zbrella Inc.
STANDARD TERMS AND CONDITIONS
BUSINESS TECHNOLOGY SERVICES
BY AND BETWEEN
zbrella Inc.
AND
(“CUSTOMER”)
A Company Guide to Agreement Contracts
The following are the Terms and Conditions pursuant to which zbrella shall provide, or arrange for the provisions of, support and maintenance services to CUSTOMER. Capitalized terms used in this Agreement shall have the meaning assigned to them in Appendix A unless the context requires otherwise. Supported software and hardware are referenced in Appendix B.
1. Maintenance Service
Maintenance Service
1.1. zbrella agrees to provide, or causes to be provided, to CUSTOMER, Maintenance Service during the Service Period specified on the Sales Order and attached Appendices to keep the Covered Component(s) in, or restore the Covered Component(s) to, good working order. Maintenance Service may be provided by Remote Service or Proactive Service on Covered Component(s).
1.2. The Maintenance Service obligations described herein extend only to the hardware and software Covered Component(s) listed in Sales Order and located at the CUSTOMER’s site(s).
1.3. Priority Response Time during normal business hours will be within four (4) hours of the service request. zbrella will achieve this service level with a minimum 80% success rate. If a zbrella representative is not able to resolve the issue with the initial phone call, it will be escalated to the on-call engineer. The on-call engineer will have one (1) hour to respond to the issue. If the issue is still not resolved within 30 additional minutes, then it will be escalated to a Technical Services Supervisor.
1.4. Twenty-four (24) hour support will be provided only if CUSTOMER has selected the corresponding service level selection in Sales Order.
1.5. In the event any Covered Component is found to contain upgrades or non-standard manufacturer’s components or add-ons, and such upgraded components or add-ons were not previously identified by CUSTOMER on the Sales Order, the cost of repairs, adjustments or parts required to restore such Covered Component(s) to good operating condition will be charged to CUSTOMER at zbrella’s then-current, Time and Material Rates. zbrella shall have the right to adjust the Service Charges for such Covered Component(s) for the remaining term of this Agreement.
1.6. The zbrella then-current, Time and Material Rates shall apply to services which: (1) are beyond the scope of Maintenance Services, (2) are beyond the Service Period specified on the Sales Order, unless 24×7 support has been purchased by CUSTOMER, any service(s) outside of the Service Period (Monday – Friday, excluding New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day following Thanksgiving, Christmas Day – and if any of the above holidays fall on a weekend, the following week day will be considered a holiday and outside service period) or outside of the Service Hours (8:30 a.m. – 5 p.m. EST), (3) are performed on equipment not covered hereunder, (4) represent remedial or repair services to Covered Component(s) as a result of, for example, the following: damage caused by water, wind, lightning, accident, vandalism or burglary; neglect or misuse; alterations and deviations from the manufacturer’s design; acts of non-zbrella independent contractors or representatives; transportation or relocation of Covered Component(s); the failure of non-covered components if adversely affecting and connected to Covered Component(s), (5) relate to installation of any form of engineering change, enhancement model conversion or other requested non-covered service, (6) relate to installation of any new workstation or other equipment, or (6) are due to operator error.
1.7. In the event of additional equipment needs outside the scope of the original solution, only equipment either purchased from or previously approved in writing by zbrella shall be supported. Service provided in support of equipment not meeting one of the two previous requirements shall result in the application of zbrella’s then-current, Time and Material Rates.
1.8. In the event a manufacturer of any Covered Component(s) or software chooses not to support its product, zbrella reserves the right to replace the equipment with like equipment that is supported by its manufacturer.
2. Responsibilities of CUSTOMER
Responsibilities of CUSTOMER
2.1. The labor for any CUSTOMER request for Maintenance Service on items not listed as Covered Component(s) on the Sales Order will be charged against Pre-Paid Service Hours. If CUSTOMER does not have Pre-Paid Service Hours available, the labor and parts will be billed at zbrella’s then-current, Time and Material Rates. Parts for any CUSTOMER request for Maintenance Service on items not listed as Covered Component(s) on the Sales Order will be billed at zbrella’s then-current, Time and Material Rates.
2.2. New equipment may be added to this Agreement and included as an addendum to the Sales Order upon the written approval of zbrella. Contract price will be adjusted accordingly and the new rate will become effective as of the next billing cycle.
