By accepting the Proposal between you (“Client”) and Small Firm Secure (“Small Firm Secure”), you are accepting these Terms of Service as of the date of Proposal is signed or agreed to by you (“Effective Date”).

1. Services Provided.  Small Firm Secure shall provide for Client the professional and technical services (the “Services”) specified in a Caring IT Proposal (the “Proposal”), which may include (1) Implementation; (2) Security Services; and (3) 30 days of Technical Support for any issues related to the implementation of specified services.  These Terms of Service are hereby incorporated by reference into the Proposal. Any inconsistency between the language of the Proposal and these Terms of Service shall resolved in favor the language in the Proposal.

1.1 Implementation.  During Implementation, Small Firm Secure shall (1) inspect Client desktop or laptop computer; (2) make recommendations on improving environment; (3) deploy Small Firm Secure agent software application for included Security Services; and (4) document environment for use when providing support.

1.2 Management and Monitoring Services.  Small Firm Secure shall provide remote system management to Client twenty-four (24) hours a day, seven (7) days a week (“Security Services”), except for limited downtime. Security Services include automated patch management and maintenance, management of anti-virus solutions and monitoring of system alerts.   Small Firm Secure shall use systems and software selected at its discretion to conduct Security Services and will seek to notify Client of any expected downtime. Small Firm Secure shall not be responsible for any inability to perform Security Services attributable to connectivity problems or actions taken by clients, such as moving, tampering with or removing the monitoring software.

1.3 Technical Support.  Small Firm Secure shall provide support on newly installed AntiVirus Software for a period of no more than 30 days after installation.

1.3.1 Onsite and Remote Service Desk Support. Small Firm Secure shall provide Client with a phone number for telephone Service Desk support to assist in resolving problems for covered period. Small Firm Secure shall staff the Service Desk from 8:00 AM to 5:00 PM (central time) Monday through Friday, excluding federal holidays.

1.4 Services Not Covered.  Small Firm Secure does not provide Management and Monitoring Services for any device or software that is greater than five (5) years old or running an operating system that has already passed it’s official end of life.  Small Firm Secure is not responsible for compliance with any privacy or data security law, regulation or industry standard. Support does not include software application or hardware training support for Client’s employees or related third parties.  Small Firm Secure shall not be held liable for any security breaches, unauthorized access, data loss, data theft, identity theft, ransomware, malware, or any other cybersecurity related incident.  Small Firm Secure recommends Client obtain a cyber liability insurance policy from their current insurance provider as an additional protective measure.  

1. Fees and Payment.  Client shall pay Small Firm Secure the fees set forth in the Proposal and shall reimburse Small Firm Secure for out-of-pocket expenses reasonably incurred in the course of Small Firm Secure’s performance under this Agreement. Client is responsible for all sales, use, excise and other taxes and governmental charges which Small Firm Secure is at any time required to pay or collect in connection with Services or deliverables furnished under this Agreement.

2.1 Additional Expenses. Client shall pay for any additional services, hardware, or software Client orders from Small Firm Secure outside of this Agreement.  Extra services and products will be billed to Client in accordance with Small Firm Secure standard billing practices and payment terms. Prior written approval from Client for additional services is not necessary.

2.2 Monthly Invoices. Unless otherwise specified in the Proposal, Small Firm Secure shall invoice Client for services in one (1) month increments. Small Firm Secure shall issue invoices to Client on a monthly basis. Client shall pay all such invoices by the tenth (10) day of the month the invoice is issued. If Small Firm Secure undertakes collection efforts due to any default in payment, Client shall be liable for all costs of collection, including Small Firm Secure’s attorney’s fees.

2.3 Changes to Fees and Users.  Small Firm Secure may modify service pricing at any time. Small Firm Secure shall notify Client thirty (30) days before the costs are incurred..

