END-USER LICENSE AND SUBSCRIBER AGREEMENT

TOTAL NOC SUPPORT

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES THE RESOLUTION OF DISPUTES ON AN INDIVIDUAL BASIS, LIMITS YOUR ABILITY TO SEEK RELIEF IN A COURT OF LAW, AND WAIVES YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR A JURY TRIAL FOR CERTAIN DISPUTES.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SUBSCRIBING TO OR USING TOTAL NOC SUPPORT SERVICES ("SERVICES"). BY SUBSCRIBING TO OR USING THE SERVICES OR BY CLICKING ON "I ACCEPT" BELOW, YOU ACKNOWLEDGE THAT 1) YOU HAVE READ THIS AGREEMENT, 2) YOU UNDERSTAND IT, AND 3) YOU AGREE TO THE TERMS HEREIN. IF YOU DO NOT AGREE TO THE TERMS HEREIN, DO NOT SUBSCRIBE TO OR USE THE SERVICES AND CLICK "DECLINE" BELOW. THE SERVICES ARE FOR A LIMITED TIME ONLY AND EXPIRE WITHOUT NOTICE.

In this End-User License and Subscriber Agreement, “Company” represents Total NOC Support LLC and “Customer” represents who subscribes to and licenses Total NOC Support services.

This End-User License and Subscriber Agreement (this “Agreement”) is a legal contract between you, as either an individual or as a business entity, and Total NOC Support, LLC. In exchange for use of the Services, you agree as follows:

Company’s NOC services are Company’s paid-for support services as described on the Company website. The specific scope of the Services is in Company’s sole discretion and may change without notice.

The Total NOC Support platform offers services to MSPs which include Desktop and Server support services to the customers of MSPs. The customers of MSPs will be provided with the services under the name of the MSP. The Total NOC Support platform will regulate which services to provide to which customer of MSPs and will regulate the collection of payments as well as provide services to network equipment.

1. License

1.1 Subscription and Grant of License: Thank you for subscribing to the Total NOC Support Services. Subject to the limits herein, Company also grants you a non-exclusive, non- transferable, and revocable license to access, and use the Services, including any Documentation files, included NOC Support software, agents, software as a service, platform or website information accompanying it. You shall not resell, lease, sell, modify, reverse engineer, decompile, or create derivative works of the software. All rights not expressly granted herein are reserved to Company.

The Total NOC Support platform offers services to MSPs which include Desktop and Server support services to the customers of MSPs. The customers of MSPs will be provided with the services under the name of the MSP. The Total NOC Support platform will regulate which services to provide to which customer of MSPs and will regulate the collection of payments as well as provide services to network equipment.

1.2 Restrictions: The licenses granted herein are only valid if:

  1. any software is NOT modified in any manner;
  2. any software is only installed and used in accordance with your network security policies, if applicable,
  3. you possess the necessary authority and power to install the software or use the services,
  4. you promptly pay all applicable subscription and license fees when due, and
  5. this Agreement is mutually accepted between Company and Customer and has not been breached.

1.3 Updates: For the free evaluation or trial period, Company is not obligated to provide updates to the software. If an update is provided and the update is not accompanied by an additional agreement, this Agreement applies to the use and installation of the update. Company may make updates to the software without notice, including automatically downloading and installing updates on your computer. Company may discontinue or modify the software without notice.

2. General

2. General: These terms and conditions set forth the obligations of the parties under the Total NOC Services, LLC.

3. Service Provided

The Company is providing a maintenance agreement that includes the following services for the Customer’s contracted devices under this agreement. In order to perform and complete these services, it may become necessary to access devices and network equipment. Where necessary, you are hereby providing express written permission for Company to access devices and network equipment for the specific purpose of performance and completion of the Services.