2.3 CUSTOMER shall promptly notify zbrella of any Covered Component(s) failure and a CUSTOMER authorized employee shall be presented to approve any Maintenance Service.
2.4 CUSTOMER shall allow zbrella, or its independent contractors, access to Covered Component(s) and shall notify zbrella and its independent contractors of any potential safety or health hazards that may exist at the site, as well as any recommended safety procedures to be followed while at the site.
2.5 CUSTOMER shall maintain CUSTOMER site conditions within the environmental rage of all system devices and media as specified by manufacturer of Covered Component(s).
2.6 CUSTOMER is responsible for all related user replaceable, expendable or consumable items.
2.7 CUSTOMER agrees to notify zbrella of any service issues before or at the beginning of each scheduled or unscheduled visit. CUSTOMER shall report to zbrella all error messages and codes as well as other pertinent details leading up to the malfunction being reported. This information will be used to assist the technician with diagnostics.
2.8 CUSTOMER shall pay for service in advance. Zbrella has the right to refuse service and/or cancel this Agreement if not paid in accordance with this Agreement.
2.9 CUSTOMER will designate a single person as a “primary contact” to deal with zbrella’s Business Help Desk in placing service calls and working with zbrella. An alternate contact can be designated in the event the primary contact is unavailable.
2.10 CUSTOMER will make every effort to include zbrella technicians or representatives in CUSTOMER’s IT planning and decision-making meetings. If this is not possible, CUSTOMER will inform zbrella technicians or representatives of plans and decisions regarding IT issues.
2.11. Although CUSTOMER’s data backup systems may be listed as a Covered Component and listed in the Sales Order, CUSTOMER agrees to only perform backup verification to ensure that data restoration is possible from the data backup systems, if specified on the Sales Order. Nevertheless, CUSTOMER agrees and understands that CUSTOMER is ultimately responsible for ensuring that data backups are being maintained.
2.12. CUSTOMER shall, at its own expense, maintain at all times during the term of this Agreement, replacement cost insurance coverage concerning any Covered Component(s). Coverage must include damage caused by negligence on behalf of CUSTOMER’s employees or agents, accidents, acts of God and natural disasters. Should Covered Component(s) become damaged for any reason specified and CUSTOMER fails to carry adequate insurance coverage, CUSTOMER agrees to reimburse zbrella for costs associated with replacement of Covered Component(s).
2.13. CUSTOMER shall, at its own expense replace any system, hardware, software that is identified by zbrella in writing as non Enterprise-Class or not Best Practice. If replacement of non-Enterprise-Class systems or implementation of Best Practices is refused, the CUSTOMER will be required to sign a Opt-Out form acknowledging the risk identified by zbrella, releasing zbrella of any harm, identifying those components as not covered in the Agreement and thus subject to additional charges to the CUSTOMER at zbrella’s then-current, Time-and-Material Rates.
3. Responsibilities of zbrella
Responsibilities of zbrella
3.1. zbrella agrees to quickly notify CUSTOMER of any issues discovered during Maintenance Service or otherwise which may be outside the scope of Maintenance Service, but that require attention by the CUSTOMER.
3.2. Service requests can be placed by calling zbrella’s Business Help Desk at 718.355-9155, toll free at 800-750-4296 or via email to support@zbrella.com . If a zbrella Business Help Desk representative is not immediately available when CUSTOMER places a call for services, zbrella will use its best efforts to respond by telephone to such service requests within four (4) hours. If it is not a critical issue, an email may be sent to support@zbrella.com and a Business Help Desk representative will respond during normal business hours within four (4) hours.
4. Exclusions
Exclusions
4.1. Unless 24×7 support has been purchased by CUSTOMER as referenced in Section 1.4, any service(s) outside of the Service Period (Monday – Friday, excluding holidays of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day following Thanksgiving, Christmas Day – and if any of the above holidays fall on a weekend, the following week day will be considered a holiday and outside service period) or outside of the Service Hours (8:30 a.m. – 5 p.m. EST) will be billed at zbrella’s then-current, Time and Material rates.
4.2. Services which are required due to improper treatment or use of Covered Component(s).
4.3. Services which, in zbrella’s opinion, are required due to unauthorized attempts to install, repair, maintain or modify any Covered Component(s) or related software or peripherals, whether by CUSTOMER or by a third party.
