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CIPHEREX TECH SUPPORT 

[Last Updated June, 2020]

TERMS OF SERVICE 

  1. These terms (“Terms”) govern and describe the technical support and services we will provide you under the Support Plan (the “Plan”). We will provide these services to (1) the person who purchased the Plan (the “Purchaser”), or (2) to a small/medium business (the Purchaser and the employees of such small business are “Members”; the location of the facility or business associated with this Plan is the “Service Address”). The words “we’, “us”, “our” and “CipherEx” refer to CipherEx, INC and/or its affiliates and its or their employees or third party service providers, as the case may be. “Client”, “you” or “your” refers to each of the Members. Subject to these Terms and except as otherwise noted, we will provide the support and services to you described in these Terms for your infrastructure regardless of where these products were purchased. The scope of many of the services mentioned in these Terms is described in more detail on CipherEX.com. Please contact us or refer to your scope of work (SOW) if you have further questions regarding the scope of any service.
  2. What the Plan Includes. Standard-Level Phone or Web-based Support (M-F, 8a-5pm PST).  Subject to these Terms, particularly Sections 3 and 4, we will provide the following standard-level, phone or web technical support and services, as applicable: 
    1. Adding and removing users from MS Office 365, Google Suite, One Login or Cisco Products (Webex, AMP, Umbrella, Meraki);
    2. Adding new devices to Mobile Device Management;
    3. Client Identity Certificates;
    4. Multi Factor Authentication;
    5. Set-up of Remote Access VPN for computer, tablet, and phones; 
    6. Wireless Access configuration and connectivity;
    7. Guest Wireless Access connectivity;
    8. Firewall management inbound/outbound;
    9. Modification of Site-to-Site VPN connections;
    10. Set-up of office network and connecting devices;
    11. Diagnosis and troubleshooting for computer, printer, office network;
    12. Installation of supported computer software (e.g., MS, Google, Cisco); 
    13. Computer password reset;
    14. Network troubleshooting and fault isolation; 
    15. Computer Virus removal; 
  3. What’s Not Covered?
    1. Server support including but not limited to any server administration and set up, server software applications/OS installation and support or server diagnostics and tune-ups. 
    2. Damage to or loss of any software or data that was residing or recorded on your devices and/or equipment. 
    3. We may not be able to fix a problem if you refuse to upgrade your operating system or software. 
    4. Support for issues caused by or related to services provided by a third party, such as Hosting providers, Cloud Providers, equipment support contracts, cable or internet. 
    5. We do not provide support for product categories that CipherEx does not cover.
    6. Any specific product category not mentioned in these Terms, whether or not sold by CipherEx, is not supported under this Plan.
    7. In addition to the exclusions and restrictions specifically mentioned in these Terms, the services and support covered by this Plan are limited to the descriptions for each service provided on CipherEx.com or other written scope document applicable to a particular service, which we will make available to you upon your request. 
    8. In some limited situations, a particular service may not be available in your area.
  4. Additional Fees Information.
    1. A trip charge may apply for travel to a Service Address that is outside of our metro service area ($79 to $1500). 
    2. We reserve the right to determine that an issue for which you seek assistance cannot be resolved remotely, via telephone or web-based chat. In such situations, if you would still like further assistance, we will send a CipherEx employee or a CipherEx authorized third party service provider to the Service Address to perform on-site work, subject to the fee structure outlined in the contracted SOW and/or during purchase e.g., $149 per hour for on-site help. On-site visit is a minimum of 2 hours. 
    3. For work performed on-site or remotely; we reserve the right to determine whether work performed falls under agreed upon fees as defined during purchase and which fees apply e.g., $39.99 to $329.99 flat fees for certain services or hourly fees for moves, adds and changes $89-$249/hr.
    4. We reserve the right to charge additional fees at our discretion for Firewall re-configuration exceeding 30 minutes to complete.
    5. Review and analysis of Cybersecurity policies and procedures.
    6. Extensive network analysis and hardening.
    7. Quarterly external network scans, up to 50 ip address $600.00/quarter.
    8. The fees explained during purchase will be charged per service such that one visit from us to the Service Address may result in multiple charges if we perform more than one service during that visit.
    9. We reserve the right to charge a fee for instances where you have scheduled work at the Service Address and you fail to provide access to the Service Address, cancel an appointment within two hours of the scheduled appointment or miss an appointment ($149).
    10. The Plan’s fee for on-site support and services covers labor only and does not extend to equipment, parts or accessories that may be needed such as brackets, cables, mounts or other infrastructure items. All such elements are subject to additional charges. 
