Service Level Agreement

This Service Level Agreement (SLA) is made and effective on (“EFFECTIVE DATE”).

BETWEEN:

easyTEK.technology, LLC (D.B.A. easyTEK.technology), a Limited Liability Corporation (LLC)(S-Corporation), organized and existing under the laws of the States of Colorado, with its corporate office located at:

• 11052 Twenty Mile RD, APT 200,
  Parker, Douglas County, Colorado, 80134-5101
  United States of America
  +1 720-807-4500 - Phone
  +1 720-817-3964 - Fax
  [email protected] – E-mail

AND:

"CLIENT"

WHEREAS easyTEK.technology is an Cloud Service Provider (CSP) validly existing and in good standing under the laws of the State of Colorado, with the power to carry on its business as it is now being conducted.

WHEREAS the "CLIENT" is doing business in the State of Colorado and in need of a Cloud Service Provider (CSP), and whereas the "CLIENT" desires to retain easyTEK.technology to service the "CLIENT" under the following terms and conditions:

NOW, THEREFORE, it is agreed as follows:

• 1. Definitions:
  • 1.1. Emergency Technical Support:
    • 1.1.1. Defined as support exclusively for IT emergencies.
    • 1.1.2. Emergencies include:
      • 1.1.2.1. Production services unavailable to a large audience.
      • 1.1.2.2. Mission-critical operations at risk.
      • 1.1.2.3. Not designed for routine technical support requests.
  • 1.2. Level I Technical Support:
    • 1.2.1. Covers hardware and software for Microsoft Windows-based desktops, laptops, and tablets.
    • 1.2.2. Includes peripheral devices directly connected to these devices, such as:
      • 1.2.2.1. Backup Devices
      • 1.2.2.2. Keyboards
      • 1.2.2.3. Mice
      • 1.2.2.4. Monitors
      • 1.2.2.5. Printers
      • 1.2.2.6. Power Distributions
      • 1.2.2.7. Scanners (Card)
      • 1.2.2.8. Scanners (Desktop)
      • 1.2.2.9. Signature Pads (Topaz)
      • 1.2.2.10. Speakers
      • 1.2.2.11. Web Cameras
  • 1.3. Level II Technical Support:
    • 1.3.1. Covers hardware and software for Microsoft Windows-based servers.
    • 1.3.2. Includes directly connected peripheral devices, such as:
      • 1.3.2.1. Backup Devices
      • 1.3.2.2. Keyboards
      • 1.3.2.3. Mice
      • 1.3.2.4. Monitors
      • 1.3.2.5. Printers
      • 1.3.2.6. Power Distributions
    • 1.3.3. Also includes:
      • 1.3.3.1. Web-based Application Services, such as:
        • 1.3.3.1.1. Atera Networks Ltd.
        • 1.3.3.1.2. Cognito Forms
        • 1.3.3.1.3. ConnectWise Brightguage
        • 1.3.3.1.4. ConnectWise Control
        • 1.3.3.1.5. ConnectWise CPQ (Sell)
        • 1.3.3.1.6. ConnectWise Manage
        • 1.3.3.1.7. ConnectWise
        • 1.3.3.1.8. Druva
        • 1.3.3.1.9. easyDNS
        • 1.3.3.1.10. GoDaddy.com
        • 1.3.3.1.11. Kasaya AudIT
        • 1.3.3.1.12. Kasaya Datto Backup
        • 1.3.3.1.13. Kasaya Datto EDR
        • 1.3.3.1.14. Kasaya Datto PSA
        • 1.3.3.1.15. Kasaya Datto RMM
        • 1.3.3.1.16. Kasaya Datto ITGlue | MyGlue
        • 1.3.3.1.17. Kasaya RapidFire Tool (Compliance Manager GRC)
        • 1.3.3.1.18. Kasaya RapidFire Tool (Cyber Hawk)
        • 1.3.3.1.19. Kasaya RapidFire Tool (Network Detective Pro)
        • 1.3.3.1.20. Kasaya RapidFire Tool (VulScan)
        • 1.3.3.1.21. Liongard
        • 1.3.3.1.22. Microsoft 365
        • 1.3.3.1.23. Microsoft Azure
        • 1.3.3.1.24. Ninite
        • 1.3.3.1.25. Pax8
        • 1.3.3.1.26. QuickBooks Online
        • 1.3.3.1.27. SentinalOne
        • 1.3.3.1.28. Ubiquiti UniFi
        • 1.3.3.1.29. Webroot
      • 1.3.3.2. Hosted application services.
