080218

MASTER LETTER OF ELECTION


VERSION 080218

Standard Technician Services:
The ProsLink, Inc. (hereafter referred to as ProsLink) Technician rate for service is $100 per hour. Reduced rates are available if pre-paying for blocks of time consisting of 5 hours or more. This price represents the labor aspect of service and does not reflect the equipment necessary to accomplish Client goals. Labor hours may be used for support- related requests or projects at the request of the Client. Appointments scheduled outside normal business hours (Monday through Friday from 8am to 5pm) will be subject to time-and-a-half billing. Emergency (same day) service, as well as weekend service requests are subject to double billing rates. On-site technician time is assessed from the point the technician leaves the ProsLink main office until he returns. ProsLink is not liable for coincidental hardware or software related problems with customer premise equipment which may occur during ProsLink maintenance. It is ProsLink’s policy to give proper notification of any known risk (such as data loss, server down-time, etc…) that may be involved in our maintenance procedures and proceed ONLY with the explicit authorization of the customer. One hour minimum service time is billed per service request. Service time is assessed in one-hour increments thereafter. Rate for hourly service is subject to change at any time.

Pre-paid Technician Service Hours:
When executed, this section applies to a Service Type Election for Pre-paid Technician Service Hours. Pre-paid labor hours may be used for service and support-related requests for all of ProsLink’s services and products at the client’s discretion. All terms and conditions of our Standard Technician Services (see above section) are applicable. Service time is assessed in 15-minute increments.

Flex Support Technician Service Hours:
When executed, this section applies to a Service Type Election for Flex Support. Flex Support labor hours may be used for service and support-related requests for all of ProsLink’s services and products at the client’s discretion. Labor hours left over from a previous month do not accumulate or rollover to the succeeding month. Client who uses more than their allotted time per month will be billed at normal hourly rate minus 25%. All terms and conditions of our Standard Technician Services are applicable. Service time is assessed in 15-minute increments.

Maintenance Agreement:
When executed, this section applies to a Service Type Election for a Maintenance Agreement. ProsLink will respond to all maintenance requests within four business hours of receiving the request. For some hardware/software problems, ProsLink may require the client to perform certain actions in order to help diagnose and/or fix the immediate problem presented. Client agrees to perform the requested tasks. Maintenance Agreements do not include the following: 1)Physical repair of printers or monitors 2)Training of third-party software or applications 3)Support or physical repair of FAX or Copier Machines 4)Support or physical repair of telephones or telephone systems 5)Support of network printers unless listed in a maintenance agreement 6)Installation or physical repair of data cabling, Ethernet wiring, phone wire, or electrical wiring 7)Installation and support of third party software or applications unless listed in the maintenance agreement 8)Installation of new equipment/hardware unless replacing an existing item currently under maintenance which will be promptly removed 9)Transportation or moving of devices covered under a maintenance agreement to another facility or physically separate building from where they are currently located 10)External peripherals are not supported (i.e. scanners, PDAs, Smart Phones, webcams, MP3 players, external hard drives, external CD-ROM drives, speaker systems, or any proprietary external peripheral). If any item is not specifically mentioned, it is not included.

Co-Location Service Agreement:
When executed, this section applies to a Service Type Election for a Co-Location Service Agreement. Prior to installation, the customer should meet with the ProsLink technicians who are responsible for co-located equipment. Dedicated Internet bandwidth for co-location equipment may be purchased in addition to the shared burstable bandwidth that may have been provided with your Co-Location Service Agreement. Dedicated Internet bandwidth will guarantee your equipment a certain amount of bandwidth as specified in a Service Type Election for a Co-Location Service Agreement. If any item is not specifically mentioned, it is not included. All above terms, conditions, and the ProsLink Acceptable Use Policy (http://www.proslink.com/aup/) are applicable in full to all Co-Located devices.

Hardware & Software Sales Agreement:
When executed, this section applies to a Service Type Election for a Hardware & Software Sales Agreement. ProsLink makes no warranties, express or implied, regarding the quality or functionality of the products. ProsLink accepts no liability for damage caused by defective or malfunctioning products. In case of defect or malfunction, the product may be repaired or replaced by the manufacturer in accordance with the manufacturer’s warranty. ProsLink will assist with defective or malfunctioning equipment for 30 days from the date of install at no charge to the undersigned. If ProsLink’s assistance is requested after 30 days, the undersigned will be billed at our normal hourly rates. In the event the Customer chooses not to purchase after delivery, or to return the equipment listed in the Hardware & Software Sales Agreement, a 25% restocking fee will be assessed. No returns of any kind are allowed after 30 days. Shipping charges will apply to all items and will not be known until time of purchase.

Hardware Rental Agreement:
When executed, this section applies to a Service Type Election for a Hardware Rental Agreement. The term of the Agreement begins on the Rental Origination Date shown in the Agreement and continues thereafter for the number of months specified on the Agreement. In the event that the term of the Rental is month-to-month, the Agreement will continue until cancelled in writing by either party with thirty (30) days notice. Client acknowledges that the equipment serial number must be added to the Agreement once the actual installation occurs. ProsLink makes no warranties, express or implied, regarding the quality or functionality of the products. ProsLink accepts no liability for damage caused by defective or malfunctioning products. In case of defect or malfunction of the leased equipment, ProsLink agrees to repair or replace it. ProsLink also reserves the right to replace equipment as needed or appropriate. Client may be responsible for purchase of the equipment if abused, misused or damaged while in Client possession at the original cost of the equipment. If Client chooses to terminate the Agreement prior to completion, Client will be charged an early termination fee equivalent to the remaining total payments. All equipment will be returned to ProsLink at the conclusion or termination of the Agreement. If equipment is not returned at the conclusion of the Agreement at the request of ProsLink, Client understands that the full replacement cost of the equipment plus collection and attorney fees will be charged to them and will be considered due and payable immediately.

