security features and systems. Client also agrees to maintain the physical security of the systems and information, especially with regard to any Governmental, Regulatory, and Compliance (“GRC”) requirements, legal requirements, and insurance requirements. Third-Parties shall have appropriate access granted by Techevolution and all users and systems, including both Client and Third-Party systems, will have Role Based Access Controls (“RBAC”) enforced.

h. Unauthorized Access. Techevolution is not responsible for any unauthorized access to the Client’s systems. If Third-Party services are included, then Techevolution will Facilitate their services and make all commercially reasonable efforts to implement those services. Client agrees that no security system can guarantee complete protection. Client agrees to hold Techevolution harmless from loss, injury, or damage to the Client caused by Malicious activity or System Failure.

i. Backups. Techevolution may Facilitate Backup and Recovery, and Business Continuity from Third Parties. It is the Client’s responsibility to verify the backups are regularly made and can be restored. Techevolution is not liable for any data loss due to a backup failure or restoration issues.

j. Criminal Activity. Client responsible or liable for any criminal activity by hackers, phishers, threat actors, nation state actors, inside threats or third parties. If any ransomware payment is to be made it is the responsibility of Client to make the payment and hold Techevolution harmless for any activity affecting security or operations.

k. Endpoint Protection. Client agrees to ensure proper endpoint protection including antivirus, threat detection and response, and all similar services are in place, updated and properly licensed. Techevolution is not responsible for harm caused by viruses, malware, or threat actors. Client agrees to pay any fees associated with the services or rebuilding of systems due to malicious activity.

l. Password Management. Techevolution may facilitate password management services to the client by third parties. Client is responsible for the proper use of the password management system. Client will not keep passwords anywhere outside of the password management system. Client holds Techevolution harmless for any loss or damage due to unauthorized access, non-use, or misuse of the password management system.

m. Maintenance Windows. Client agrees to allow regular and emergency maintenance windows as required to implement proper system maintenance. Some highly rated CVEs must be patched immediately and will cause business interruption.

n. Business Associate Agreements for Personal Health Information Within the United States. If Client is a Covered Entity or Business Associate as defined under the United States Health Insurance Portability and Accountability Act (HIPAA), and if you intend to transfer Content to Techevolution or Facilitated Services vendors that constitutes personal health information under HIPAA, you agree to request that the Covered Entity or Business Associate enter into Techevolution’s standard Business Associate Agreement with respect to such Content.

o. Contact Information. During the Term of this Agreement, you must maintain current and accurate contact information within all Portal Accounts for purposes of facilitating communications and notices to you, including those related to billing, security, maintenance, and updates. You are required to register and set up each Product account and Service Subscription, as applicable, in accordance with the Product Specifications. If a Product is not properly registered in a current paid Service Subscription, we have no obligation to allow access to or use of the Product, or to provide any related Facilitated Service. You agree that from time to time, Techevolution may send you product-related communications addressed to the contact which you have provided.

p. Training. You agree to participate in any training programs as may be required by us from time to time to maintain your status as a Techevolution customer. Our training provides instruction on the general use and functionality of the Products but is not the same, and you should not rely on it, as advice in specific technical support situations. You acknowledge and agree that we will not be liable for any statements or omissions made during training or contained in training materials.

q. Technical Support. You agree that Techevolution is only responsible for providing technical support to those people or entities that purchase directly from Techevolution, and only where a Product is in effect and the applicable Fees have been paid. You agree to cooperate in good faith to implement our suggestions and solutions, and assist us in maintenance and troubleshooting issues, with respect to support of the Products, Labor, and Facilitated Services. We may rely on the instructions and authorizations given to us by any of your personnel with access to a Product, and we will have no obligation to inform any other of your personnel of the same. You have the right to restrict technical support or services to any of your users or likewise appoint a Point of Contact through which technical support may be granted for End Users or third parties.

5. DISPUTE RESOLUTION. This Agreement and all associated contracts with Techevolution will be governed by and construed and enforced under the laws of the Commonwealth of Massachusetts (but not including Massachusetts conflicts of law rules). The Parties will try to resolve any dispute arising out of or relating to this Agreement through friendly negotiations between the Parties (at least three times). If that fails, then the dispute will be submitted to mediation under any statutory rules of mediation in Massachusetts. The Parties agree that they may go directly to small claims court if the subject matter and the amount in controversy are proper for that venue. Any Party that brings an action under this Agreement and succeeds may recover their fees and costs

6. ASSIGNMENT You may not assign this Agreement, Quote or any rights or obligations, without our express written consent. Techevolution may transfer its rights in event of acquisition.

7. INDEMNITY. The Parties agree to indemnify each other and hold each other harmless from any actual liabilities, claims, expenses, losses, or damages, which may arise in connection with the execution of the work specified and which are caused by the negligent act or omission of the indemnifying Party.