  • 1.4. Level III Technical Support:
    • 1.4.1. Covers hardware and software for Apple-based desktops, servers, and iOS devices.
    • 1.4.2. Includes hardware infrastructure components, such as:
      • 1.4.2.1. Access Hubs
      • 1.4.2.2. Cameras
      • 1.4.2.3. Cloud Keys
      • 1.4.2.4. Door Bells
      • 1.4.2.5. Door Readers
      • 1.4.2.6. Firewalls | Routers
      • 1.4.2.7. Flood Lights
      • 1.4.2.8. Network Attached Storage Devices
      • 1.4.2.9. Network Video Records
      • 1.4.2.10. Patch Panels
      • 1.4.2.11. Power Distributions
      • 1.4.2.12. Printers (Network)
      • 1.4.2.13. Switches
      • 1.4.2.14. Wireless Access Points
      • 1.4.2.15. Wireless Bridges
      • 1.4.2.16. Wireless Extenders
      • 1.4.2.17. Wireless Repeaters
      • 1.4.2.18. VoIP Phones
    • 1.4.3. Also includes:
      • 1.4.3.1. Cellular Phones and Tablet devices.
      • 1.4.3.2. Electronic Health | Medical Record Systems.
      • 1.4.3.3. Medical Equipment (EKG | EMG | IVS | Ultrasound | ETC).
      • 1.4.3.4. Custom-developed applications not typically sold in retail outlets like Best Buy, Office Depot, or Staples.
  • 1.5. Mission Critical:
    • 1.5.1. Situations causing major, widespread disruption to office activities, such as:
      • 1.5.1.1. Offline servers.
      • 1.5.1.2. General network outages.
      • 1.5.1.3. Email server outages.
      • 1.5.1.4. Office-wide virus activity.
      • 1.5.1.5. Loss of printing capabilities across all workstations.
  • 1.6. Non-Mission Critical:
    • 1.6.1. Situations causing minor disruptions that impact a single user, such as:
    • 1.6.2. Offline workstations (where alternatives are available).
    • 1.6.3. Offline printers (where alternatives are available).
    • 1.6.4. Remote user issues.
  • 1.7. Service Request:
    • 1.7.1. Defined as a request for technical support services.
    • 1.7.2. Methods to submit a Service Request:
      • 1.7.2.1. Client Access Portal (CAP): https://support.easytek.technology
      • 1.7.2.2. Email: [email protected]
      • 1.7.2.3. Phone: +1 (720) 807-4500
• 2. General Terms and Conditions:
  • 2.1. Compliance Responsibility:
    • 2.1.2. easyTEK.technology is not responsible for ensuring the "CLIENT" complies with:
      • 2.1.2.1. Hardware or software licensing.
      • 2.1.2.2. Regulatory requirements (e.g., SOX, GLBA, PCI-DSS, HIPAA).
      • 2.1.2.3. Any other legal obligations applicable to the "CLIENT."
  • 2.2. Prohibition of Illegal Software:
    • 2.2.1. easyTEK.technology prohibits the installation, upgrade, or support of pirated or illegal software.
    • 2.2.2. The "CLIENT" must provide proof of ownership and ensure sufficient licenses for all software used.
    • 2.2.3. Original disks or digital licenses must be stored in a centralized location for verification, updates, or system reloads.
  • 2.3. Notification of Network Changes:
    • 2.3.1. The "CLIENT" must notify easyTEK.technology of any modifications, installations, or services performed on the network by individuals not employed by easyTEK.technology to ensure effective future support.
  • 2.4. Data Responsibility:
    • 2.4.1. The "CLIENT" is responsible for safeguarding and backing up all system data.
    • 2.4.2. easyTEK.technology is not liable for data loss, damage, or destruction during service or repair.
    • 2.4.3. It is the "CLIENT'S" sole responsibility to maintain complete and up-to-date backups.