4.4. Maintenance Service does not include (1) operating supplies, accessories or materials for paint or refinishing any Covered Component(s); (2) electrical work external to the Covered component(s); (3) maintenance of accessories, alterations, attachments, upgrades or other devices; or (4) services related to any relocation of Covered Component(s) unless specifically stated herein.
4.5. zbrella shall not be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of any services due, directly or indirectly, to acts of God, civil or military catastrophes, transportation delays, inability to obtain materials or parts from suppliers, or any other cause beyond zbrella’s reasonable control.
4.6. zbrella is not responsible for a successful “willful act” attack on CUSTOMER of any kind, whether internal or external. This Agreement specifically does not cover the cost of any repairs or recovery efforts due to such an attack. This includes, but is not limited to, hacking, viruses, deletion of files, hardware damage and business damage due to a willful attack. Although under this Agreement zbrella may have the responsibility to oversee CUSTOMER’s security, backup and business continuation systems such as firewalls, anti-virus software and backup software/hardware, zbrella cannot be held responsible for attacks which are designed to circumvent these safeguards and successfully attack CUSTOMER.
4.7. Adds, moves and changes will be performed at an additional charge of the then-current Time and Material Rates to CUSTOMER. Adds include additional functions beyond when the system was originally installed. This can be additional bandwidth, users or content. Moves are physically moving equipment from the original installation point. Changes are when the system is modified in a way that changes how it was originally deployed. Changes for data security purposes are included in the Sales Order.
4.8. Unless otherwise indicated in the attached Appendices, application software is not included as part of Maintenance Service, including restoration of malfunctioning software to its proper operating and usable condition, as provided by the manufacturer. Maintenance Service does not include any end-user “help desk” or end-user training requirements. If end-user help desk support or training is needed, this service can be provided outside of Maintenance Service at zbrella’s then-current, Time-and-Material Rates.
4.9. Printers in entirety including but not limited to buying, servicing and maintenance to any extent are not included as a part of this Agreement.
5. Confidentiality
Confidentiality
5.1. zbrella recognizes that in the course of performing Services, it may have access to confidential and proprietary information and trade secrets concerning CUSTOMER’s business and operations, including, without limitation, financial and tax information, business plans and development strategy, and marketing methodology (collectively referred to as “Confidential Information”). zbrella recognizes that disclosure of the Confidential Information to competitors, non-authorized third parties or the general public would be detrimental to the CUSTOMER. Accordingly, zbrella covenants and agrees with CUSTOMER that it will keep secret and treat confidentially the Confidential Information, and will not disclose any of the Confidential Information to any person or entity, nor shall it use the Confidential Information for any purposes other than purposes which serve CUSTOMER.
6. Non-Hire Covenant
Non-Hire Covenant
6.1. CUSTOMER acknowledges that zbrella is involved in a highly strategic and competitive business. CUSTOMER further acknowledges that CUSTOMER would gain substantial benefit and that zbrella would be deprived of such benefit, if CUSTOMER were to directly hire any personnel employed by zbrella. Except as otherwise provided by law, CUSTOMER shall not, without the prior written consent of zbrella, solicit the employment of zbrella personnel during the term of this Agreement and for a period of one (1) year following expiration of this Agreement.
6.2. CUSTOMER agrees that zbrella’s damages resulting from breach by CUSTOMER of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event CUSTOMER violates this provision, CUSTOMER shall immediately pay zbrella an amount equal to the employee’s total annual compensation plus $10,000 USD as liquidated damages, and zbrella shall have the option to terminate this Agreement without further notice or liability to CUSTOMER. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs zbrella would incur to identify, recruit, hire and train suitable replacements for such personnel.
7. Modification or Amendment
Modification or Amendment
7.1. No modification or amendment of this Agreement will be binding on either Party, unless in writing and signed by an authorized representative or officer of each Party.
8. Relocation of Equipment
Relocation of Equipment
8.1. CUSTOMER will notify zbrella of any proposed relocation of a Covered Component to a new site at least thirty (30) days in advance of such relocation. zbrella will determine, in its sole discretion, whether the Covered Component may be serviced by zbrella in the new location. Response Time and Service Charges hereunder may be adjusted by zbrella based on the new location. In the event the Covered Component at the new location requires zbrella to reassign service providers to service the Covered Component, then such Covered Component shall be excluded from coverage under this Agreement beginning on the date of its relocation and an amendment to this Agreement for service of such Covered Component at the new location shall be negotiated by the Parties.
