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Managed Service Terms

MANAGED SERVICES TERMS AND CONDITIONS

To the extent the Customer (“Customer”, “You”) receives Managed Services from Eastern Telephone & Technologies, Inc. (“Eastern”), the Customer agrees to abide by the following terms and conditions. These terms and conditions are incorporated into the terms of your Master Service Agreement and creates a legally binding obligation on you. “Agreement” refers to these Managed Services Terms and Conditions, the Service Agreement executed by Customer, and the Master Service Agreement. To the extent the provisions contained in these Managed Services Terms and Conditions are inconsistent with those contained in any other document, instrument, or agreement executed pursuant hereto, the terms and provisions contained herein shall control. Otherwise, such provisions shall be considered cumulative.

  1. MANAGED SERVICES DEFINED IN SERVICE AGREEMENT. Eastern shall provide the Managed Services as defined and set forth in the Service Agreement executed by Customer.
  2. MONITORING AND SUPPORT. Eastern monitors all systems and networked equipment that it manages under the Managed Services 24 hours per day, 365 days per year, barring cases of third party hardware, software, or service failure and Force Majeure described in Section 14 of this Agreement, or other service interruptions that prevent monitoring, however caused. In case of interruptions in monitoring, Eastern shall make commercially reasonable efforts to restore monitoring. The terms of Eastern’s technical support of Managed Systems, or any help desk or other support services that may be offered as part of the Managed Services are determined by the Service Agreement and these Managed Services Terms and Conditions, where applicable.
  3. START DATE AND SERVICE PERIOD. The Start Date is the date Eastern turns on its services covered hereunder. The Service Period is the period from the Start Date, continuing for the number of months stated in the Service Agreement. Any changes made to the Managed Services by mutual consent during a Service Period shall be documented by executing a subsequent Service Agreement during that Service Period, but such changes to Managed Services shall not affect the Service Period itself as set forth in the original Service Agreement, unless such subsequent Service Agreement specifies a different Service Period. If Eastern or Customer fail to execute a subsequent Service Agreement after a change in Managed Services has been mutually agreed upon in writing in another agreement executed by Eastern and Customer (such as a Statement of Work), such failure shall not in any way affect Customer’s responsibility to pay the new and updated fees due and payable for the new Managed Services to which Customer has agreed by executing such other agreement.
  4. EASTERN EQUIPMENT. In certain circumstances, Eastern may supply Customer premises equipment or cloud premises equipment that may consist of any third party hardware and software not manufactured by Eastern to the Customer and retain ownership in such Customer Premises Equipment (“CPE”). Unless otherwise specified through a Statement of Work or other agreement, all CPE shall be purchased and owned by the Customer, whether procured by Eastern and passed through to Customer, or purchased directly by Customer from third party hardware and software vendors. In the event that any CPE is owned by Eastern, Eastern shall have the right to remove all CPE that it has supplied. Customer agrees to allow Eastern personnel and subcontractors reasonable access to the Customer’s premises and/or building (the “Customer Site”) for the purpose of installing, configuring, managing, maintaining, repairing, replacing, and removing the CPE. If Customer does not own the Customer Site and access to portions of the Customer Site other than the Customer premises is needed (i.e. building phone room, data room, HVAC room, roof, etc.), Customer shall obtain, with Eastern’s cooperation, all appropriate permissions from the owner or landlord for such activities.
  5. SERVICE LEVEL AGREEMENT. Depending on nature of the services being supplied hereunder, a separate Service Level Agreement or Commitment Scope may be provided. If such Service Level Agreement or Commitment Scope is provided, it shall be executed separately.
  6. GENERAL. These Managed Services Terms and Conditions, the Master Service Agreement, any addendum to the Master Service Agreement, and the Service Agreement that describes the Managed Services to be provided hereunder constitute the entire agreement of the parties with respect to Managed Services and supersede all negotiations, proposals or purchase or other work orders, written or oral, provided that the Customer shall also adhere to all policies and procedures established by Eastern. This Agreement can be amended only by written agreement signed by duly authorized representatives of the parties. Any purchase order issued by the Customer shall be solely for the internal convenience of the Customer and no term or condition contained in the purchase order shall in any way modify the agreement of the parties or any of the rights or obligations of either party hereunder.
  7. EXCLUSIONS FROM MANAGED SERVICES. The following is a list of costs, expenses, charges or services explicitly excluded from the Managed Services listed in any Service Agreement executed by Customer. The below is not meant to constitute a complete list, and any cost, expense, charge, or service that is not specifically listed and explicitly included in an executed Service Agreement is excluded from Managed Services by definition:
    1. Any parts, equipment, or hardware costs, fees or charges of any kind
    2. Any software, licensing, software assurance, renewal, or upgrade fees of any kind
    3. Any taxes of any kind
    4. Any shipping, handling, courier, or postage charges of any kind
    5. Any 3rd party vendor, OEM, or other manufacturer support fees or incident fees of any kind
    6. Any premise wiring services (voice/data/video cabling) of any kind
    7. Training of any person in any context, unless otherwise specified
    8. Travel, travel time, gas or gas mileage, per diem or accommodations, when applicable, when visiting Customer offices or any other third party site on Customer’s behalf
    9. Any non-IT materials needed to provide services or requested by Customer, including but not limited to office supplies or media
    10. Any type of service, repair, reconfiguration, maintenance or management occasioned or made necessary by the alteration of systems, devices, software or other resources, with or without administrative access to such resources, by anyone other than authorized Eastern personnel; includes any change or service occasioned by acts or omissions by the Customer’s own employees, principals, consultants, subcontractors, third party vendors, or any other third parties who may have or have had physical, logical or remote access to Customer’s resources
    11. Maintenance of third party applications, software, software packages or add-ons, whether acquired through Eastern or any other source. The only exception is software made or modified by Eastern in order to provide managed services.
    12. Any software programming or scripting (creation or modification of software code) and program (software) maintenance
    13. Any work, project, service or support of any kind, whether one-time, periodic, or ongoing, that involves a new resource that was not present at the time a Service Agreement is executed
    14. Any work that does not qualify as a service ticket with respect to restoring the normal functioning of the resources being managed as per the Agreement, i.e. any work that does not involve proactive management, routine administration, or troubleshooting (whether Customer-prompted/requested or otherwise) malfunctioning or non-functioning systems or resources under management as per a Service Agreement. Any such work is defined as a Project. Projects include but are not limited to re-configuring resources by Customer request, integrating with newly acquired/introduced hardware, software or networks, or with other formerly non-existent third party resources, or otherwise making changes to managed resources, when such configuration, integration or changes are not warranted nor necessary (a) to manage such resources, or, (b) to keep such resources in good working order. Such Projects are by definition not part of Managed Services, since Managed Services concern themselves with proactively managing, maintaining, troubleshooting, and keeping operational existing resources explicitly covered by a Service Agreement.