3.1 Service:

a. TNSAnswer Service. The Company will provide Customer with a phone number for IT Technician telephonic Response services. TNSAnswer service support is available for all the Customer’s devices and is not limited to devices. The company provides 24/7 support for TNSAnswer Services only. TNSAnswer Service package includes call counts and Customer will use call counts regardless of time. If Customer will not select “Auto Renew” option while buying package, Company will provide an additional 10% call count according to TNSAnswer call count Customer bought. If customer use additional 10% call limit, these call count will be deducted from customer new package when customer renews package. If Customer upgrades the service, Customers agrees that Company will not transfer unused call counts.

b. TNSAssist Service. The Company will provide Customer with a phone number for IT Technician telephonic Help Desk support, technical assistance and support for the Customer’s network, computers, peripherals and devices that are covered by this agreement. The company provides 24/7 support for call services only. Technical assistance and support will be provided through a combination of Tier 1 Help Desk support. Customer will provide the Company with access to its computer network to enable the Company to provide technical assistance and support remotely through remote access to Customer’s network and hardware. The Customer will designate a single primary contact, with telephone number and email address, to notify in the event of monitoring alerts. If the Tier 1 Help Desk Support is unable to resolve the problem from the Help Desk, then the Company at its own discretion may escalate the problem to MSP’s IT Staff. As described and stated in the Service Level Agreement for TNSAsssit Service, found at Service Level Agreement for TNSAssist, incorporated herein by reference.

c. TNSRMM Service. The Company will provide system monitoring to Customer through a remote monitoring service. Remote monitoring will occur on a 24/7 basis for servers. The Company will use systems, software, and personnel that it selects at its discretion to conduct the remote system monitoring. The Customer agrees that the Company may install software and equipment on the Customer’s network and configure Customer’s firewall and/or router if necessary, to permit the monitoring equipment to operate. The Company will retain ownership of the monitoring equipment and software it installs at Customer’s premises. The Customer may not move, tamper with or disconnect the electrical power to the monitoring equipment, and the Customer will advise its employees of this requirement. The Customer agrees that it will follow the Company’s recommendations to permit it to perform the monitoring services. The monitoring services provided are limited to the monitoring of approved and contracted components which are identified in the “Inventory of Devices to be Monitored.” Customer acknowledges that the Company’s ability to conduct monitoring services depends on the Customer having adequate connectivity to its network. Accordingly, the Customer understands and agrees that the Company will not be responsible for connectivity problems at Customer’s premises or those associated with Customer’s service or network, and that the Company will not be responsible for any inability to perform monitoring attributable to connectivity problems.

d. TNSFieldTech Service. TNSFieldTech Service support is contemplated for routine maintenance and troubleshooting of the customer’s network. If the Company, at its own discretion, decides onsite network support is needed it will dispatch a technician to Customer’s location. In the event that the Customer requires additional onsite support, the Customer is responsible for contacting the Company to schedule onsite support visits. The Customer will provide the Company with reasonable access to its premises and hardware installations to enable the Company to provide onsite support. TNSFieldTech are available during normal business hours. TNSFieldTech support time will be first drawn from the Customer’s monthly allotment. TNSFieldTech support time provided outside of normal business hours or provided on an expedited schedule at the Customer’s request will be charged against the Customer’s monthly allotment at the rate of two times the actual number of hours expended. Travel time by the Company technicians and support personnel to and from the Customer’s premises is not provided for free under this agreement and is counted against the monthly block of Field Technician Support Labor allotted to the Customer.

e-TNSvCIO Service. TNSvCIO technology becomes your partnership success manager. Our technologies coupled with expert staff allows Customer to replace the need for Virtual CIO (vCIO) by utilizing the perspectives of powerful actionable insights. The Company provides the Customer two platforms.

The first platform provides information about customers technology stack (Software-Hardwareticketing systems). The customer can create custom scheduled report with any widgets and send selected email address. The Customer agrees that its end user company is already using Total NOC Support services.

The second platform provides summary information about clients’ reviews and reports with their progress. The customer can create ‘Technology Assessment Report’ and ‘Client Progress Report’ based on the customers answers. In result of these reports, Customer can follow customer needs and according these results Customer can create quotes. The Customer agrees that the Company will not be responsible for creating any required third party accounts, such as for ITarian LLC.

4. Payment

4.1 Fees:

Customer may use the Services only after paying Company any applicable fees for the Services. All fees are posted on the Company website and are subject to change without notice. Company may deactivate or disable the Services without notice if you fail to pay the applicable fees. All fees for products and services of less than a 30 day term, such as are non-refundable. Any set up fees are non-refundable.