  • 2.5. Data Stored or Transmitted:
    • 2.5.1. easyTEK.technology does not assume responsibility for data stored on or transmitted through systems undergoing service or maintenance.
  • 2.6. Third-Party Applications:
    • 2.6.1. easyTEK.technology is not liable for data changes, loss, or deletion during the installation or upgrade of third-party applications.
    • 2.6.2. This includes software like electronic medical/health record systems, custom-developed applications, or retail software (e.g., Adobe, QuickBooks).
    • 2.6.3. The "CLIENT" must ensure proper backups before any such activity.
  • 2.7. Third-Party Vendor Support
    • 2.7.1. If easyTEK.technology engages third-party vendors (e.g., hardware/software manufacturers) for technical support, all associated costs will be billed to the "CLIENT."
  • 2.8. Data Loss Liability:
    • 2.8.1. easyTEK.technology shall not be held liable for data loss associated with Section 3, Items 4 through 7. This includes damages such as:
      • 2.8.1.1. Loss of business profits.
      • 2.8.1.2. Business interruptions.
      • 2.8.1.3. Loss of business information.
      • 2.8.1.4. Lost savings or other incidental or consequential damages.
  • 2.9. Third-Party Application Functionality:
    • 2.9.1. easyTEK.technology does not guarantee the functionality of third-party, commercially developed applications (e.g., Adobe, Java, FileZilla, QuickBooks).
  • 2.10. Patch Management:
    • 2.10.1. Patch management involves identifying, acquiring, installing, and verifying updates for products and systems.
    • 2.10.2. The "CLIENT" agrees to comply with easyTEK.technology’s Patch Management Policy for updates to Microsoft/Windows and Core Applications (e.g., Adobe, Java).
    • 2.10.3. A monthly charge of 15 minutes per machine applies, based on Technical Support Rates.
    • 2.10.4. Opting out requires signing the easyTEK.technology Patch Management Waiver, releasing easyTEK.technology from compliance liabilities (e.g., PCI-DSS, HIPAA).
  • 2.11. Recommended Systems:
    • 2.11.1. easyTEK.technology recommends corporate-grade systems from manufacturers such as Dell, Gateway, HP, and Lenovo.
    • 2.11.2. While hardware is available for purchase, easyTEK.technology helps with obtaining competitive quotes for the "CLIENT" to purchase directly.
    • 2.11.3. Time spent on research or consultations will be billed at Research Support Rates.
  • 2.12. Drop Shipments:
    • 2.12.1. The "CLIENT" assumes full responsibility and associated costs for shipments delivered to their location via carriers arranged by easyTEK.technology.
    • 2.12.2. The "CLIENT" must designate a primary contact to manage this process.
  • 2.13. Unauthorized Network Alterations:
    • 2.13.1. easyTEK.technology is not responsible for network functionality loss or other liabilities resulting from alterations, additions, adjustments, or repairs made by anyone other than authorized easyTEK.technology representatives.
• 3. Billing Terms and Conditions:
  • 3.1. Invoice Delivery:
    • 3.1.1. Invoices will be sent via email to the "CLIENT'S" Office or Practice Manager and/or Accountant.
  • 3.2. Overdue Statements:
    • 3.2.1. Statements may be issued via email to the "CLIENT'S" Office or Practice Manager and/or Accountant on a pre-determined schedule if overdue balances exist.
  • 3.3. Out-of-Scope Services:
    • 3.3.1. Services outside the scope of this Service Level Agreement will be billed per the Technical Support Rates and Trip Fees Document.
  • 3.4. Currency:
    • 3.4.1. All invoices are quoted in U.S. Dollars.
  • 3.5. Price Adjustments:
    • 3.5.1. easyTEK.technology reserves the right to adjust Service Level Agreement pricing to reflect changes in market vendor rates.
    • 3.5.2. Any increase will apply to all billable charges and remain in effect for the Agreement's duration.
  • 3.6. Billing Disputes:
    • 3.6.1. Disputes or questions about invoices must be submitted within 14 days of the invoice due date.
    • 3.6.2. If no notification is received, the invoice will be considered final and payable.
  • 3.7. Dispute Resolution:
    • 3.7.1. Both parties agree to resolve unresolved claims, disputes, or issues through mediation before pursuing further remedies.
