Services Purchased Online
 
This Service Agreement (“the Agreement”) is hereby entered into by and between:
Touch Support, LLC, an Indiana Limited Liability Company located at
216 N. 4th St., Suite 210, Lafayette, IN 47901 hereunder referred to as “Touch Support”
-and - YOU hereunder referred to as “Client”;

The above listed parties hereby agree to the terms and conditions as follows:

1. The commencement date of the Agreement shall be the date upon which payment is received. No amendment to the Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties.

2. Touch Support agrees to provide Client with Client's requested services described in Exhibit A.

3. All employees of Client, unless Client shall specifically state otherwise in writing, shall be considered agents of Client and authorized to order and accept services from Touch Support, and shall be bound by the Agreement.

4. Touch Support will bill Client monthly in advance for any services ordered or requested, unless otherwise expressly agreed to in writing.

5. Any order for services under the Agreement may be terminated by either party at any time through any contact method listed in paragraph 16, payment thereto of any sums owing, and return of any property thereto belonging, unless otherwise expressly agreed upon in writing.

6. Touch Support shall perform all services in accordance with the highest professional standards prevailing in the area at the time, and shall at all times attempt to serve the best interests of Client in connection with such services, and shall advise Client when services it requests are not in its best interest.

7. In the event that either party shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets, or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights of creditors, then, at the option of the other party, the Agreement shall terminate and be of no further force and effect, except for the payment of outstanding claims and the return to either party of such property, tangible or intangible, which shall be in its possession.

8. The Agreement and the services to be performed hereunder may be assigned or delegated by either party without the consent of the other.

9. If any affiliate, parent, subsidiary, or other company controlling, controlled, or in common control with a party shall take or omit any action which, if done or omitted by the party would constitute a breach of the Agreement, such shall be deemed a breach by such party with like legal effect.

10. Concerning the services rendered hereunder, the liability of Touch Support shall be limited to the total amount payable and received for one month, and neither party shall be liable to the other for any indirect, special, or consequential damages.

11. Neither party shall be responsible for delays in performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, theft, power failure, communication failure, storms, earthquakes, or other disasters.

12. Each party acknowledges that all material and information, which has or will come into the possession or knowledge of each in connection with the Agreement or the performance hereof, consists of proprietary or confidential information, whose disclosure or use by third parties may be damaging. Each will hold such material or information in strictest confidence, will not make use thereof other than for the performance of the Agreement, shall release it only to agents or employees requiring such information, and shall not disclose it to any other party. Each party shall take adequate security precautions to insure that such information does not fall into the hands of unauthorized persons. Such proprietary information does not include skills, insights, or professional knowledge, which Touch Support may acquire during the course of the Agreement.

13. The parties to the Agreement acknowledge that performance of the Agreement may result in the development of software, applications of software, new proprietary or secret concepts, methods, techniques, processes, adaptations, or applications, which may or may not be protected by patent or copyright. The parties agree that the same shall, in the absence of other agreement to the contrary, belong to Touch Support, but Client shall have a non-exclusive enterprise license to use such.

14. Each party shall perform hereunder in accordance with applicable laws, rules, and regulations now or hereafter in effect. If any provision of the Agreement shall be found to be illegal or unenforceable, then the remaining provisions of the Agreement shall remain in full force and effect, and such term or provision shall be deemed stricken for as long as it remains illegal or unenforceable.

15. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing. Any consent by any party to, or waiver of, any breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.

16. All notices under the Agreement shall be deemed duly given if delivered by hand or by certified mail, return receipt requested, to the designated address of the other party or via email.

17. In the absence of a written and expressed agreement to the contrary, the Agreement shall be governed by the laws of the state of Indiana.

18. In the purchasing of any product for Client pursuant to service orders under the Agreement, Touch Support shall be deemed as acting as an agent for Client, not as a dealer or distributor, and shall not be liable for any sales, use, or business taxes therefore, or for any product warranty, express or implied.

19. Touch Support shall have the right to perform any work at its own premises, using its own equipment. Touch Support shall be responsible for the care and protection of any equipment or software in its possession belonging to Client.

20. In the event of a breach of any provision in this agreement, Client shall be liable for any and all legal and equitable remedies, court costs, and attorney’s fees.

21. Touch Support and its employees shall maintain a policy of non-disclosure with customers of client as to the relationship that exists between Touch Support and Client. Touch Support and its employees shall refrain from referring or discussing competitors and their offerings with client's customers.

22. Client agrees to indemnify, defend, and hold harmless Touch Support from any and all liability, penalties, losses, damages, costs, expenses, attorneys' fees, causes of action or claims caused by or resulting indirectly from any service performed by Touch Support which damages either Client, Touch Support, or any other party or parties without limitation or exception. This indemnification and hold harmless agreement extends to all issues associated with the Agreement.

