Single Point Global Product-Specific Attachment For Cloud Applications and Helpdesk Support

[Version: 1.4]

The following additional terms and conditions are applicable to Sales Orders for Single Point Global’s Cloud Applications and Helpdesk Support:

DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the General Terms and Conditions.

“Estimated Availability Date” means the target date for delivery of Service.

“Access Information” means information that alone or together with other information, can provide access to any portion of Your Account, including but not limited to, Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will include any similar information for each of Your Users.

“Account” means the account created with Single Point Global in connection with this Agreement that relates to Your purchase or subscription to and use of Services by You and Your Users.

“Applicable Law” means any applicable foreign, federal, state or other laws, rules, regulations or interpretations of relevant Governmental Authorities or self-regulatory bodies.

“Beta Offerings” means any portion of the Services offered on a “beta” basis, as designated by Single Point Global, including but not limited to, products, plans, services, and platforms.

 “Data” means all data submitted by You or Your Users to Single Point Global in connection with the Services, including all content, material, IP and similar addresses, recordings, messages, software, Account Information and Account-related settings.

“Governmental Authority” means a government, regulatory organization, self-regulatory organization, court of competent jurisdiction or similar body.

“Helpdesk” means the support for You (Defined further in this agreement) company issued workstations, laptop, desktop, printers, thin clients, or mobile device a government, regulatory organization, self-regulatory organization, court of competent jurisdiction or similar body.

“PHI” means Protected Health Information which is individually identifiable health information.

“Services”, for the purposes of this PSA means Single Point Global’s Helpdesk support and provision of hosted applications, “Third-Party  Services, services, solutions, and other offerings (collectively, “Cloud Applications”) that are made available by Single Point Global from time-to-time in its discretion and subscribed to, purchased by, or used by You pursuant to a Sales Order.

“Renewal Term”, means the term upon which a Sales Order renews. Unless defined in the Sales Order, the Renewal Term is equal to the original term in the Sales Order. Items within a Sales Order that are defined as a Monthly or Annual Services are for invoice purposes only and do not reflect the Sales Order Service Term for those Services.

“Setup Fee(s)” means all setup fees related to the Services ordered pursuant to a Sales Order, as identified thereon, in accordance with Article 2.

“Third-Party Service” means any service, software as a service (SAAS), or product offered by a party that is not Single Point Global such as Microsoft, Amazon, Google, Cisco, etc.

“User” means any of Your employees, consultants or independent contractors to whom You grant permission to access the Services in accordance with Single Point Global’s entitlements procedures and this Agreement. “You” and “Your” means the individual or entity on whose behalf the Service is purchased.

“You” means the company identified on a Sales Order, and any of such company’s employees, consultants or independent contractors to whom the company grants permission to access the Services in accordance with Single Point Global’s access protocols and this Agreement.

“Your” means the individual or entity on whose behalf this Agreement is accepted.

ARTICLE 1. SERVICES; SCOPE; ACCESS; SECURITY.

1.1 Services. This PSA shall apply to Cloud Applications and Helpdesk support.  A further description of the Services is set forth in Schedule A-1 hereto which is incorporated herein by reference.

1.2 Access to Services. Subject to and in accordance with the terms of this PSA, including any schedules, Single Point Global grants You a non-exclusive, non-sublicensable, nontransferable, non-assignable, revocable license for the term set forth on the Sales Order to access and use the Services. Services may only be used by Your Users for internal business purposes only. You acknowledge and agree that the actions or omissions of any of Your Users with respect to the Services will be deemed to be actions or omissions by You and that any breach by any of Your Users of the terms of this PSA, including any Schedule, will be deemed to be a breach by You.