  5. How to Obtain Service.  You may obtain service by accessing our website, CipherEx.com or by calling us at 1-888-774-9244. Service performed at the Service Address will be provided during normal business hours. Service will be performed by a CipherEx employee or an authorized third party service provider at our discretion. We may use tools we deem necessary for our technical support and services, including for obtaining remote access, and may install software that allows you to obtain additional technology services. For any software installations, you authorize us to accept End User License Agreements on your behalf. 
  6. Bundled Discounts. If you purchase this Plan and receive a discount off the regular price as a result of a bundling offer and later return an item or cancel a plan, service or subscription that was part of the bundle, you will lose the benefit of the discount received on the price of this Plan or any other items that you keep and that formed part of the bundle. 
  7. Your Responsibility to Back-Up Data. Prior to us servicing your device or any other equipment, if applicable, it is your responsibility to (1) back-up the data, software, information or other files stored on your hard disk drives or any other data storage device; and (2) remove and/or disconnect all USB flash drives, optical discs, external hard drives and other removable data storage devices and media from your device or other equipment that you provide to us.
  8. Your Other Responsibilities. To receive service or support under any Plan, you agree to comply with each of the terms and conditions listed below and as otherwise stated in these Terms: 
    1. To receive web-based remote technical support, you will need to provide a high speed internet connection. 
    2. You will provide information about the symptoms and causes of the issues you are experiencing. 
    3. You will respond to our requests for information such as the product serial number, model, version of the operating system and software installed, any peripherals devices connected or installed on the product, any error messages displayed, the actions which were taken before the product experienced the issue and the steps taken to resolve the issue. 
    4. To receive certain services, you may be required to sign a service order or other terms and conditions. Any such other terms and conditions do not form a part of these Terms and are a separate legal document. 
    5. You will provide access to the Service Address (and any devices, appliances, products, equipment requiring technical support or service) during normal business hours for us to provide support and/or services. 
    6. You must provide a safe, non-threatening environment for us to provide technical support and/or services. 
    7. Should any building or zoning permits be necessary for installation or repair services, you are responsible for paying for and/or obtaining these permits and the cost associated with these permits. 
  9. Eligibility for Service; Transferring the Plan. At our discretion, we may ask questions and take steps to verify that the person seeking support or service is a Member and/or is in lawful possession of the product(s) for which that person is seeking assistance. If responsibility for the Plan has changed or the Service Address associated with the Plan has changed, we will, without charge, update our records to reflect the transfer of responsibility or change as the case may be. 
  10. When The Plan Begins and Ends; The Plan begins on the date it is initially purchased and ends as explained below depending on what type of Plan was purchased (the “Service Period”). The Purchaser’s payment receipt or the email we will send to him/her confirming purchase will identify which type of plan was purchased.
    1. One-Time-Pay Plans. If the Purchaser paid for the Plan in one payment, based upon a specific term, technical support and service under the Plan will end one, two, or three years from the date on which it started, depending on the length of the Plan purchased. 
    2. Continuous Monthly Plans. If the Purchaser paid for a month-to-month Plan, the Plan will continue indefinitely on a month-to-month basis until it is cancelled. Until the Plan described in this paragraph is cancelled, the Purchaser hereby authorizes us to charge his/her credit or debit card at the beginning of each monthly billing period for the amount specified on the purchase confirmation email or payment receipt. 
    3. Continuous Yearly Plans. If the Purchaser selected a year-to-year Plan, the Plan will continue indefinitely on a year-to-year basis until it is cancelled. Until the Plan described in this paragraph is canceled the Purchaser hereby authorizes us to charge his/her debit or credit card at the beginning of each yearly billing period for the amount specified on the purchase confirmation email or payment receipt. Prior to the beginning of each yearly billing period we will send the Purchaser a reminder that his/her credit or debit card will be charged at the start of the upcoming yearly billing period unless the Plan is cancelled.
  11. Cancellation; Renewal; Change of Terms or Plan Price.
    1. You can cancel your Plan by contacting CipherEx, INC.
    2. Cancellation within 30 Days. The Purchaser may cancel the Plan and obtain a refund in the amount paid for the Plan if the cancellation occurs within 30 days of the date of purchase of the Plan, unless the Purchaser is entitled to a longer return period under some other CipherEx program, offer, or policy. At our discretion, we may deduct from any refund the value of services already provided.
    3. Cancellation after 30 Days.
      1. One Time Pay Plan. The Purchaser may cancel a One Time Pay Plan after 30 days from the date of purchase but no refund will be due. 
      2. Renewed One Time Pay Plan. If the Purchaser agrees to renew a One Time Pay Plan, the Purchaser may cancel the renewal term and receive a full refund for the renewal term if the Purchaser cancels within the first 30 days of the renewal term. If the Purchaser cancels the renewal term at any time after the first 30 days, we will issue the Purchaser a refund for any full months remaining under your renewal term. At our discretion, we may deduct from any refund the value of services already provided.