9. Fees & Payments
Fees & Payments
9.1. The charge for the service offering(s) selected by CUSTOMER as set forth on the Sales Order, shall be payable as described in the terms of this Agreement. In the event any sum of money owed by CUSTOMER under this Agreement is not paid when due and remains unpaid for ten (10) days after its due date, zbrella may add a service charge equal to the lesser of 1-1/2 percent of the past due amount per month or the highest rate allowed by law.
9.2. The charge for service offering(s) selected by CUSTOMER as set forth on the Sales Order, shall be subject to an automatic 3% increase per contract year for the term of the agreement.
9.3. Acceptable payment forms for the Agreement(s), to be provided by the CUSTOMER during the approval of the Sales Order, will be Credit Card, automatic ACH Payment, or Check. The appropriate form will be provide at time of approval and will be required before CUSTOMER onboarding can commence.
9.4. It is the responsibility of the CUSTOMER to provide updated payment information in the event the information changes during the agreement.
10. Term and Termination
Term and Termination
10.1. In the event any sum of money owed by CUSTOMER is not paid when due and remains unpaid for thirty (30) days or more, or if CUSTOMER defaults in the performance of any other obligation under this Agreement, zbrella may terminate this Agreement by giving CUSTOMER ten (10) days written notice of service termination. Any billing disputes must be submitted to zbrella within (30) days from date of invoice.
10.1.a. In the event the CUSTOMER has not paid any sum of money for more than thirty (30) days or more and zbrella terminates the Agreement after providing written notice, any hardware provided as a service will be shutdown and removed from the CUSTOMER site without any further notice. The CUSTOMER furthermore agrees to provide access to zbrella for the CUSTOMER’s Site to remove the hardware provided as a service without delay. If access is not granted within ten (10) days of termination of the Agreement, the CUSTOMER will be charged the full retail value of the equipment.
10.2. zbrella may immediately terminate this Agreement by written notice to CUSTOMER, and CUSTOMER shall be in default hereunder, if CUSTOMER becomes insolvent, liquidates, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, voluntarily or otherwise. If any of the above occurs, CUSTOMER shall immediately notify zbrella of such occurrence.
10.3. zbrella shall have the right to terminate this Agreement, without cause, upon thirty (30) days prior written notice to CUSTOMER.
10.4. If for any reason the CUSTOMER chooses to terminate the Agreement before the full duration of the then-current term, the termination fee payable to zbrella is one hundred percent (100%) of the then-current rate for the remaining term on this Agreement, in addition to any previous outstanding balance on the CUSTOMER’s account.
10.5. All Technology Agreements shall have the initial term of three (3) years, unless otherwise specified on the Sales Order. The term of each agreement will start with the date of the first billing cycle unless otherwise specified on the Sales Order. For the duration of this Agreement or any subsequent renewal, CUSTOMER shall obtain absolutely no ownership interest in any equipment, software or components outlined in this
Agreement that are provided as part of a Hardware as a Service Agreement.
11. Assignment
Assignment
11.1 Assignment. CUSTOMER shall not sell, assign or transfer this Agreement or any part thereof without the prior written consent of zbrella; however, zbrella may, without the consent of the CUSTOMER assign any or all of its rights and obligations under this Agreement to its parent, any subsidiary, or any affiliate, or to any successor in interest pursuant to a sale of stock of assets, merger, acquisition, or reorganization.
12. Parties in Interest: No Third Party Beneficiaries
Parties in Interest: No Third Party Beneficiaries
12.1.Except as otherwise provided herein, this Agreement will endure to the benefit of, and be binding upon, the respective successors and assigns of the Parties hereto. This Agreement will not be deemed to confer any rights or remedies upon any person not a party hereto.
13. Entire Agreement
Entire Agreement
13.1. This Agreement, including attachment(s) hereto, constitutes the entire Agreement of the Parties regarding the subject matter hereof, and supersedes all prior Agreements and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be effective until approved in writing by an authorized zbrella representative.