1.3. Account Information and Ownership. You agree to maintain accurate Account information by providing updates to Single Point Global promptly, but no later than ten (10) business days, when any of Your Account information requires change or updates, including any relevant Account contact information or employee headcount. Failure by You, for any reason, to respond within ten (10) business days to any inquiries made by Single Point Global to determine the validity, completeness, or accuracy of information provided by You will constitute a material breach of the PSA. You acknowledge and agree, and expressly consent, that in the event of any dispute regarding access to or legal ownership of any Single Point Global account or any portion thereof, including Your Account, Single Point Global will resolve such dispute in its sole discretion. In addition, in the event of such a dispute, Single Point Global may immediately suspend, alter or terminate any relevant account, including Your Account, or any portion thereof. You will reimburse Single Point Global for any legal fees and other fees incurred with respect to any dispute, audit, and legal release of information to a Governmental Authority or anyone else required by law regarding control or ownership of Your Account or Your Data. You acknowledge and agree that (i) the legal owner of Data on the Account is You, and not any individual User (except with respect to any such User’s personally identifiable information), including any Account contact registered with Single Point Global, regardless of any administrative designation (e.g., Administrator, Billing Contact, Owner, etc.) and (ii) Single Point Global may request any documentation it requires to establish ownership and rights to Your Account and any related Data; provided that any User with an administrative designation has the authority to bind You to any amendments, modifications or acknowledgements regarding this Agreement or otherwise relating to the Services.

1.4. Account Security and Activity. You acknowledge and agree that You are solely responsible for (i) maintaining the confidentiality and security of Your Access Information, and (ii) all activities that occur in connection with Your Account, whether initiated by You, by others on Your behalf or by any other means. You will notify Single Point Global immediately of any unauthorized use of Your Account, Access Information or any other actual or potential breach of security. You acknowledge and agree that Single Point Global will not be liable for any loss that You may incur as a result of any party using Your Access Information, either with or without Your knowledge and/or authorization. You further agree that You may be held liable for losses incurred by Single Point Global, any Single Point Global Party, or another party due to any party using Your Access Information. Single Point Global strongly recommends that You keep Your Access Information in a secure location, take precautions to prevent others from accessing it and change it when necessary to maintain its confidentiality and security. Single Point Global specifically disclaims all liability for any activity in Your Account, whether authorized by You or not.

ARTICLE 2. SETUP FEES

Once a Sales Order for Services has been fully executed by the Parties, Single Point Global will invoice Customer for all Setup Fee(s) as identified on a Sales Order. Customer will pay the Setup Fee(s) within thirty (30) days of the invoice date unless a payment schedule is specified in the applicable Sales Order.

ARTICLE 3. PROVISIONING INTERVAL

Following full execution of a Sales Order, Single Point Global shall notify Customer of the estimated availability date of the Services applicable to that Sales Order (“Estimated Availability Date”). Single Point Global shall use commercially reasonable efforts to make available the Service on or before the Estimated Availability Date; provided, however, that Single Point Global’s failure to provision by the Estimated Availability Date shall not constitute a breach of this PSA. If Helpdesk support is provided prior to the official release of Services to Customer, it will be provided on a best efforts basis and is not subject to any of the SLAs set forth in Schedule A-2 of this PSA.

ARTICLE 4. SERVICE COMMENCEMENT DATE

Single Point Global shall inform Customer when Services are available and performing in accordance with the “Technical Specifications” set forth in Schedule A-1 hereto (“Availability Notification”). Charges for Services shall begin to accrue as of the Service Commencement Date. The Service Commencement Date shall be earliest of: (A) the date on which Customer confirms receipt of and concurrence with the Availability Notification; (B) five (5) business days following the date of the Availability Notification, if Customer fails to notify Single Point Global that the Services does not comply materially with the specifications set forth in Schedule A-1 hereto; or (C) the date on which Customer first uses the Services. Helpdesk support may be provided prior to the Service Commencement Date upon request from the client, in which billing for Helpdesk support will begin immediately upon the first day of requested start date.

ARTICLE 5. Billing, Onsite Visits, Term, and Termination Charges.

5.1. Billing. Billing guidelines and references are covered under our Master Service Agreement located on our website at http://www.singlepointglobal.com/legal-terms-of-service/.