  • 3.8. Onsite Appointment Cancellations:
    • 3.8.1. Cancellations must be made at least 2 hours before the scheduled appointment by calling +1 720-807-4500.
    • 3.8.2. Late cancellations will result in a $35.00 cancellation fee and a $15.00 trip fee.
  • 3.9. Remote Appointment Cancellations:
    • 3.9.1. Remote work cancellations must be made at least 30 minutes before the scheduled appointment by calling +1 720-807-4500.
    • 3.9.2. Late cancellations will result in a $35.00 cancellation fee.
  • 3.10. Hardware and Software Pricing:
    • 3.10.1. Hardware and software purchased through easyTEK.technology are provided at or near cost.
    • 3.10.2. No discounts are offered.
  • 3.11. Trip Fees:
    • 3.11.1. Trip fees are non-discountable and apply per technician visit, as outlined in the Technical Support Rates and Trip Fees Document.
  • 3.12. Service Level Agreement Billing Information:
    • 3.12.1. Billing Frequency:
      • 3.12.1.1. Service Level Agreement invoices are issued on the sixth (6th) day of each month for the preceding month.
    • 3.12.2. Payment Terms:
      • 3.12.2.1. Invoices are subject to NET 15 payment terms.
    • 3.12.3. Late Fees:
      • 3.12.3.1. Payments over 15 days late will incur a $25 late fee for every 15-day period of delinquency.
    • 3.12.4. Suspension of Services:
      • 3.12.4.1. If payments are not received by the end of the month, all technical support services will be suspended.
    • 3.12.5. Payment by Automated Clearing House (ACH):
      • 3.12.5.1. Payments should be made by clicking the "Pay Invoice" listed on the invoice e-mail.
    • 3.12.6. Payment by Credit Card:
      • 3.12.6.1. Credit card payments are subject to a 3.5% convenience fee, and must be requested. (Do not e-mail credit card information.)
    • 3.12.7. Prohibited Technician Payments:
      • 3.12.7.1. Payments should not be made to an easyTEK.technology Technical Support Technician.
  • 3.13. Hardware and Software Billing Information:
    • 3.13.1. Billing Frequency:
      • 3.13.1.1. Hardware and software purchases are billed separately, based on vendor price schedules at the time of purchase.
    • 3.13.2. Payment Terms:
      • 3.13.2.1. Invoices are subject to NET 0 (Due Upon Receipt) payment terms.
    • 3.13.3. Payment by Automated Clearing House (ACH):
      • 3.13.3.1. Payments should be made by clicking the "Pay Invoice" listed on the invoice e-mail.
    • 3.13.4. Payment by Credit Card:
      • 3.13.4.1. Credit card payments are subject to a 3.5% convenience fee, and must be requested. (Do not e-mail credit card information.)
    • 3.13.5. Prepayment Requirement:
      • 3.13.5.1. No hardware or software will be ordered until payment arrangements have been finalized.
    • 3.13.6. Exclusion of Discounts:
      • 3.13.6.1. Discounts provided in this Service Level Agreement do not apply to hardware or software purchases.
    • 3.13.7. Prepayment of Labor:
      • 3.13.7.1. easyTEK.technology reserves the right to require prepayment of labor if the "CLIENT" is more than 30 days past due on an invoice.
• 4. Confidentiality, Privacy, and Compliance:
  • 4.1. Relationship to Existing Agreements:
    • 4.1.1. This Confidentiality, Privacy, and Compliance section is an addition to the easyTEK.technology Confidential Agreement terms already established between easyTEK.technology and the "CLIENT" in existing or future contracts. This Service Level Agreement does not alter any prior agreements unless explicitly stated.
  • 4.2. Confidential Information:
    • 4.2.1. easyTEK.technology acknowledges that while providing services, it may encounter non-public, personal, and confidential information related to the "CLIENT," including information about its customers, consumers, or employees. All such information will be treated as confidential by easyTEK.technology.