23. Client agrees to maintain copies or backups of all data residing on any server accessible by Touch Support. Should any critical data be removed due to any negligence or malicious intent by Touch Support, its employees, or assigns, Client agrees that said data copies or backups will be made available to Touch Support for immediate restoration.

24. The Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof. All prior agreements, representations, statements, negotiations, and understandings are superseded hereby.

Exhibit A.

Service Description

::Reaction::
Touch Support employees will monitor the requested number of servers (computer(s) connected to the Internet) 24 hours per day, every day on behalf of Client via IP address using various proprietary monitoring software packages. In the event that a server fails to respond, Touch Support will follow the procedure list supplied by Client at the time of contract execution within 12 minutes of failure notification (notification from our proprietary software that a server is off-line) and until said server is restored to normal operation. At no time will Touch Support be responsible for performing procedures outside of those stated by Client. Should Touch Support fail to respond to a failure notification within 12 minutes of said notification, Touch Support shall credit client's account in the amount of $10.00 per incident or the fee associated with an individual server for one period of service.

:: Total Confidence::
Touch Support employees will monitor the requested number of servers (computer(s) connected to the Internet) 24 hours per day, every day on behalf of Client via IP address using various monitoring software packages. In the event that a server fails to respond, Touch Support will follow the procedure list supplied by Client at the time of contract execution until said server is restored to normal operation. At no time will Touch Support be responsible for performing procedures outside of those stated by Client. Additionally, Touch Support will be available to repair Apache, MySQL, Exim, Cpanel, and BIND services on said server(s) in the event of a corrupted or incorrect service configuration. Should Touch Support fail to respond to a failure notification within 12 minutes of said notification, Touch Support shall credit client's account in the amount of $10.00 per incident or the fee associated with an individual server for one period of service.

::Dedicated Tech::
Touch Support employees will monitor the above listed number of servers (computers connected to the Internet) 24 hours per day, every day on behalf of Client via IP address using various monitoring software packages. In the event that a server fails to respond, Touch Support will follow the procedure list supplied by Client at the time of contract execution until said server is restored to normal operation. At no time will Touch Support be responsible for performing procedures outside of those stated by Client. Additionally, Touch Support will maintain and update software packages listed at the time of contract execution for the aforementioned servers. Touch Support will be available to install PortSentry/APF, IP Tables, and/or TripWire firewall and intrusion detection software upon request at no additional charge on the server(s) listed above. Touch Support will be available to troubleshoot various server issues for the aforementioned servers at the direct request of Client up to eight (8) times per month or up to four (4) hours, whichever comes first. All requests past the initial 8 or the initial 4 hours will be billed at the end of each month at the rate of $75 per hour in 15 minute increments. Touch Support will also perform an initial security audit and update the configuration of the server to correlate with best industry practices and will be available to perform emergency system administration including re-securing a server after intrusion and restoring a server from backups (maintained by Client). If Client is purchasing Ticket Support in addition to ::Dedicated Tech:: for Client's servers, Touch Support will be available to answer system administration related inquiries made by customers of Client.

::Admin Lite::
Touch Support employees will monitor the above listed number of servers (computers connected to the Internet) 24 hours per day, every day on behalf of Client via IP address using various monitoring software packages. In the event that a server fails to respond, Touch Support will follow the procedure list supplied by Client at the time of contract execution until said server is restored to normal operation. At no time will Touch Support be responsible for performing procedures outside of those stated by Client. Additionally, Touch Support will maintain and update software packages listed at the time of contract execution for the aforementioned servers. Touch Support will be available to install PortSentry/APF, IP Tables, and/or TripWire firewall and intrusion detection software upon request at no additional charge on the server(s) listed above. Touch Support will be available to troubleshoot various server issues for the aforementioned servers at the direct request of Client up to four (4) times per month or up to two (2) hours, whichever comes first. All requests past the initial 4 or the initial 2 hours will be billed at the end of each month at the rate of $75 per hour in 15 minute increments. Touch Support will also perform an initial security audit and update the configuration of the server to correlate with best industry practices and will be available to perform emergency system administration including re-securing a server after intrusion and restoring a server from backups (maintained by Client).

Per-Domain Helpdesk Support
Touch Support Employees will respond to Help Desk (a web based email tracking and response system) requests from Client's current customers for the purpose of providing technical support on behalf of Client. Help Desk responses will take place at Touch Support's location and will be monitored 24 hours per day, every day. Client understands that Touch Support will escalate tickets based on the nature of the request to alternate departments within Client's helpdesk.

The response time under normal conditions to any given ticket shall be no more than 45 minutes.

Touch Support reserves the right to modify this Agreement at any time. All changes to this Agreement shall be posted publicly in the following location:
http://www.touchsupport.com/outsourced-support-tos.php