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Managed Services/Managed Cloud Services Agreement

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Revised 01/12/2012 

MSA-1. 

Dataprise provides one or several remote management services or managed cloud services ("Managed Services") to you ("You" or "Customer") owned and/or operated by Dataprise, Inc. ("Dataprise" or the "Company") or its affiliates under the terms and conditions of this Dataprise Managed Services Agreement and any amendments thereto and any operating rules or policies (the "Managed Services Agreement", "Managed Cloud Services Agreement" or "MSA"). Dataprise reserves the right, in its sole discretion, to change, modify, add or remove all or part of this MSA at any time. Customer will receive notice of such changes and/or modifications pursuant to Section MSA-15 regarding notices and MSA-16 changes. Note that the Dataprise MSA may be incorporated by reference into an existing and separate technology support services agreement and is intended to supplement any such agreement relating to the content as described herein. Further, in the event that an individual Managed Service includes software that is installed or located on Your local desktop or server equipment, any such locally installed software shall be governed by a Dataprise End User License Agreement (EULA) for such locally installed desktop or server software which is included by reference to this MSA and can be located here.

MSA-2. Service Description

Dataprise provides remote managed services including, but not limited to: Managed Workstation Service, Web URL Filtering, Remote Data Backup, Remote Network Monitoring, Internet Domain Management, Anti-SPAM Service and other hosting or cloud-based services (individually a "Managed Service" and collectively the "Managed Services"). Individual Managed Service descriptions are described in the tasks under the "Goods and Services" section of the accompanying Dataprise Purchase Agreement.

MSA-3. Term and Pricing

The monthly fee for the Managed Service provided is specified under "Prices" of the accompanying Dataprise Purchase Agreement and which is due and payable for the term selected by the Customer. The contract period commences on the date that the Customer is notified that the Managed Service is fully operational and that access is made available to a Managed Service by Dataprise to Customer. The initial term shall correspond to and be coterminous with the term of any Support Services if provided in the accompanying Purchase Agreement. The initial term shall automatically renew for successive one month periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section MSA-4 below; provided, however, that to qualify for each renewal Customer must at the time of renewal be in substantial compliance with the material terms and conditions of the MSA and accompanying Purchase Agreement. Dataprise shall have the right, but not the obligation, to review any Managed Services Customer for compliance with the MSA and accompanying Purchase Agreement as part of the renewal process or at any time.

MSA-4. Non-Renewal

Either party, in its sole and absolute discretion, may give notice of non-renewal with or without cause and without stating any reason therefore. Any notice of non-renewal must be given at least (30) days prior to the end of the term then in effect and in the manner described in Section MSA-15 regarding notices. If Customer chooses to terminate service before the end of the initial term, Customer agrees to make the monthly payments under "Payment" of the accompanying Dataprise Purchase Agreement for the remainder of the initial term.

MSA-5. Termination

Subject to the license grant hereunder, all right, title and interest in and to the Product, the accompanying printed materials, and any copies of the Product are owned by Dataprise, Inc. and/or its licensors. Either party may terminate this Managed Services Agreement on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any material provision of the MSA, and such breach or noncompliance is not cured within such thirty (30) day period. Notwithstanding the foregoing, Dataprise reserves the right to suspend with seventy-two (72) hours notice to Customer the operation or access to any and all Managed Services until such material breach or noncompliance is cured. This Termination provision of the MSA is in addition to and separate from any termination provision for Support Services if provided in accompanying Dataprise Purchase Agreement. 

MSA-6. Termination for Illegal or Other Activity

Notwithstanding any other termination or notice provision in this MSA, Dataprise may, but shall have no duty to, immediately terminate Customer and suspend one or all provided Managed Services if Dataprise in its sole discretion concludes that Customer is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of Dataprise or others. Any termination under this Section MSA-6 shall take effect immediately and Customer expressly agrees that it shall not have any opportunity to cure.

MSA-7. Waiver

Customer expressly waives any statutory legal protection in conflict with the provisions of the Termination sections of this MSA.

MSA-8. No Sale or Assignment of Service

Customer agrees not to resell or assign or otherwise transfer its rights or obligations under this MSA without the express written authorization of Dataprise, Inc.

MSA-9. Entire Agreement

This MSA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.

MSA-10. Access

Customer agrees to provide access to its facilities in order for Dataprise to carry out its obligations under this MSA.

MSA-11. Abuse Policy

Dataprise may restrict access for or limit the usage of one or more Managed Services, including access to the Dataprise Help Desk and/or Remote Support Center, to an individual user or users if, in its reasonable judgment and sole discretion, such user or users act(s) in an abusive manner to Dataprise staff or any related third party or attempts to utilize any Managed Service in a manner than otherwise intended.

MSA-12. Indemnification

Customer agrees to indemnify and hold harmless Dataprise, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Customer's conduct, Customer's use of the Managed Services, any alleged violation of the MSA, or any alleged violation of any rights of another, including but not limited to Customer's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with the Managed Services. Dataprise reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, but doing so shall not excuse Customer's indemnity obligations.

MSA-13. Limitation of Liability

ALL MANAGED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CUSTOMER ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS MANAGED SERVICES AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICES OR SITES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MANAGED SERVICES IS DONE AT ITS OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF SUCH MATERIAL AND/OR DATA. DATAPRISE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF DATAPRISE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM CUSTOMER'S USE OR INABILITY TO USE THE MANAGED SERVICES, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE MANAGED SERVICES.DATAPRISE SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE DUE TO ACTS OF FORCE MAJEURE, WHICH SHALL INCLUDE ACTS OF GOD; EARTHQUAKES; LABOR DISPUTES; CHANGES IN LAW, REGULATION, OR GOVERNMENT POLICY; RIOTS; WAR; FIRE; EPIDEMICS; ACTS OR OMISSIONS OF VENDORS OR SUPPLIERS; EQUIPMENT FAILURES; TRANSPORTATION DIFFICULTIES; OR OTHER OCCURRENCES THAT ARE BEYOND DATAPRISE'S REASONABLE CONTROL. DATAPRISE'S LIABILITY TO CUSTOMER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY CUSTOMER TO DATAPRISE OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

MSA-14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Maryland. Any actions to interpret or enforce this Agreement shall be solely brought in the state of Maryland and, to the extent permitted by law; the parties agree that the venue for such action shall be in the County of Montgomery.

MSA-15. Notices

Any notices or communications under this MSA shall be made in writing and transmitted to the party to whom such communication is directed. If to Dataprise, such notices shall be addressed to Dataprise, Inc., Attn.: Legal Department, 9600 Blackwell Road, Fourth Floor, Rockville, MD 20850. If to Customer, such notices shall be addressed to the electronic or mailing address specified when Customer opens an account with Dataprise, or such other address as either party may give the other by notice as provided above

MSA-16. Changes

We reserve the right to make changes to this MSA and the policies and conditions that govern the use of our Managed Services at any time. We encourage you to review this web site and these terms periodically for any updates or changes. Your continued access or use of our Managed Services shall be deemed your acceptance of these changes and the reasonableness of these standards for notice of changes.

MSA-17. Additional Terms for Microsoft Software

If Microsoft software is provided to you as part of the Managed Services, then additional restrictions may apply, including but not limited to limits on the number of authenticated users of the Microsoft Windows Server Operating Systems under Microsoft Corporation's licensing terms.