  1. TNSAnswer: If Customer select the “Auto renew” option, customers package will be updated after your call count ends. If Customer do not select “Auto Renew” Customer will have 10% call credits after customers call count ends. After customers credit is over, customers TNSAnswer service will stop.
  2. TNSAssist: : If Customer select “Auto Renew” customers package will be updated automatically 1 month after your service began. The service is billed on a monthly basis. If Customer do not select “Auto Renew” customers services will not be updated automatically and customers TNSAssist service will stop.
  3. TNSRMM: If Customer select “Auto Renew” customers package will be updated automatically 1 month after customers service began. The service is billed on a monthly basis. If Customer do not select “Auto Renew” customers services will not be updated automatically and customers TNSRMM service will stop.
  4. TNSFieldTech: : If Customer select “Auto Renew” customers package will be updated automatically 1 month after customers service began. The service is billed on a monthly basis. If customers do not select “Auto Renew” customers services will not be updated automatically and customers TNSFieldTech service will stop.
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    4.2 Method of Payment: Customer shall pay all fees in advance using a credit card. Company may charge any fees incurred while using the Services (such as renewal fees) to the provided credit card without further notice. If Company is unable to bill the credit card provided, Company may make the Services inaccessible to you until payment is received.

    4.3 Billing Issues: Customer shall notify Company of any billing problems or disputes within 30 days after the charge first appears on a statement from the credit card provider. Customer waive your right to dispute any billing problem if you fail to notify Company within the 30 day period.

    5. Term and Termination

    5.1. Term: Unless terminated as allowed under this section, this Agreement continues for as long as Customer continue to pay the applicable fees for the Services. Company may terminate this Agreement without notice if Customer fail to pay any applicable fees.

    5.2. Consumer Services These services do not have a subscription period of one year from the date that Customer register for the Services. These services expire only after Customer stops paying the applicable fees for the Services.

    5.3. Business Services. Services for business are billed monthly. Customer may cancel at any time by sending notice of the cancellation to Company.

    5.4. Voluntary Termination. Customer may terminate this Agreement by uninstalling the software accompanying the Services and contacting support@totalnocsupport.com. In this case, this Agreement terminates upon Company's receipt of the email within the defined notice period of 30 days.

    5.5. Involuntary Termination. Company may terminate this Agreement without notice by disabling Customers account or access to the Services. Company may disable Customers account or deny access to the Services at any time.

    5.6. Events Upon Termination. Upon termination, you shall cease using the Services and delete all copies of the related Software. Company shall not bill Customer any additional fees but is not obligated to provide refunds for any paid for but unused Services.

    6. Representations And Warranties

    Authority to Contract. Each party represents and warrants to the other party that it has full power and authority to enter into and perform this Agreement. Each party represents and warrants to the other party that this Agreement: (a) constitutes the legal, valid and binding obligations of such party; (b) is fully enforceable against such party in accordance with the terms hereof except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally or by general principles of equity (whether considered in a proceeding at law or in equity); and (c) will not violate any judgment or agreement binding on or affecting such party. Each party further represents that the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of that party (whether a corporation, partnership, limited liability company or otherwise).

    7. Indemnification

    Indemnification of the Company. By accepting this Agreement, Customer hereby releases and agrees to indemnify, defend, and hold the Company and its Affiliates, and each of their officers, directors, partners, employees, and contractors, harmless from and against any and all claims, obligations, losses, liabilities, and expenses of any and every kind whatsoever (including without limitation attorneys’ fees and other costs of defending any action) which the Company may incur as a result of any claim by Customer or third persons either:

    For which the Company has no liability for under this Agreement; or

    That are caused by accidents, misuses, misapplication, neglect of the Customer or any of its agents or employees or as a result of service provided by any person other than the Company representative; placement or operation of the equipment in an area that does not comply with the manufacturer’s published space or environmental requirements; or improper storage use and movement of the equipment.

    8. Warranty Disclaimers and Limitations on Liability

    8.1. Internet. Customer acknowledge that the Services are subject to the operation and telecommunications infrastructures of the Internet and that the operation of customers Internet connection services, all of which are beyond Company's control.