  • 4.3. Protection of Confidential Information:
    • 4.3.1. easyTEK.technology will take commercially reasonable steps to protect the "CLIENT'S" confidential information, ensuring that it is not:
      • 4.3.1.1. Disclosed, revealed, or copied
      • 4.3.1.2. Sold, transferred, assigned, or distributed
      • 4.3.1.3. Shared with unauthorized individuals or entities
      • 4.3.1.4. Information will only be used for purposes that serve the "CLIENT," as explicitly authorized in writing by the "CLIENT," or as required by applicable law.
  • 4.4. "CLIENT" Responsibility:
    • 4.4.1. The "CLIENT" acknowledges its own responsibility to protect the confidentiality of records and information regarding its business, customers, consumers, and employees.
  • 4.5. Proprietary Information:
    • 4.5.1. The "CLIENT" agrees that all information, consulting techniques, proposals, and documents disclosed by easyTEK.technology or accessed during the course of services provided under this Service Level Agreement are valuable assets of easyTEK.technology and are considered confidential and/or proprietary.
  • 4.6. Survival of Confidentiality Obligations:
    • 4.6.1. This confidentiality provision will remain in effect even after the termination of this Service Level Agreement and any other agreements between the "CLIENT" and easyTEK.technology.
• 5. Cancellation of Service Level Agreement:
  • 5.1. Reasons for Cancellation:
    • 5.1.1. A Service Level Agreement (SLA) may be canceled for any of the following reasons:
      • 5.1.1.1. Insolvency or Bankruptcy:
        • 5.1.1.1.1. If either party is declared insolvent or bankrupt.
        • 5.1.1.1.2. If a bankruptcy petition is filed and not dismissed within ninety (90) days.
        • 5.1.1.1.3. If a Trustee in Bankruptcy, Receiver, or similar entity is appointed for one of the parties.
      • 5.1.1.2. Non-Payment:
        • 5.1.1.2.1. If the "CLIENT" fails to pay easyTEK.technology within thirty (30) days of receiving an invoice.
        • 5.1.1.2.2. If the "CLIENT" materially breaches the terms of this SLA.
      • 5.1.1.3. Health and Safety Concerns:
        • 5.1.1.3.1. easyTEK.technology reserves the right to suspend or terminate the SLA if conditions at the service site pose a health or safety risk to any easyTEK.technology employee.
      • 5.1.1.4. Termination Notice:
        • 5.1.1.4.1. Either easyTEK.technology or the "CLIENT" may terminate the SLA with thirty (30) days' written notice for convenience or compelling cause.
• 6. Hardware Agreement:
  • 6.1. Technical Support Services Provided:
  • easyTEK.technology shall provide technical support services to the "CLIENT," including the following:
  • 6.1.1. Desktop/Laptop Hardware Technical Support:
    • 6.1.1.1. Desktop PCs:
      • 6.1.1.1.1. CD/DVD-ROMs
      • 6.1.1.1.2. CPUs
      • 6.1.1.1.3. Hard Drives
      • 6.1.1.1.4. Memory Modules
      • 6.1.1.1.5. Motherboards
      • 6.1.1.1.6. Power Supplies
      • 6.1.1.1.7. MODEMs
      • 6.1.1.1.8. Peripheral Devices (e.g., Monitor, Mouse, Keyboard)
    • 6.1.1.2. Laptop PCs:
      • 6.1.1.2.1. Hard drives
      • 6.1.1.2.2. Memory Modules
      • 6.1.1.2.3. Keyboards
      • 6.1.1.2.4. Screens
  • 6.1.2. Server Hardware Technical Support:
    • 6.1.2.1. CD/DVD-ROMs
    • 6.1.2.2. CPUs
    • 6.1.2.3. Hard Drives
    • 6.1.2.4. Memory Modules
    • 6.1.2.5. Motherboards
    • 6.1.2.6. Power Supplies
    • 6.1.2.7. MODEMs
    • 6.1.2.8. Peripheral Devices (e.g., Monitor, Mouse, Keyboard)
  • 6.1.3. Mobile Computing Hardware Support:
    • 6.1.3.1. easyTEK.technology does not service Slate/iPad/Surface/Phone hardware devices.
  • 6.1.4. Printer Hardware Support:
    • 6.1.4.1. easyTEK.technology does not service printers, copiers, or multi-function machine hardware.
  • 6.1.5. Network Hardware Support:
    • 6.1.5.1. Routers/Firewalls:
      • 6.1.5.1.1. easyTEK.technology does not service router or firewall hardware.