      3. Continuous Monthly Plan. If the Purchaser cancels a Continuous Monthly Plan at any time after the first 30 days, the cancellation will take effect at the end of the monthly billing period that has already been charged. The cancellation will prevent the Purchaser from being charged for any further monthly billing periods. 
      4. Continuous Yearly Plan. If the Purchaser cancels a Continuous Yearly Plan at any time after the first 30 days, the Purchaser will receive a pro-rata refund of the price paid for the Plan based on the percentage of its then unexpired term. At our discretion, we may deduct from any refund the value of services already provided.
    4. Cancellation or Suspension of Service by Us. The Plan you purchased may be cancelled by us due to the failure to maintain your account in good standing, your failure to comply with or fulfill any other material obligation under this Plan, your fraud or material misrepresentation, unsafe work environment/conditions as determined by us, or your nonpayment of the annual fee if you purchased an Continuous Yearly Plan, the monthly fee if you purchased a Continuous Monthly Plan or other amounts owed to us under your Plan (“Non-Payment Event”). If a Non-Payment Event occurs, we will provide the Purchaser written notice (e.g., email) of the Non-Payment Event. If you do not cure the Non-Payment Event within 30 days after delivery of our notice of such Non-Payment Event, then (i) if you purchased a Continuous Yearly Plan, it will be cancelled retroactively to midnight on the last day of the preceding annual period, or (ii) if you purchased a Continuous Monthly Plan, it will be cancelled retroactively to midnight on the last day of the month for which you made the last monthly payment. If we cancel a Continuous Yearly Plan, the Purchaser will receive a pro-rata refund of the price paid for such Continuous Yearly Plan based on the percentage of its then unexpired term, less our costs of all services, replacement products and parts we previously provided during the then current term. We may also suspend performance of our obligations while a Non-Payment Event exists or any other situation where you failed to pay us an amount that is due or where you failed to comply with or fulfill any other material obligation under this Plan.
    5. Renewals based on Plan Type. 
      1. One Time Pay Plan. At our discretion, we may offer you a renewal of your One Time Pay Plan or a new service contract. Any renewal or new service contract that we offer you may contain different pricing, coverage and benefits as compared to your original Plan. We are not responsible for giving you notice of the expiration of the Plan. Therefore, you may not receive any communication from us prior to the Plan expiring unless we offer you a renewal of the Plan or a new service contract. 
      2. Continuous Monthly or Yearly Plans. As explained in Section 10 above, your Continuous Yearly or Monthly Plan will continue indefinitely on a month-to-month or year-to-year basis, as applicable, until cancelled or not renewed by you or us in accordance with these Terms. At our discretion, we may discontinue the renewal of your Continuous Yearly or Monthly Plan on at least 30 days’ prior written notice or offer you a new service contract.  
    6. Change of Terms. We reserve the right to change these Terms or the price of the Plan at any time upon 30 days’ notice to you. If we make a material change to these Terms, you may cancel the Plan prior to such changes taking effect and, in the case of your cancellation of a One Time Pay Plan or Continuous Yearly Plan based on a material change in these Terms, we will give you a pro-rata refund for any prepaid amounts.
  12. Privacy Policy. It is our policy to respect the privacy of our customers. For information on our privacy practices, please review our privacy policy at www.CipherEx.com/privacy. 
  13. Limitations of Service. We shall not be liable for any failure or delay in performance due to any cause beyond its control. We reserve the right to refrain from providing the service and instead refund your payment, wholly or in part, on the basis that the minimum infrastructure or system requirements are not met or if your technical needs or other requirements are unusual or extensive and beyond the scope of these Terms, as determined by us.
  14. DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. YOUR USE OF THE SERVICE AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
  15. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW:
    1. WE WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, THE NON-FUNCTIONING OF ANY COMPONENT OR ELEMENT OF ITS EQUIPMENT OR PERIPHERALS RESULTING FROM CIPHEREX’S PERFORMANCE OR NON-PERFORMANCE OF SERVICES INCLUDING BUT NOT LIMITED TO COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA OR THE FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA, ANY LOSS OF BUSINESS, PROFITS, REVENUE OR ANTICIPATED SAVINGS, RESULTING FROM OUR OBLIGATIONS UNDER THESE TERMS; AND 
    2. OUR TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE OF THE PLAN INCLUDING TAXES. IF A COURT OF COMPETENT JURISDICTION FINDS THAT CIPHEREX IS LIABLE FOR DAMAGES, REGARDLESS OF THE DISCLAIMERS AND WAIVERS DESCRIBED HEREIN, SUCH DAMAGES SHALL BE LIMITED TO NO MORE THAN THE TOTAL CIPHEREX CHARGED CLIENT FOR ANY PARTICULAR SERVICE AND SHALL CONSTITUTE LIQUIDATED DAMAGES AND ARE A REASONABLE ESTIMATE OF DAMAGES TO CLIENT.  
  16. DISPUTE RESOLUTION. If we are unable to resolve a dispute with you through discussion, conciliation or mediation (each of which are alternatives that we encourage), we are committed to a quick, inexpensive dispute resolution mechanism through arbitration. 