14. Severability
Severability
14.1. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or its severance here from. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
15. Waiver
Waiver
15.1.The waiver by a Party hereto of any default hereunder will not be deemed to be a waiver of subsequent defaults of the same or different kind. The failure of any Party to act will not and of itself be construed as a waiver.
16. Costs, Expenses and Legal Fees
Costs, Expenses and Legal Fees
16.1.In the event of any dispute or litigation concerning any controversy or claim between the Parties hereto arising out of or relating to this Agreement, or the breach hereof, either Party may request that in addition to determining the respective rights and obligations of the Parties, the finder of fact determines which Party is the “prevailing Party;” and the prevailing Party will be entitled to recover from the other Party its reasonable expenses, attorneys’ fees and costs incurred in connection with the investigation, prosecution and defense thereof, or the enforcement or collection of any judgment or award rendered therein.
17. Governing Law
Governing Law
17.1.This Agreement will be governed by and construed in accordance with the substantive laws of the State of New York. Further, CUSTOMER agrees to participate and accept service of process for any litigation in the STATE OF NEW YORK.
18. Captions
Captions
18.1.The captions in this Agreement are for convenience or reference only and will not limit or otherwise affect any of the terms or provisions hereof.
19. Numbers
Numbers
19.1. When the context requires, the number of all words includes the singular and plural.
20. Reference to Agreement
Reference to Agreement
20.1. Use of the words “herein,” “hereof,” “hereto” and the like in this Agreement refer to this Agreement as a whole and not to any particular section or provision of this Agreement, unless otherwise noted.
21. Improper Payments
Improper Payments
21.1. With respect to any transaction arising from this Agreement, the Parties agree not to make any illegal offer, or make or commit to the making of a transfer of anything of value (in the form of compensation, gift, contribution or otherwise) to any employee, representative, person or organization in any way connected with the other Party or any Customer of the other Party. Nothing in this Agreement is intended to prevent ordinary and reasonable business entertainment or gifts not of substantial value, customary in local business relationships and not in violation of any law as applied in the relevant jurisdiction.
22. Notice
Notice
22.1. Any notice or communication hereunder, or in any Agreement entered into in connection with the transactions contemplated hereby, must be in writing and given by depositing the same in the United States mail, addressed to the Party to be notified, postage prepaid and registered or certified with return receipt requested, or by delivering the same in person. Such notice will be deemed received on the date on which it is hand-delivered, or on the third business day following the date on which it is so mailed. For purposes of notice, the addresses of the Parties will be:
zbrella, Inc.
Director of Sales
1 Penn Plaza Suite 6222
New York, NY 10119
Any Party may change its address for notice by giving written notice to the other Parties in accordance with this Section.
23. Surviving Obligation
Surviving Obligation
23.1.Expiration or termination by either Party of this Agreement will not affect any rights of either Party that may have accrued up to the date of such termination or expiration.
24. Counterparts
Counterparts
24.1.This Agreement or relating Sales Orders, and any Addendums attached hereto, may be executed in counterparts, each of which shall be deemed originals, regardless of whether such execution is made electronically or in hard copy, but all of which together shall constitute one and the same instrument.
(Updated 6/29/18)
APPENDIX A
Definitions
a. TaaS (Technology As A Service)- Includes Total Voice Service, Total Backup Service and Total Network Security Service.
b. Pre-Paid Service – A block of Service Hours packaged with this Agreement to provide CUSTOMER with services that are outside the scope of Maintenance Service.
c. Sales Order – A form detailing CUSTOMER’s service level and/or Covered Components. This may also be referred to as Investment Proposal, Service Order or Service Agreement.
d. CUSTOMER Site(s) – The CUSTOMER’s location(s), specified on the Sales Order, where Covered Components reside.
e. Maintenance Service – The service or services furnished to remedy malfunctions or to perform Proactive Service on any Covered Component, including on-site and Remote Service.
f. Operating Systems – Operating System software residing on a Covered Component and identified on the Sales Order.
g. Proactive Service – Service provided to, theoretically, remedy malfunctions before they occur.
h. Remote Service – Technical support provided by support personnel via remote access (e.g., equipment, remote control software, system-to-system electronic data exchanges or telecommunications).
i. Response Time – The time between the zbrella Business Help Desk receiving a CUSTOMER’s notification of a Covered Component’s malfunction and the commencement of Maintenance Service when service personnel either begin diagnostic activity using voice communications or Remote Services, or arrive at CUSTOMER Site in response to such notification.