  • 6.1.5.2. Switches/Hubs:
    • 6.1.5.2.1. easyTEK.technology does not service switch or hub hardware.
  • 6.1.5.3. ISP MODEMs:
    • 6.1.5.3.1. easyTEK.technology does not service ISP MODEM hardware.
  • 6.2. Commercial Support Only:
    • 6.2.1. This Service Level Agreement applies exclusively to commercial hardware and network technical support services for the "CLIENT."
    • 6.2.2. Residential support services are not covered under this Agreement.
    • 6.2.3. Per professional liability insurance requirements, easyTEK.technology will not conduct onsite or offsite technical support for residential systems, except for offsite VPN assistance.
  • 6.3. Third-Party Vendor Services:
    • 6.3.1. Hardware repairs, upgrades, or services may be performed by a third-party vendor.
    • 6.3.2. easyTEK.technology cannot guarantee the quality or completion of work performed by third-party vendors.
• 7. Warranty Information and Exclusions:
  • 7.1. Warranty Information:
    • 7.1.1. Labor Warranty:
      • 7.1.1.1. easyTEK.technology provides a 5-business-day warranty on labor.
      • 7.1.1.2. Hardware and software warranties are as supplied by the respective manufacturers.
    • 7.1.2. Implied Software/Hardware Warranty:
      • 7.1.2.1. easyTEK.technology does not offer implied or explicit warranties for software or hardware installed based on manufacturer or industry standards.
    • 7.1.3. Service Calls and Non-Warranty Issues:
      • 7.1.3.1. If easyTEK.technology responds to a warranty service request (onsite or remote) and determines the issue was not caused by easyTEK.technology, the service call will be billed at standard labor rates.
      • 7.1.3.2. In such cases, easyTEK.technology will provide verbal or written documentation explaining the root cause and why it is not covered under warranty.
    • 7.1.4. Warranty Support Requests:
      • 7.1.4.1. All warranty support requests must be submitted in writing to [email protected] and include:
      • 7.1.4.2. Service Call Ticket Number (e.g., 100).
      • 7.1.4.3. A description of how the issue is related to prior work performed by easyTEK.technology.
    • 7.1.5. Complex System Interactions:
      • 7.1.5.1. easyTEK.technology strives to provide superior service but acknowledges that computers and networks can have unpredictable interactions between software and hardware. These interactions may cause problems not covered under warranty, and easyTEK.technology will make every effort to explain the issue clearly.
  • 7.2. Warranty Exclusions:
    • 7.2.1. Generic Systems ("White Boxes"):
      • 7.2.1.1. easyTEK.technology does not recommend systems built from off-the-shelf components. These include desktops, laptops, tablets, and servers not purchased from leading manufacturers (e.g., Dell, HP, Seneca Data, SuperMicro).
      • 7.2.1.2. No labor warranty is provided for such systems.
    • 7.2.2. Refurbished Systems:
      • 7.2.2.1. easyTEK.technology does not recommend refurbished desktops, laptops, tablets, or servers due to their age.
      • 7.2.2.2. No labor warranty is provided for these systems.
    • 7.2.3. Unprotected or Unlicensed Systems:
      • 7.2.3.1. easyTEK.technology will not support systems intentionally operated without licensed antivirus, malware, or spyware protection, or those running unlicensed or unpatched software.
      • 7.2.3.2. No labor warranty is provided for such systems.
    • 7.2.4. Data Loss or Corruption:
      • 7.2.4.1. easyTEK.technology assumes no responsibility or liability for:
      • 7.2.4.2. Data loss or corruption caused by viruses, worms, or hacked systems.
      • 7.2.4.3. Data loss related to the installation or upgrade of third-party applications.
      • 7.2.4.4. Resulting mission-critical issues or monetary loss.
      • 7.2.4.5. It is the "CLIENT'S" responsibility to maintain complete and recent backups of all data and address preventative measures.
    • 7.2.5. Third-Party or Self-Installed Systems:
      • 7.2.5.1. easyTEK.technology reserves the right to decline warranty coverage in cases where:
      • 7.2.5.2. Another IT support provider has made changes.