Monitoring:
When executed, this section applies to a Service Type Election for an Monitoring Agreement. The undersigned agrees to be bound by the Acceptable Use Policy (http://www.proslink.com/aup/).

Web / E-Mail Hosting Agreement:
When executed, this section applies to a Service Type Election for a Web / E-Mail Hosting Agreement. The undersigned agrees to be bound by the Acceptable Use Policy (http://www.proslink.com/aup/).

Web / E-Mail Content Filtering:
When executed, this section applies to a Service Type Election for a Web / E-Mail Content Filtering Agreement. The undersigned agrees to be bound by the Acceptable Use Policy (http://www.proslink.com/aup/).

Offsite Data Backup:
When executed, this section applies to a Service Type Election for an Offsite Data Backup Agreement. The undersigned agrees to be bound by the Acceptable Use Policy (http://www.proslink.com/aup/).

Reseller Agreement:
In the event that, as a client of ProsLink, you re-sell any services to a third party, in addition to the terms and conditions outlined in the specific Service Type Election, you also agree to the following:

ProsLink will not provide services for any organization, other than the company with whom the original ProsLink Master Letter of Election is signed. A violation of this agreement will, at ProsLink’s discretion, subject the client to immediate termination of all services. Furthermore, the balance of the amount due on the original Service Type Election will be due in full at the time of termination due to violation of this agreement.

Service Warranties:
Other than the service type and class of service level commitment agreed upon in a Service Type Election agreement or this document, the service is provided on an “as is” basis without warranties of any kind, either express or implied, including but not limited to warranties of title, non-infringement or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by ProsLink, its affiliates or its contractors or their respective employees shall create a warranty. Neither ProsLink nor its affiliates warrants that the service will be uninterrupted or error free or that any information, software or other material accessible on the service is free of viruses, worms, Trojan horses or other harmful components.

Under no circumstances shall ProsLink, its affiliates or its contractors be liable for any direct, indirect, incidental, special, punitive or consequential damages that result in any way from Clients use of or inability to use the service or to access the Internet or any part thereof, or Client reliance on or use of information, services or merchandise provided on or through the service, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission, or any failure of performance or of backups, including interruption of or damage to Clients computer, network or any related equipment, including outage conditions and/or downtime that may result from work performed by ProsLink.

Fees and Billing:
Bills are due and payable within thirty (30) days of the billing date. Invoices become overdue the day after the due date. Overdue bills may be assessed an initial late charge of Seventy-five ($75) and an additional 2% per month late charge. Failure to pay your balance in full by the specified due date may result in interruption of service. If your service is interrupted for this reason, ProsLink requires that all past due charges, and possible reconnect fees, and your first month’s service be paid in advance before restoration of service will occur. If your balance remains unpaid after a final balance due notification is sent to your billing address, your account will be transferred to an attorney or collection agency. In such case, you will be responsible for all collection fees and/or attorney fees in addition to your delinquent account balance. Any fee assessed by city, county, state or federal regulation or by any authority having such powers as to impose a fee or fee structure on the Service or use of the Service may be passed along to the end user. At ProsLink’s sole discretion, these fees may also have reasonable administrative charges attached.

Send your payment by check to:
ProsLink, Inc.
Attn: Billing Department
201 North Morton Street
Bloomington, IN 47404

Premature Termination of Contract:
If for any reason the Client is unable to complete the term length of this contract, the balance of the contract fees remain due and owing. If the contract is terminated prior to expiration, the remaining contract fees will be billed and considered due and payable in full at the time of termination. If collection efforts are required, Client will also be responsible for interest, collection and/or attorney fees, whichever apply.

Contract Terms:
This Master Letter of Election together with any Service Type Election agreements executed contemporaneously or subsequently is a binding contract. Upon the date of signature, client agrees to be bound by the terms of this agreement. Charges for services contained on any Service Type Election agreements executed with this agreement or at a later date begin once ProsLink’s preparations for the service(s) are complete, or as nearly complete as possible if client circumstances prevent completion of the project. The term length of the Service Type Election agreement(s) (months) indicated on those agreement(s) begins once billing for services begins. ProsLink preparation and implementation time prior to billing onset is not considered part of the length of these agreement(s). At the conclusion of the term, these Service Type Election agreement(s) and this Master Letter of Election will automatically renew for an equivalent term unless either party provides written notification to the other party not less than 30 days prior to the expiration of the term.

Non-Solicitation of Employees:
It is expressly agreed and understood by the Client that Client shall not solicit personnel of ProsLink for the purpose of inducing them to join Client’s employ during the course of this Agreement or for a period of one year after the termination of this Agreement.

Miscellaneous:
In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect. ProsLink’s failure to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this agreement. This agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflicts of law provisions. Any cause of action Client may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. This document, together with any contemporaneously or subsequently executed Service Type Election agreement(s), constitutes the entire agreement between Client and ProsLink with respect to the service. Thank you for your trust and confidence in ProsLink.

VERSION 080218

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