2.4 Disputed Charges. Client shall notify Small Firm Secure of any disputed charges within thirty (30) days of receipt of the invoice containing the disputed charge. Failure to notify Small Firm Secure accordingly will result in a waiver of Client’s right to any modifications of or credits to that invoice.

1. Term and Termination.

3.1 Term. This Agreement remains in effect for twelve (1) month from the Effective Date of this Agreement. This Agreement will automatically renew for an additional month term unless either party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the current term.

3.2 Termination for Nonpayment. If Client fails to make any payment owed to Small Firm Secure under this Agreement, Small Firm Secure’s obligations to Client under this Agreement shall automatically terminate, without need for any notice by Small Firm Secure.

3.3 Effect of Termination. Termination of this Agreement will relieve Small Firm Secure of all obligations to provide Services to Client. However, in the event of termination by either party, Client shall remain obligated to make full payment on any invoices from Small Firm Secure for services or hardware provided by Small Firm Secure prior to the effective date of the termination.

1. Confidential Information.

4.1 Definition. “Confidential Information” means any material, data, or information in whatever form or media of a party to this Agreement that is provided or disclosed to the other, including the following categories of information whether disclosed orally or in writing, regardless of whether marked as confidential: algorithms, source code, specifications, software, test results, technical know-how, medical information or analysis, business or marketing plans, pricing, network configurations, network architecture, financial and operational information, trade secrets, and other matters relating to the operation of the parties’ business. The parties shall treat the terms of this Agreement as Confidential Information, except as described in section 9.4.

4.2 Obligations.  All Confidential Information belonging to one party and disclosed to the other party remains the sole property of the disclosing party, and its confidentiality will be maintained and protected by the recipient with the same effort used to protect its own Confidential Information, which degree of effort must be reasonable. Each party agrees to take all necessary measures to prevent any such unauthorized use and disclosure by its employees, agents, contractors, dealers or consultants, which parties must be subject to obligations of confidentiality under this Agreement. The parties agree not to use each other’s Confidential Information for any other purpose than as contemplated by this Agreement. Upon termination of this Agreement, each party shall comply with any request to return or destroy the other party’s Confidential Information.

4.3 Exceptions.  Confidential Information does not include information which: (a) becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure and had not been subject to limitations on disclosure; (c) is disclosed hereafter to the receiving party by a third party when the receiving party has no knowledge of any impropriety; (d) is developed independently; or (e) is generally furnished by the disclosing party to others without restriction on confidentiality. This Agreement will not prevent either party from disclosing the other party’s Confidential Information to the extent required by a judicial order or other legal obligation, provided that the receiving party shall promptly notify the other party in writing and in advance of such disclosure to provide the other party the opportunity to contest or minimize the scope of disclosure.

1. Non-solicitation. Client shall not, during the term or within six (6) months following the termination of this Agreement, hire, employ or otherwise engage, directly or indirectly, any technical employee of Small Firm Secure who participated in the rendering of Services to Client under this Agreement or any Proposal.  If Client violates this provision, Client shall pay Small Firm Secure a service charge equal to two (2) times the annual salary of the technician hired, due upon Client’s hiring of the employee.
2. Indemnification. Client shall defend, indemnify and hold harmless Small Firm Secure from and against any and all claims, obligations, losses, liabilities, and expenses of any kind, including reasonable attorneys’ fees, which Small Firm Secure might incur as a result of any third-party claim based on the Services provided to Client under a Proposal or these Terms of Service.
3. Use of Client’s data. Small Firm Secure may share Client’s Data 1) in order to comply with any applicable law, regulation, subpoena, court order or enforceable governmental request 2) to detect, prevent, or otherwise address fraud, security or technical issues; or 3) to protect against harm to the rights, property or safety of Small Firm Secure or the public as requested or permitted by law.
4. Warranties. 

5.1 Services Warranty. Small Firm Secure represents and warrants that the Services it performs under this Agreement will be performed in a manner consistent with industry standards.