We do not believe that costly, time consuming, and complex court cases are an effective means for resolving disputes. Accordingly, these Terms will be subject to arbitration as described below. Please read it carefully.

Under this provision, you will be giving up certain rights to have a dispute settled in court and/or settled as a part of a multi-party or class proceeding. If you do not want to agree to this provision, you may cancel the Plan by contacting CipherEx, INC.

By entering into these Terms the parties agree and acknowledge that all disputes they have that involve us, or arise out of actions that we did or did not take, shall be arbitrated as set forth herein as long as the claim is in excess of the applicable small claims court jurisdictional limit. YOU AGREE AND HEREBY EXPRESSLY WAIVE ANY RIGHT YOU MAY HAVE TO A JURY TRIAL, AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE OR CONSOLIDATED ACTION AS EITHER A REPRESENTATIVE OR MEMBER OF A CLASS, INCLUDING ANY CLASS ARBITRATION OR CONSOLIDATED ARBITRATION PROCEEDING. THE PARTIES COLLECTIVELY AND YOU, INDIVIDUALLY, ACKNOWLEDGE AND DO NOT AGREE TO ARBITRATION OF ANY CLAIM HEREUNDER ON A CLASS-ACTION, COLLECTIVE OR REPRESENTATIVE BASIS UNDER ANY CIRCUMSTANCES.

All disputes or claims between the parties arising out of the Plan or the parties’ relationship shall be settled as follows: 

      1. Small claims court; for claims within the applicable small claims court jurisdictional limit, or 
      2. Final and binding arbitration held in the county of the Service Address (or other location mutually agreed upon by both parties) for claims in excess of the small claims court jurisdictional limit.

The arbitration shall be conducted by the American Arbitration Association pursuant to its rules for consumer disputes. Copies of the AAA Rules and forms can be located at www.adr.org, or by calling 800-778-7879. If you initiate arbitration with AAA, you must pay any AAA filing fee in effect at the time you initiate arbitration. We will pay all other remaining arbitration costs and expenses, including any remaining AAA costs or expenses and all remaining, reasonable professional fees for the arbitrator’s services. If we initiate arbitration against you, we will pay your filing fee and all costs associated with the arbitration. You shall bear all of your own expenses, including all attorneys’ fees. 