5.2. Onsite Visits. Our unlimited Helpdesk Service is provided on a remote basis only and is operated out of our support operations center in Ashburn, Virginia. Helpdesk does not include onsite visits. Unless a different rate is stated on the Sales Order, all onsite information technology service requests for our “Unlimited Helpdesk Product” or “IT Server & Network Support Product” are billed at two hundred ($200.00) dollars per employee per hour. Single Point Global makes no guarantee that any work performed as part of our Helpdesk Service will reach a resolution. Customer is responsible for onsite visit invoice(s) whether IT resolution is achieved or not. All onsite requests must be submitted to our support system at support@singlepointglobal.com.

5.3. Term. The charges set forth or referenced in each Sales Order have been extended to Customer in reliance on the Service Term set forth therein. To the extent that a Service Term has not been expressly set forth in a Sales Order, the minimum Service Term for Services is thirty-six (36) months

(a) Monthly Plan Service Term. For a monthly plan for the Services with Single Point Global (“Monthly Plan”), the Initial Term of a Services is the period commencing on the Service Commencement Date through the remainder of that calendar month. A Renewal Term for a Monthly Plan is defined as one (1) calendar month beginning at the end of the Initial Term and each subsequent calendar month thereafter

(b) Annual Plan Agreement Term. For an annual plan for the Services with Single Point Global (“Annual Plan”), the Initial Term of the Services is the period commencing on the Service Commencement Date through the remainder of that calendar month and continuing through the next twelve (12) calendar months (for example, an Annual Plan that begins April 14th will continue until April 30th of the following year), unless the Parties have agreed in the Sales Order to a longer term. A Renewal Term for an Annual Plan of a Schedule is defined as the twelve-month period beginning at the end of the Initial Term and each subsequent twelve-month period thereafter.

(c) Third-Party Pricing Adjustment. SPG has no control over in-term Third-Party Service pricing adjustments or changes. The pricing adjustments or changes will be passed through to You at the increase provided by Third-Party. Any dispute in pricing adjustment must be submitted by You to the Third-Party Service provider. Single Point Global will make best efforts to support You with Your claim to Third-Party.

5.4. Termination Charges. In the event Customer terminates Service following Single Point Global’s acceptance of the applicable Sales Order, but prior to the end of the applicable Service Term, Customer shall pay Termination Charges equal to 100% of the monthly or annual recurring charges remaining for the Services through the end of the Service Term

ARTICLE 6. USE OF THE SERVICES.

6.1. Internal Use. You will only use the Services for Your own internal business, non-residential and non-personal use. You acknowledge and agree that except with respect to Users, You will not allow any third party, including Your vendors and service providers, to access or use the Services unless such third party is allowed access for the purpose of providing authorized customer support services.

6.2. Restricted Activities. You will not (A) use any Service for any purpose outside the Service’s scope, features, and function set, (B) use any Service for third-party training, (C) use any Service as an application service provider or service bureau, unless You have entered into a separate written agreement with Single Point Global to provide such services, (D) use any Service for timesharing or rental, (E) use any Service to design software, products, services, or other materials with similar or competitive functionality for any purpose, including distribution to third parties, (F) except with respect to Your Data, duplicate any portion of the Services or display, distribute, publish, or otherwise disclose any Service; (G) use any of the Services to interface with any other service or application that is outside the scope of intended use; (H) decompile, disassemble, or otherwise reverse engineer any portion of the Services; (I) make any modification or interface to any Service that is not specifically authorized by Single Point Global without prior written consent of Single Point Global; (J) resell or sublicense any portion of the Services, and any purported resale or sublicense will be void; and (K) store, maintain, or use on or through the Service any “Protected Health Information” or “PHI” as those terms are defined in the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder, as each may be amended from time to time, unless a formal business associate agreement has been executed between Single Point Global and You. You may not access the Services for purposes of monitoring their performance, availability, or functionality, or for any other benchmarking or competitive purposes, without Single Point Global’s prior written consent. You may not, without Single Point Global’s prior written consent, access the Services if You are a direct competitor of Single Point Global.