      • 7.2.5.3. The "CLIENT," an end-user, or another administrator/third party has installed hardware or software in a corporate setting.
      • 7.2.5.4. This includes self-installed applications, Windows/Microsoft updates, other software updates, or hardware installations.
• 8. Limitation of Liability:
  • 8.1. Scope of Liability:
    • 8.1.1. easyTEK.technology, including its principal members and employees, shall only be liable for actual damages directly and proximately caused by the failure, delay, or non-performance of the services provided under this Service Level Agreement.
  • 8.2. Liability Cap:
    • 8.2.1. The total liability of easyTEK.technology per claim is limited to $50,000.00 (fifty thousand dollars).
    • 8.2.2. The total liability for all claims in aggregate during the term of this Agreement is also capped at $50,000.00 (fifty thousand dollars).
  • 8.3. Exclusions from Liability:
    • 8.3.1. easyTEK.technology shall not be held liable for:
    • 8.3.2. Loss of profits.
    • 8.3.3. Loss or inaccuracy of data.
    • 8.3.4. Indirect, special, incidental, or consequential damages.
  • 8.4. Claims Arising from Various Causes:
    • 8.4.1. This limitation of liability applies to claims arising from contract breaches, torts, breaches of warranty, infringement, or any other causes.
• 9. Ownership of Intellectual Property Rights:
  • 9.1. Transfer of Ownership:
    • 9.1.1. All programming, written works, drawings, designs, or other copyrightable materials created or developed by easyTEK.technology or its personnel during the performance of this Agreement and delivered to the "CLIENT" shall become the exclusive property of the "CLIENT."
    • 9.1.2. No Retained Rights by easyTEK.technology:
    • 9.1.3. The "CLIENT" does not grant any rights or licenses to easyTEK.technology or its personnel for the works delivered under this Service Level Agreement.
  • 9.2. Exclusive Intellectual Property Rights:
    • 9.2.1. All copyrights, patents, trade secrets, and other intellectual property rights arising from the works created or developed by easyTEK.technology in the performance of this Agreement shall solely belong to the "CLIENT."
• 10. Factors Beyond Control of Either Party (Force Majeure):
  • 10.1. Exemption from Liability:
    • 10.1.1. Neither party shall be held liable for any loss or damage resulting from a failure or delay in performing services under this Service Level Agreement caused by factors beyond their reasonable control.
    • 10.1.2. Examples of Force Majeure Events:
      • 10.1.3. Events that may exempt liability include, but are not limited to:
        • 10.1.3.1. Acts of God (e.g., floods, hurricanes, extreme weather, fires, or other natural disasters).
        • 10.1.3.2. Acts of governmental agencies.
        • 10.1.3.3. Any similar events beyond the reasonable control of either party.
• 11. Right to Use Subcontractors:
  • 11.1. Use of Subcontractors:
    • 11.1.1. easyTEK.technology reserves the right to subcontract any portion of the work required to fulfill its obligations under this Service Level Agreement, ensuring prompt and efficient service delivery.
• 12. Right to Substitute for Any Unenforceable Provision:
  • 12.1. Severability of Provisions:
    • 12.1.1. If any provision of this Service Level Agreement is found to be invalid or unenforceable, the remaining provisions shall remain fully valid and enforceable. The Agreement will be interpreted as though the invalid or unenforceable provision was omitted.
  • 12.2. Substitution of Provisions:
    • 12.2.2. easyTEK.technology and the "CLIENT" agree to replace any invalid or unenforceable provision with a valid and enforceable one that closely reflects the original intent and economic effect of the omitted provision.
• 13. Non-Hire Clause:
  • 13.1. Acknowledgment of Competitive Business:
    • 13.1.1. The "CLIENT" acknowledges that easyTEK.technology operates in a strategic and competitive industry. Hiring easyTEK.technology personnel directly would provide the "CLIENT" with substantial benefits while depriving easyTEK.technology of those benefits.
  • 13.2. Non-Solicitation of Employees:
    • 13.2.1. easyTEK.technology values its employees as critical assets and upholds professional ethics to protect them.
    • 13.2.2. The "CLIENT" agrees not to solicit or offer employment to any easyTEK.technology personnel during the term of this Service Level Agreement and for one (1) year following its expiration.