5.2 Limitation of Warranties. Other than described in this Section, ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE, COMMON LAW OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE, TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE, ARE EXCLUDED FROM THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. SMALL FIRM SECURE DOES NOT GUARANTEE ANY PARTICULAR SERVICE LEVEL.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 OF THIS AGREEMENT, SMALL FIRM SECURE DOES NOT OFFER, AND SPECIFICALLY DISCLAIMS, ANY WARRANTY OF ITS OWN, EXPRESS OR IMPLIED. SMALL FIRM SECURE DOES NOT PROVIDE ITS OWN WARRANTIES FOR HARDWARE OR THIRD PARTY SOFTWARE UNDER THIS AGREEMENT. SMALL FIRM SECURE DOES NOT WARRANT THAT CLIENT’S NETWORK, HARDWARE, DATA, OR SOFTWARE WILL BE PROTECTED FROM FAILURE OR SECURITY BREACH. SMALL FIRM SECURE DOES NOT WARRANT THAT CLIENT’S DATA OR DATA INTEGRITY WILL BE PRESERVED OR PROTECTED FROM FAILURE OR SECURITY BREACH.

SMALL FIRM SECURE DOES NOT PROVIDE ANY WARRANTY FOR ANY HARWARE IT PROCURES ON BEHALF OF CLIENT. THE ONLY APPLICABLE WARRANTY ON ANY SUCH HARDWARE IS THE WARRANTY, IF ANY, PROVIDED BY THE MANUFACTURER OF SUCH HARDWARE.

1. Limitation of Liability. All causes of action arising out of or relating to this Agreement shall expire unless brought within one (1) year after the first date of performance or breach which gives rise, in whole or in part, to the claim. SMALL FIRM SECURE SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, OR CONSEQUENTIAL DAMAGES RELATED TO DATA BREACH CAUSED BY MALWARE RANSOMWARE OR OTHER BREACH OF CLIENT’S SYSTEM; DATA THEFT, LOSS OR DESTRUCTION; DELAYS IN SERVICE; DATA BACKUP FAILURE OR CORRUPTION; HARDWARE FAILURE; VIOLATION OF ANY DATA PRIVACY OR SECURITY LAW REGULATION OR INDUSTRY STANDARD OR ANY OTHER LOSS, UNAVAILABILITY OR CORRUPTION OF CLIENT’S DATA, SYSTEMS OR HARDWARE.  IN NO EVENT SHALL SMALL FIRM SECURE’S AGGREGATE LIABILITY UNDER OR AS A RESULT OF THIS AGREEMENT, EXCEED THE LESSER OF THE TOTAL PAYMENTS ACTUALLY MADE TO SMALL FIRM SECURE BY CLIENT UNDER THIS AGREEMENT OR THE FEES PAID TO SMALL FIRM SECURE FOR THE PORTION OF SERVICES GIVING RISE TO THE CLAIM.
2. Miscellaneous. 

6.1 Choice of Law and Dispute Resolution. This Agreement will be construed and interpreted under the laws of the State of Minnesota, excluding its conflicts of law doctrine. Any claim arising from or related to this Agreement must be brought in the state or federal courts located in Minneapolis, Minnesota.  Prior to either party commencing any formal legal proceeding, officers for each party shall meet in person in an attempt to resolve the dispute in good faith.  Client shall not join any claims in any forum with the claim of any other Client. Client shall not pursue any claim in any forum as a class representative or as a member of any putative class.

6.2. Entire Agreement. This Agreement, including the Proposal, comprises the entire agreement between the parties relating to this subject matter.  This Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may be executed in several counterparts, each which will be deemed to be an original, and all of which, when taken together, will constitute one and the same instrument.

6.3 Publicity Rights. Client grants to Small Firm Secure a limited right to use Client’s logo on Small Firm Secure’s website. Small Firm Secure may publish a press release relating to the relationship between the parties subject to Client’s prior written consent, which consent shall not be unreasonably withheld or delayed.