6.3. Applicable Law. You acknowledge and agree that access and use of the Services may be restricted or limited as a result of Applicable Laws and that You will not use, or allow the use of the Services in contravention of, and will comply with, any Applicable Law. You represent that You and Your Users are not named on any Governmental Authority list of persons or entities prohibited from receiving exports, and (ii) You will not permit Users to access or use Services in violation of any export embargo, prohibition or restriction. You acknowledge and agree that that it is Your sole responsibility to use the Services and ensure that your Users use the Services in a lawful manner.

ARTICLE 7.  YOUR DATA; FEEDBACK.

7.1. Submission of Your Data. Any Data You provide to Single Point Global in connection with the Services must comply with Single Point Global’s Acceptable Use Policy, available at https://www.singlepointglobal.com/legal (“AUP”). Any Data You provide to Single Point Global in connection with the Services shall not be PHI, unless a formal business associate agreement has been executed between Single Point Global and You. Attempting to place or transmit, or requesting placement or transmission, of Data that does not comply with the AUP or is PHI will be a material breach of this Agreement. Single Point Global may, in its sole discretion, reject or remove Data that You have used or attempted to use with respect to the Services. You represent and warrant that any Data uploaded or otherwise made available to the Services by or through You will be free of any and all malicious code, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, computer viruses and mechanisms that may disable or negatively impact the Services or Single Point Global’s servers. You further represent and warrant to Single Point Global that You have the right to use any patented, copyrighted, trademarked, proprietary or other material in connection with Data that You use, post, or otherwise transfer or transmit with respect to the Services, and Single Point Global’s use of any such material in connection with Data will not infringe a third party’s intellectual property rights.

7.2. Public Disclosure of Data. You are solely responsible for ensuring that You do not accidentally make any private Data publicly available. Any Data made public may be publicly accessible through the internet and may be crawled and indexed by search engines or other third parties. By making any Data publicly available on any of the Services You affirm that You have the consent, authorization or permission, as the case may be from every person who may claim any rights in such Data to make such Data available in such manner.

7.3. Data Takedown. By making any Data publicly available in the manner aforementioned, You expressly agree that Single Point Global will have the right to block access to or remove such Data made available by You, if Single Point Global receives complaints, inquiries or notices concerning any illegality or infringement of rights in such Data. You expressly consent to determination of questions of illegality or infringement of rights in such Data by the agent designated by Single Point Global for this purpose.

7.4. Filtering. Single Point Global may employ various filtering methods to reduce unwanted content, such as SPAM e-mail, from reaching Your Single Point Global Account. You acknowledge and agree that such methods may prevent legitimate content from reaching Your Account and that Single Point Global will not be liable therefor.

7.5. Control. Single Point Global is not obligated to exercise control over the content of information, including Your Data, passing through Single Point Global’s Services, systems, or network, except any controls expressly provided in this PSA.

7.6. Feedback. Any feedback, suggestions, testimonials, endorsements, information or materials conveyed to Single Point Global by You or Your Users in connection with the Services shall be collectively deemed “Feedback.” You agree to grant and hereby grant to Single Point Global a non-exclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback without restriction; provided that any use of such Feedback by Single Point Global will not identify You or Your User as the source of such Feedback.

ARTICLE 8. BETA OFFERINGS. The applicable SLA does not apply to any beta offerings made available by Single Point Global (“Beta Offerings”). Notwithstanding anything else set forth in this Agreement, Single Point Global does not make any representations or warranties regarding any Beta Offering or the integrity of any data stored in connection with any Beta Offering. You are strongly discouraged from using any Beta Offering in connection with sensitive data. Single Point Global may, in its sole discretion, change or terminate any Beta Offering without notice and does not represent or warrant the result of any such action. Single Point Global may, in Single Point Global’s sole discretion, convert any Beta Offering to a paid service upon notice to You. To avoid incurring increased charges following such a conversion, You must terminate (i) the individual converted service (if possible) by contacting Single Point Global as directed in the conversion notice, or (ii) if You subscribe to no other services under Your Account, the entire Account, pursuant to Article 6 of this PSA.

