LT Help Desk Standard - Service Agreement

This LT Help Desk Standard is a IT Service Plan provided by PDS TECHNOLOGY ADVISORS, LLC ("LT MEDICAL") of 302 WASHINGTON ST #150-6785, SAN DIEGO, California 92103. This agreement outlines the responsibilities between LT Medical ("Service Provider) and you, an authorized representative of the company, the Service Recipient.

Whereas Service Recipient is the owner/lessor/licensee of a certain Computer System (hereinafter defined) for which Service Recipient desires Service Provider to perform certain Services (hereinafter defined); and

Whereas Service Provider desires to perform such Services on the terms and conditions set forth in this Agreement.

Now, therefore, in consideration of the mutual promises set forth herein, the parties agree as follows:

DEFINITIONS. For purposes of this Agreement, the following definitions shall apply:

(a) "Computer System" shall mean the computer hardware, identified by model and serial numbers

(b) "Services" shall mean the Operation, Maintenance and Management of the Computer System, specifically defined in Description of Services.

(c) "Operation" shall mean the operation of the Computer System, including, but not limited to manipulation and computation of data by the Computer System, the outputting of such manipulated and computed data by the Computer System, and communication between elements of the Computer System.

(d) "Maintenance" shall mean remedial maintenance and preventive maintenance of the Computer System.

(e) "Management" shall mean the scheduling of the use of the Computer System, procurement of supplies and spare parts therefor, and recommendation of changes and additions thereto.

(f) "Up-Time" shall mean total time, during any calendar week, that the Computer System is available for Operation during the time scheduled for Operation divided by the total time scheduled for Operation during such calendar week.

SERVICE PROVIDER RESPONSIBILITIES:

(a) During the term hereof, Service Provider shall perform Services shall be performed by Service Providers employees, acceptable to the Service Recipient, who are skilled in the Operation and Maintenance of the Computer System.

(b) The Computer System shall be available for Operation during the hours of 8AM through 5PM, Monday through Friday, excluding legal holidays recognized in the city where Service Recipient company is located.

(c) Service provider will make a best effort to resolve technical issues in a reasonable amount of time. Standard Cases have a 24 hour response objective. Priority cases have a 4 hour response objective.

(d) Service provider will provide service recipient with access to phone support as well as an online ticket system. Service recipient understands that the phone support is provided through a call back system. Service recipient will leave a brief message describing the nature and severity of the issue in the event a technician is unavailable to directly take the call. Service Recipient will also have the ability to submit tickets through LTMedical.net.

(e) Reasonable use. ADD evaluates customer usage in comparison to typical levels of permissible usage engaged in by legitimate customers (residential use under residential service plans, small business use under small business service plans, or affiliate use under co-branded service offers or plans).

(f) Service Location. Service recipient understands that services are provided remotely. Service Provider makes not guarantee of onsite service but may choose to do so solely at its discretion.

SERVICE RECIPIENT RESPONSIBILITIES:

(a) Agrees to abide by the Managed Service agreement set forth in https://ltmedical.net/lt-help-desk-standard/

PAYMENT. Payment shall be made to LT Medical by the due date provided in the invoice on your account. Payments may be made online via credit/debit card or mailed to LT Medical, 302 Washington St #150-6785, San Diego, CA 92103.

If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 20 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. Service Recipient shall pay all costs of collection, including without limitation, reasonable attorney fees.

In addition to any other right or remedy provided by law, if Service Recipient fails to pay for the Services when due, LT MEDICAL has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.

TERM. This Agreement will remain in effect for a period of 30 DAYS. Agreement is automatically renewed every 30 days.

In the event of any termination/cancellation of this Agreement, Service Provider may:

(1) Declare all amounts owed to it hereunder to be immediately due and payable;

(2) Enter Service Recipient's premises and repossess all supplies, spare parts and other items supplied by Service Provider hereunder for which payment has not been received by Service Provider; and

(3) Cease performance of all Services hereunder without liability to Service Recipient.

(d) The foregoing rights and remedies of each party hereto shall be in addition to all other rights and remedies available to them in law and in equity; but the liquidated damages as stated below shall be Service Recipient's exclusive remedy for Service Provider's failure to maintain the uptime of the Computer System.

WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by LT MEDICAL in connection with the Services will be the exclusive property of LT MEDICAL. Upon request, Service Recipient will execute all documents necessary to confirm or perfect the exclusive ownership of LT MEDICAL to the Work Product.

CONFIDENTIALITY. LT MEDICAL, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of LT MEDICAL, or divulge, disclose, or communicate in any manner, any information that is proprietary to Service Recipient. LT MEDICAL and its employees, agents, and representatives will protect such information and treat it as strictly confidential. LT Medical will destroy any proprietary information of the Service Recipient within 30 days of termination.

WARRANTY. LT MEDICAL shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in LT MEDICAL's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to LT MEDICAL on similar projects.

Service Provider warrants that the Services shall be of good quality and workmanship and in accordance with acceptable procedures for the Computer System, and that the Computer system will meet the specifications therefor.

EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN, SERVICE PROVIDER DOES NOT WARRANT THE SERVICES PERFORMED HEREUNDER OR THE ACCURACY OR CORRECTNESS OF THE RESULTS OF THE SERVICES, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) TITLE; 8) MARKETABILITY; 9) PROFITABILITY; 10) SUITABILITY; AND/OR 11) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:

a. The failure to make a required payment when due.

b. The insolvency or bankruptcy of either party.

c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

d. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
Either party may terminate this agreement at any time. Upon termination, both companies agree to indemnify and hold harmless.

FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of California.

NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

LIMITATION OF LIABILITY.

The Service Recipient agrees, to the fullest extent permitted by law, to limit the liability of LT Medical to the Service Recipient for any and all claims, losses, costs, expenses, or damages of any nature whatsoever, including attorney and expert-witness fees and costs, from any cause or causes, so that the total aggregate liability to the Service Recipient shall not exceed the invoiced amount.
It is intended that this limitation apply to any and all liability or causes of action however alleged or arising, unless otherwise specifically prohibited by law.