j. Server Software – Any piece of software designed to run on a computer system which allows other devices to access its resources.
k. Service Charge(s) – Any and all fees CUSTOMER pays to zbrella.
l. Service Hours – The times of day, specified in the Sales Order, during which zbrella will provide Maintenance Service under this Agreement.
m. Service Period – The dates, specified in the Sales Order, during which zbrella will provide Maintenance Service under this Agreement.
n. zbrella Business Help Desk – The zbrella group that receives Maintenance Service requests from CUSTOMER and schedules or dispatches technicians to provide Maintenance Service.
o. zbrella Total Security – This refers to zbrella’s managed firewall service. This service applies security best practices to a firewall owned and managed by zbrella from its Data Center.
p. Time-and-Material Rates – The hourly service rates, travel charges and parts and material prices that apply to any services performed under this Agreement, which are not specifically covered by Maintenance Service (as described herein). Also see Section 1.
q. Physical Security- includes security measures that are designed to deny unauthorized access to facilities, equipment and resources, and to protect personnel and property from damage or harm (such as espionage, theft, or terrorist attacks).
APPENDIX B
Third Party Application Software
CUSTOMER-owned Third Party application software may be included as a Covered Component, provided that it meets with the criteria listed in this Appendix.
1. All Third Party application software requires that CUSTOMER have a service contract in place with the manufacturer of that software and provides zbrella with the information regarding that contract so that zbrella may contact the manufacturer for support on behalf of CUSTOMER.
2. CUSTOMER understands that the level of support that zbrella can provide on application software is limited to the level of support and response that is received from the manufacturer of such software. All services provided in support of Third Party application software will be charged to CUSTOMER at zbrella’s then-current, Time-and-Material Rates.
3. If CUSTOMER fails to renew or otherwise loses the manufacturer’s support for any application software, zbrella will consider that software to no longer be part of the Covered Components.
4. CUSTOMER is required to have support and to maintain a service contract with the manufacturer in order to include the following software in Covered Components:
a. Microsoft Exchange Server 2007/2010/2013/2016
b. Microsoft Windows 7/Windows 8/Windows 10
c. Microsoft Windows Server 2008/2012/2016
d. StorageCraft and Datto Backup Products
e. Citrix XenApp 6.5 or Higher
f. zbrella Supported Antivirus Software
g. Sonicwall, Cisco, Meraki and other Hardware/Software Firewalls
h. Ruckus, Meraki, Ubiquiti and other Hardware/ Software Wireless Access Control & Access Points
5. The following software and hardware are specifically excluded and will not be included as Covered Components:
a. All Versions of Microsoft Windows that have Reached End of Life (EOL)
b. All Versions of Antivirus Deemed as “Free Third Party Antivirus”
c. All Versions of Microsoft Small Business Servers that have Reached End of Life (EOL)
d. Non-zbrella Supported E-mail Products such as IncrediMail, Gmail and Yahoo Mail
e. Consumer Grade Wireless Products, Including Firewalls, Other than SonicWALL
f. Consumer Grade Switches such as Linksys, D-Link and TRENDnet
APPENDIX C
Physical Security Surveillance, Alarm and Access Control Services
1. zbrella agrees to provide to CUSTOMER, the applicable Security, Surveillance, Alarm and Access Control Services based upon consultation with the CUSTOMER and needs specific to the CUSTOMER’s environment.
2. If Security System requires monitoring and reporting services, the terms and conditions in the Monitoring Agreement will outline specific terms.
3. It is the CUSTOMER’S responsibility, in regards to Security Systems, to verify system functionality by logging into and testing system monthly.
4. zbrella is not liable for lost recordings.
5. The CUSTOMER agrees to utilize the system for lawful purposes only.
6. CUSTOMER is responsible for recorded content that resides on server or storage device. Images, sounds, pictures, and other data are the property of the CUSTOMER, and may not be accessed or viewed by zbrella without permission from the CUSTOMER.
7. CUSTOMER is responsible for database management and general best practices as they pertain to entry permissions, allowances and restrictions of users’ access.
8. If landline or Internet based communication is utilized, it is the CUSTOMER’S responsibility to insure that the service is functioning and available. It is not zbrella’s responsibility to provide these services unless specified prior to installation.