    8.2. Warranty Disclaimer; Assumption of Risk. CUSTOMER AKNOWLEDGE THAT COMPANY PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE". COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES IN THE SERVICES AND RELATED SOFTWARE. THIS DISCLAIMER INCLUDES ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT AND IS EFFECTIVE TO THE MAXIMUM EXTENT ALLOWED BY LAW. COMPANY DOES NOT GUARANTEE THAT 1) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR 2) THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY OF THE SERVICES.

    8.3. CUSTOMER WAIVE ALL LIABILITY OF COMPANY AND ITS AFFILIATES, AND EACH OF THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AND CONTRACTORS, RESULTING FROM OR CONNECTED TO THIS AGREEMENT. CUSTOMER WAIVE ALL LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS WAIVER INCLUDES ALL DAMAGES FOR LOST PROFITS, REVENUE, USE, OR DATA AND APPLIES EVEN IF COMPANY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations apply to the maximum extent permitted by law regardless of 1) the reason for or nature of the liability, including tort claims, 2) the number of claims, 3) the extent or nature of the damages, and 4) whether any other provisions of this Agreement have been breached or proven ineffective.

    8.4. Exceptions. If any legal right disallows an exclusion of warranties or disallows limiting certain damages, then the disclaimers of warranty and limitations on liability herein apply only to the maximum extent allowed by law.

    9. Remedy

    9.1. Limitation on Actions. Except for actions and claims related to a party's indemnification and confidentiality obligations, all claims and actions arising from this Agreement must be brought within 30 days from the date when the cause of action occurred.

    9.2. Remedy. Customers sole remedy for a defect in the Software or Service is to have Company attempt to cure the defect. Company is not obligated to correct a defect if (i) the Software was misused, damaged, or modified, (ii) Customer did not promptly report the defect to Company, or (iii) Customer have breached any provision of this Agreement.

    10. Privacy

    10.1. Privacy Policy. Company shall follow the privacy policy posted at Company's website when using collected personal information. Company may revise its privacy policy without notice by posting the amended privacy policy on the Company website. Customer shall periodically review the website to be aware of changes. By establishing an account, Customer are providing company name, e-mail, and phone number. Payment information, such as bank information or credit card information may be requested.

    10.2. Confidentiality. The Customer acknowledges that the Company will have confidential information about the company and/or its customers in order to deliver services under this this agreement. The Company agrees that it will not knowingly disclose any such confidential and proprietary information to third parties for any purpose unrelated to providing services under this agreement.

    10.3. Communication. Company may send customer communications regarding customers account, the Services, or its other products and services. By accepting this Agreement, Customer consent to receiving marketing material from Company and its affiliates. Customer may withdraw this consent later and optout of receiving communication not directly related to the Services by emailing

    support@totalnocsupport.com

    10.4. Data Collection. Company may collect any information necessary to ensure Customer’s compliance with this Agreement. Company may also collect non-personally identifiable information about Customer’s use of the Services, which Company may use without restriction. Company may monitor and record the Services, including any online sessions and customer service calls. These recordings are primarily for improving customer service, internal training, and internal market research. You are expressly consenting to these recordings for these purposes. Also, Company will show all customer call records inside each customers’ log details. Company may disclose these recordings and any other information to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect ourselves and/or Company's customers.

    Particular information which is collected includes device ID, phone number or device number, call connection number. The service may also read phone status and identity.

    11. ARBITRATION MEANS THAT CUSTOMER WAIVE CUSTOMER’S RIGHT TO A JUDGE OR JURY TRIAL IN A COURT PROCEEDING AND CUSTOMER’S GROUNDS FOR APPEAL ARE LIMITED.

    11.1 To the extent permitted by law, Customer shall notify Company of any dispute arising under this Agreement before seeking dispute resolution. If dispute is not resolved within sixty (60) days after initial notice, then a party may proceed as follows:

    11.2. The parties shall resolve the dispute by arbitration conducted through the services of the American Arbitration Association ("AAA"). The party initiating the arbitration shall send notice to the other party. All arbitration hearings will be in New York, NY and conducted in English.