The parties expressly agree that the Plan and this arbitration provision involve and concern interstate commerce and are governed by the provisions of the Federal Arbitration Act (9 U.S.C. § 1, et seq.) to the exclusion of any different or inconsistent state or local law, ordinance or judicial rule. An award in arbitration will be enforceable under the Federal Arbitration Act by any court having jurisdiction.

If any portion of this provision is deemed invalid or unenforceable, the remaining portions of this Section 16 shall remain valid and enforceable, provided that if the portions regarding your waiver of class-action rights or the parties’ acknowledgement of no agreement as to class arbitration are deemed invalid or unenforceable, then this Section 16 shall, upon election of any party, be invalidated and unenforceable in its entirety. In the event of a conflict or inconsistency between this Section 16 and the other provisions of the Plan or any prior agreement, this Section 16 governs. 

  1. LAWS. If any provision(s) of these Terms is/are held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. 
  2. ELECTRONIC DELIVERY; NOTICES. You agree to receive electronic delivery of the Terms, which shall be deemed to have been delivered to you (a) when you purchased the Plan by their availability at CipherEx.com; and (b) when sent to you via a link in the email address you provide to us. Further, you also agree that we may send you any notice contemplated under the Plan by email to the email address you have provided to us or to the postal address we have on file for you. 
  3. COMMUNICATION. We may call or text you at any phone number that you provide us (including any mobile number) to inform you about the status of your support or service or if your internet connection is dropped (in the event of a remote online session). Calls may be live or pre-recorded and calls or texts may be made via automated dialing system. Voice and data rates may apply. 
  4. CONFIDENTIAL INFORMATION.  “Confidential Information” includes, but is not limited to;
      1. The following information about any client: name; address; phone number; email address; credit card number; driver’s license number; social security number; birth date; demographics; transactional activity; digital content; website activity; store activity (collectively “client information”); 
      2. Any information provided hereunder related to CipherEx trademarks, links and related promotions; 
      3. Business plans, processes and data; 
      4. Planned and future products and promotions;
      5. Any information designated as confidential. 

Client agrees that it shall not disclose CipherEx’s Confidential Information to any third party, either directly or indirectly, without the express written consent of CipherEx, provided that Client may disclose to its employees and agents as may be necessary to perform its obligations hereunder. Client shall protect the Confidential Information of CipherEx with a level of care equal to that used to protect its own Confidential Information, but in no event less than reasonable care. 

Confidential Information shall not include information that:

      1. Client can establish was known by it; 
      2. Was lawfully obtained from a third party, free of any obligation of confidence; 
      3. Was independently developed by Client without any reliance on the Confidential Information of CipherEx; 
      4. Is or becomes publicly known through no wrongful act of Client;
      5. Is required to be disclosed pursuant to applicable legal and/or regulatory requirements. 

Client agrees to hold CipherEx’s Confidential Information confidential for a period of two years following the date of disclosure.

  1. INDEMNIFICATION.  Client agrees to indemnify, defend and hold harmless CipherEx (and its affiliates and their respective officers, directors, employees and agents) (collectively, the “Indemnified Party”) from and against any and all third party losses, costs, obligations, liabilities, damages, actions, suits, claims, demands, liens, encumbrances, security interests, settlements, judgments, and other expenses (including, but not limited to, cost of defense, settlement, and reasonable attorneys’ fees) arising from Client’s: (i) breach of these Terms; (ii) failure to comply with applicable laws, regulations or ordinances; or (iii) gross negligence or willful misconduct in connection with its performance under these Terms. 
  2. ENTIRE AGREEMENT. These Terms and your purchase receipt constitute the entire agreement between you and us with respect to the services and benefits provided to you under the Plan and will prevail over any conflicting, additional, or other terms of any marketing collateral or other document or expression. Employees and agents of CipherEx have NO AUTHORITY (apparent, express, implied, or otherwise) to alter or modify the terms and conditions of the Plan – either orally or in writing.