    • 13.2.3. Exceptions require prior written consent from easyTEK.technology and are subject to applicable laws.
  • 13.3. Liquidated Damages for Breach:
    • 13.3.1. The "CLIENT" acknowledges that a breach of this provision would result in damages difficult to calculate.
    • 13.3.2. If the "CLIENT" violates this clause, they shall:
    • 13.3.3. Pay easyTEK.technology liquidated damages equivalent to 300 times the last hourly rate billed for the employee in question.
    • 13.3.4. Make this payment immediately to compensate for recruitment, hiring, and training costs for a replacement.
    • 13.3.5. easyTEK.technology retains the right to terminate this Agreement without further notice or liability in the event of a violation.
    • 13.3.6. The liquidated damages are intended to reflect actual costs incurred and are not a penalty.
  • 13.4. Agreement to Standards of Conduct:
    • 13.4.1. By signing this document, the "CLIENT" agrees to adhere to this professional standard of conduct, ensuring compliance with the non-hire clause.
• 14. Governing Law and Equitable Relief:
  • 14.1. Governing Law:
    • 14.1.1. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of Colorado.
  • 14.2. Jurisdiction:
    • 14.2.1. The "CLIENT" consents to the exclusive jurisdiction of the state and federal courts located in Colorado for resolving any disputes arising from this Agreement.
  • 14.3. Equitable Relief:
    • 14.3.1. In the event of a breach or threatened breach by the "CLIENT," easyTEK.technology may seek equitable relief, in addition to other available legal remedies, to protect its rights and interests against such breach or threat.
• 15. Final Agreement:
  • 15.1. Supersession of Prior Agreements:
    • 15.1.1. This Agreement supersedes and replaces all previous understandings or agreements related to its subject matter.
  • 15.2. Modification of Agreement:
    • 15.2.1. Any modifications to this Agreement must be made in writing and duly executed by both parties to be valid.
• 16. Survival:
  • 16.1. Continuing Effect:
    • 16.1.1. This Agreement shall remain in full force and effect at all times.
• 17. Successors and Assigns:
  • 17.1. Binding Obligations:
    • 17.1.1. This Agreement and the obligations of each party shall be binding on and inure to the benefit of their respective representatives, successors, and assigns.
    • 17.1.2. However, the rights and obligations of the "CLIENT" under this Agreement are not assignable without prior approval.
• 18. Severability:
  • 18.1. Enforcement of Remaining Terms:
    • 18.1.1. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect as if the invalid or unenforceable term had never been included.
• 19.Notices:
  • 19.1. Delivery of Notices:
    • 19.1.1. All notices required or provided under this Agreement must be in writing and delivered via:
      • 19.1.1.1. Personal delivery
      • 19.1.1.2. Certified mail with prepaid postage
      • 19.1.1.3. Recognized overnight delivery services
        • To:
        • easyTEK.technology, LLC (D.B.A. easyTEK.technology)
          ATTN: Chad S. Clark (Managing Member) or Michael C. Fisher (Managing Member)
          Address: 11052 Twenty Mile RD, APT 200,
          Parker, Douglas County, Colorado, 80134-5101, United States of America
          +1 720-807-4500 - Phone
          +1 720-817-3964 - Fax
          [email protected] - E-mail
• 20. No Implied Waiver:
  • 20.1. Non-Waiver of Terms:
    • 20.1.1. Failure by either party to enforce any term of this Agreement in one or more instances shall not be considered a waiver of any subsequent or continuing failure to perform or delay in performance of any term.
• 21. Headings:
  • 21.1. Headings for Convenience Only:
    • 21.1.1. The headings used in this Agreement are for convenience and organizational purposes only and do not impact the interpretation or intent of the provisions.
• 22. Attorney's Fees:
  • 22.1. Legal Costs:
    • 22.1.1. If any legal action is taken to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with the action.
• 23. Counterparts and Rights:
  • 23.1. Signing in Counterparts:
    • 23.1.1. This Agreement may be signed in counterparts, which together shall form one binding Agreement.

Updated on January 1, 2025 :: Agreement: ETT-AGREEMENT-0001-R01-2025-Service-Level-Agreement :: easyTEK.technology, LLC. All rights reserved.