ARTICLE 9. THIRD-PARTY SERVICES.

Single Point Global may link to or offer Third-Party Services on Single Point Global’s Website or otherwise through the Services. Any purchase, enabling, or engagement of Third-Party Services, including but not limited to implementation, customization, consulting services, and any exchange of Data between You and any Third-Party Service, is solely between You and the applicable Third-Party Service provider and is subject to the terms and conditions of such Third-Party Provider. Single Point Global does not warrant, endorse or support Third-Party Services and is not responsible or liable for such Services or any losses or issues that result as Your use of such services. If You purchase, enable or engage any Third-Party Service for use in connection with the Services, You acknowledge that Single Point Global may allow providers of those Third-Party Services to access Your Data used in connection with the Services as required for the interoperation of such Third-Party Services with the Services, and as further described in our Privacy Policy, available at https://www.singlepointglobal.com/legal. You represent and warrant that Your use of any Third-Party Service signifies Your independent consent to the access and use of Your Data by the Third-Party Service provider, and that such consent, use, and access is outside of Single Point Global’s control. Single Point Global will not be responsible or liable for any disclosure, modification or deletion of Data resulting from any such access by Third-Party Service providers.

ARTICLE 10. HARDWARE, EQUIPMENT, AND SOFTWARE. Unless purchased from Single Point Global or one of its affiliates pursuant to a separate written agreement, You are responsible for and must provide all hardware, software, services and other components necessary to access and use the Services. Single Point Global makes no representations, warranties, or assurances that third party hardware, software, services and other components will be compatible with any Service. Single Point Global reserves the right to change or upgrade any equipment or software that it uses to provide the Services without notice to You. Single Point Global will install security patches, updates, upgrades and service packs (“Updates”) as it determines in its sole discretion, and reserves the right, but not the obligation, to roll back any Updates. Updates may change system behavior and functionality and as such may negatively affect the Services used by You. Single Point Global cannot foresee nor be responsible or liable for service disruption or changes in functionality or performance due to Updates. Single Point Global is not responsible or liable for issues that may arise from incompatibilities between Your Data and use of the Services and any Update or hardware or software change or configuration, regardless of whether discretionary or requested.

ARTICLE 11. TECHNICAL SPECIFICATIONS; SERVICE LEVEL AGREEMENT

The technical specifications applicable to the Service are set forth in Schedule A-1 hereto. The service level agreement applicable to the Service is set forth in a Schedule A-2 hereto.

SCHEDULE A-1
SERVICE DESCRIPTIONS AND TECHNICAL SPECIFICATIONS SINGLE POINT GLOBAL CLOUD SERVICES

Single Point Global’s Cloud Application Service (for purposes of this Schedule A-1) will be provided in accordance with the service descriptions, technical specifications set forth below:

Service(s)