    11.3. The parties shall appoint a panel of three possible arbitrators to hear the matter and then each party shall name one Arbitrator to be dropped from the panel, leaving one arbitrator. The party giving notice of the arbitration shall select the first dropped arbitrator.

    11.4. The parties shall split the costs of the arbitrator equally regardless of the final decision. The party found in default of this Agreement by the arbitrator shall pay all costs of the other party that are incurred in enforcing its rights under this Agreement (including attorney's fees).

    11.5. Customer and Company agree that "dispute" as defined in this section shall not include any claim or cause of action by Customer or Company for trade secret misappropriation, patent infringement, copyright infringement or misuse, or trademark infringement or dilution. Customer agree that a Court, not an Arbitrator, may decide if a claim falls within one of these exceptions.

    12. Class Action and Class Arbitration Waiver.

    12.1 Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Customer nor Company will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitration or proceedings.

    13. Miscellaneous

    13.1. Independent Contractors. The parties are acting as independent contractors and not as agents or employees of each other. Neither party has the power to bind or obligate the other, and each party is responsible for its own expenses and employees.

    13.2. Notices. Customer shall send all notices to Company by first class mail, return receipt requested, in English writing to TOTAL NOC Support Suite 100, Clifton, NJ 07013, United States. Company shall send all notices to the email address listed in your account.

    13.3. With respect to the Software, this Agreement is the entire understanding of the parties and supersedes all other agreements that may exist between the parties. The parties may execute one or more counterparts of this Agreement, each of which will be deemed an original copy of the Agreement. Section headings in this Agreement are for reference and convenience only and are not part of the interpretation of this Agreement.

    13.4. Modifications. Company may modify this Agreement by posting an updated copy of the Agreement on its website. Company may also amend its website and pricing without notice. Customer may not modify this Agreement unless the modification is signed by Company. Company may modify, supplement, or discontinue the Software, in whole or in part, without notice.

    13.5. Waiver. A party's failure to enforce a provision of this Agreement will not waive the party's right to enforce the same provision later or right to enforce any other provision of this Agreement. To be effective, all waivers must be both in writing and signed by the party benefiting from the waived provision.

    13.6. Force Majeure and Internet Frailties. Other than for payment obligations by Customer, neither party will be liable for a delay or failure to perform an obligation to the extent that the delay or failure is caused by an occurrence beyond the party's reasonable control. Each party acknowledges that the operation of the Internet is beyond the other party's reasonable control, and neither party will be liable for a delay or failure caused by an interruption or failure of telecommunication or digital transmission links, Internet slow- downs or failures, or other such transmission failure.

    13.7. Governing Law and Venue. The laws of New Jersey govern the interpretation, construction, and enforcement of this Agreement and all proceedings arising out of it, including tort claims, without regard to any conflicts of law principles. All proceedings or legal action arising from this Agreement must be commenced in the state or federal courts of New Jersey. Both parties agree to the exclusive venue and jurisdiction of these courts.

    The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this agreement and are specifically excluded.

    13.8. Assignment. Customer may not assign any of Customer’s rights or obligations under this Agreement. Any transfer without consent is void. Company may assign its rights and obligations without your consent.

    13.9. Severability. Any provision determined invalid or unenforceable by rule of law will be reformed to the minimum extent necessary to make the provision valid and enforceable. If reformation is not possible, the provision is deemed omitted and the balance of this Agreement remains valid and enforceable.

    13.10. Survival. All provisions of this Agreement relating to confidentiality, proprietary rights, indemnification, and limitations of liability survive the termination of this Agreement.

    13.11. Rights of Third Parties. Company affiliates may bring action to enforce rights and performance under this Agreement.

    14. Acceptance
    BY CLICKING "I ACCEPT", YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. DO NOT CLICK THE "I ACCEPT" BUTTON IF YOU DO NOT ACCEPT THIS AGREEMENT.

    Third Party Platforms

    The following third party or open source software, and/or an account on their cloud instances may be included and is provided under other licenses and/or has source available from other locations.

    ITarian : https://www.itarian.com/downloads/eula.pdf



    ITGlue : https://www.itglue.com/terms/

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