1. Unlimited Helpdesk. 24/7/365 End user support including support of You provided printers, workstations, laptops, desktops, & mobile devices. End user personal items not provided by You are not supported.
2. Helpdesk Lite. 24/7/365 end user account support including reseting of Hosted Exchange passwords, Active Directory, Azure AD, and Google.
3. Hosted Exchange.Hosted Exchange offers business-grade email, calendar and contacts. Fully integrated and mobile, it unlocks the power of Outlook to help make your business more competitive and agile. It’s a key component of our Office in the Cloud suite. This is delivered either by Third-Party vendors Office365, Google, or Intermedia.
4. Email Archive. Email Archive helps keep your email securely archived and easily accessible using our control panel. It offers the preservation, protection and restoration features that your business needs to help safeguard intellectual property, facilitate compliance, and speed eDiscovery. This is delivered either by Third-Party vendors Office365 or Intermedia.
5. ShareSync offers simple, secure, cloud-based backup with folder and file sharing. You can even share with people who don’t have it installed. And ShareSync boosts mobility by keeping files and folders backed up up-to-date and accessible through Mac, Windows, iPhone, iPad, Android, Windows Phone, BlackBerry—or through a web browser. This is delivered by Third-Party vendor Intermedia.
6. Cloud Server(s). Cloud Server(s) is a highly available multitenant platform that’s architected specifically around superior performance, availability and data protection. Cloud Server is designed to keep you focused on your applications and your middleware. You’ll never have to worry about virtualization, server hardware or datacenter facilities. This service is delivered by Single Point Global or Third-Party vendors including Azure, Amazon, or Intermedia. You may request Single Point Global to deliver this Service with a specific vendor.
7. Dual Factor Authentication for Third Party Apps or Cloud Servers.
8. Office including OneDrive. Get the latest versions of Word, Excel, PowerPoint, Outlook and more. Powered by Office 365, Office Apps is available for desktops, mobile devices, and the web. Available through a flexible monthly subscription, Office Apps is always up-to-date, integrated with our Office in the Cloud suite of services. This service is delivered by Third-Party vendors Intermedia and Office365.
9. Bitdefender or Security AV Manager. Bitdefender delivers robust security you can rely on. With a global security delivery infrastructure protecting half a billion users, visionary solutions, and a wealth of awards, we have been a trusted security provider since 2001.
10. SolarWinds N-Central & Connectwise Automate. SolarWinds N-Central and Connectwise Automate are powerful patch and asset management systems that include many features like monitoring, remote control, and software deployment across workstations & servers.

SCHEDULE A-2
SERVICE LEVEL AGREEMENTS

Intermeida SLAs – https://www.intermedia.net/legal/agreements

Office365 Service SLA’s – http://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeId=37  

Helpdesk Support – Hours of Operation

The Help Desk is open 24/7/365 via phone support. Email Support requests are supported between 7:00 a.m. – 7 p.m. EST Monday – Friday during normal business days.

How to Contact the Help Desk

Portal: https://my.spgportal.com

Email: support@singlepointglobal.com

Phone: 703.348.8415 or 888.231.9317 – Use Phone for Emergencies!!

Response and Resolution Times

Response Time: Measured from ticket submittal until the appropriate assigned tech replies for the first time. Note: The auto-generated confirmation email sent to the requester does not fulfill the response time requirement.

Resolution Time: Measured from ticket submittal until the issue is resolved*.

The table below provides examples of ticket types and promised times based on priority. Urgency and customer impact determine the priority level.

SPG strives to uphold the above times for 96% of all Help Desk tickets.
*Resolution includes temporary fix or work-around solution.

Customer Responsibilities

Creating a Help Desk ticket starts a conversation with the goal of resolving an issue.

• Provide detailed information regarding the issue. For example, include the web address or specific software or hardware in question and the location within a building. The name of the hardware, if it is named, is also very important.
  Note: You can add details to your ticket anytime by using the link sent in the auto-generated email or logging in to the Help Desk portal
• Provide preferred contact method
• Make every effort to be available to communicate with the tech.
  • When a tech requests information from you, your ticket will go on hold.
  • After 1 business day, you will receive an email reminder and request for update.
  • After 2 business days, with no response, a final email will be sent to inform you that your ticket has been archived.
  • You can reply anytime, even after it has been archived, to keep the ticket active.
• Check the Help Desk portal for emergency notifications or upcoming maintenance.

How the System works

• The system is the same for every client and operates as follows:
  • Each submitted ticket at 45 minutes, that has not been responded to, is highlighted orange and notifies the helpdesk manager of a pending SLA violation. Any ticket that reaches over an hour initial response turns red and notifies SPG management.
  • All tickets, when waiting for a client response back to SPG, must be followed up on every 24 hours. Any ticket reaching 23 hours without response turns orange and notifies the helpdesk manager of pending SLA violation. Any ticket that reaches over 24 hours without SPG follow up to client turns red and notifies SPG management.
  • Each Queue (level1-3), for standard tickets, turn orange and notify the helpdesk manager when a ticket has not been responded to within 3 hours and 45 minutes after the initial 1-hour response has been met.
  • Tickets marked with an emergency (service down issue) must be responded to every 1 hour with an update to client.

Helpdesk SLA Violation Credit Table