Ethixa General Services Agreement

General Services Agreement, (“GSA” or “SLA”) between Ethixa Solutions, LLC (“Ethixa” or “Vendor”) and the customer (“the Client” or “Customer”), collectively referred to as “the Parties”, wherein Ethixa agrees to provide Information Technology (“IT”) support services to the Client, and the Client agrees to pay Ethixa for these services as described herein.

1. Confidentiality

Each Party acknowledges and agrees that the information, specifications, recommendations, and procedures revealed to the other in service to fulfilling the terms of this Agreement are confidential. The Parties agree not to disclose, present, or release any of the contents of this Agreement, or any other information collected or exposed to or about the other as a result of the Parties’ mutual association under this Agreement, in whole or in part, to any persons or entities outside of their respective organizations at any time, unless otherwise specified in writing, or to the minimum extent necessary to fulfill their respective obligations herein-under.

In some cases, it may be necessary for Ethixa to provide information to a third party in order to obtain service or support for the Client or for the purposes of debt collection. The specific release of certain information under this provision does not diminish the force or effect of the Parties’ obligation to maintain confidentiality of any and all other information subject to this provision.

The obligations of the Parties to maintain confidentiality under this provision will survive termination of this Agreement by either Party. Client agrees to execute Ethixa’s standard Non-Disclosure Agreement located at https://ethixa.com/terms/nda upon acceptance of this General Services Agreement.

2. Introduction

The Parties understand and agree that Ethixa, as a full-service IT vendor, may perform a limited or broad spectrum of services for the Client that will be governed under the terms of this Agreement. Such services may include but may not be limited to: managed support of IT environments, managed support of applications and websites, integration of Social Media outlets, Search Engine Optimization (SEO), datacenter general management services, professional training, and others, as the Parties agree. From time to time, the Client may engage Ethixa to work on specific projects, such as, (but not limited to), server installations, website development, information backups and restorations, emergency support, email support and setup. In all cases, Ethixa may provide written or verbal statements of work in the form of a proposal, quote, or statement of work, and all work will be governed or construed by the terms and provisions contained herein.

The Client may maintain an operating environment consisting of various IT hardware and/or software components in addition to various workflows and/or operating processes. The Client may engage Ethixa to help repair, maintain, implement, design, develop, upgrade, change, or replace such components, workflows or processes from time to time, as the Parties agree in their good judgment and discretion, to perform, organize, collaborate and/or consult on, or any combination thereof, the work necessary to further or meet such Client objectives.

3. Term of Agreement or services

This Agreement commences on the day first agreed and will continue to be in force until cancelled by either Party.

Cancellation of this Agreement or specific services under this Agreement may be affected at any time by either Party, with or without cause, upon thirty (30) days written notice to the other, unless otherwise agreed in writing. Should Ethixa terminate the agreement for cause, it may do so immediately upon written notice to Client of such cause. Upon cancellation, the Client agrees to pay Ethixa a pro-rata fee for unbilled services rendered under the terms of this Agreement. Should Ethixa cancel this Agreement, Ethixa agrees to return to the Client any unused fees paid by Client to Ethixa in advance of the cancellation.

Termination of this agreement and/or specific services does NOT terminate of limits of liability or client’s responsibility to pay for services rendered. Client agrees to settle all invoices within 30 days of notice of termination.

Terms of this agreement may be updated at any time and the current agreement will be located at https://ethixa.com/terms/gsa. Clients will be notified of any substantive changes 30 days prior to implementation. Clients may notify Ethixa in writing within 15 days of any specific term that is questionable or unacceptable. Ethixa and the client may come to an alternative agreement in writing or Ethixa has the discretion to terminate services with the client.

4. General Services Provided

Ethixa agrees to provide professional and/or technology-related services to the Client. All services provided by Ethixa to the Client, including work performed by Ethixa’s subcontractors, employees, vendors, or assignees, are, without exception, performed under and subject to the provisions of this Agreement.

Ethixa, in its sole discretion, may refuse to provide services or perform work under the following conditions:

  1. If the work, (or its logical result) breaches any applicable laws, statutes, regulations, confidentiality agreements, or commonly accepted moral standards;
  2. If the work may result in reasonably foreseeable financial or physical harm to any person, organization, group, or entity;
  3. If the work will produce a finished product or result that Ethixa, in its reasonable judgment, believes will not meet its standards for quality, utility, or fitness for purpose.

The Parties agree that from time to time, in developing a given specific scope of work to be performed by Ethixa under this Agreement, Ethixa may expend considerable time and resources in the form of requirements gathering, analysis, research, or other preliminary activities necessary to provide a solution path to the Client. Such activities may be billed to the Client at Ethixa’s applicable service rate, and the Client agrees to pay Ethixa for such billed work subject to the terms and conditions contained in this Agreement.

At the Client’s request, Ethixa will attempt to give a “best guess” estimate of the labor hours and/or materials necessary to finish requested work, and the Client agrees to promptly approve or refuse the work Ethixa has estimated. If the Client agrees to proceed, the Client agrees to pay Ethixa its applicable labor rate and materials costs for such work, subject to Ethixa’s standard Terms and Conditions, along with any deposit that may be required by Ethixa to begin work.

5. Managed Service Plans / Requesting Service / Ticketing

The client may request tech support services or engage Ethixa to implement a more detailed managed service program, such as IT environment support, backup and recovery services, or others. In such cases, the specific terms of the managed services program and procedures for requesting service are described in the Ethixa Managed Services Attachment located at https://ethixa.com/terms/managedservices.

6. Service Rates

All Ethixa labor rates are shown in the schedule entitled, “Ethixa Rate Schedule”, which is updated from time to time and incorporated herein by reference. Only the latest revision of such schedule found at https://ethixa.com/terms/rates, shall apply to this Agreement.

Ethixa’s standard labor rate is calculated per man-hour and is applicable during its normal business hours of 8:00AM to 5:00PM, Monday through Friday. Services provided by Ethixa outside its normal business hours, including holidays, or emergency schedules will be billed at Ethixa’s extended rate. Travel time to, from, or on behalf of the Client will be reported and billed at Ethixa’s standard labor rates or service asset rate determined by asset inventory sheet. Under a managed service agreement, the rate applicable to the support of a specific asset or site is determined by the Asset Inventory Sheet.

Discounted or modified labor rates and/or terms may be extended to the Client by Ethixa as the result of “package pricing” with other or additional services, or when the Parties agree from time to time, on a “case by case” basis. Such discounted or modified rates will only apply to the specific packages, projects, or work for which the modified rates were intended and agreed between the Parties, and will not apply to the remainder of the general technology support services which are provided by Ethixa herein-under and billed at the rates shown in Ethixa’s rate schedule. The decision by Ethixa to extend a lower or different labor rate to the Client in such cases does not change or alter any of the other terms of this Agreement or guarantee rate concessions on future work.

Ethixa reserves the right to change rates for any of its services at any time, and the Client will receive notice of such changes in writing no less than sixty (60) days before they become effective.

7. Payment (Invoicing)

Ethixa will invoice Client the amount set forth in the GSA, proposal, or statement of work. Unless otherwise stated in Ethixa’s invoice: payment is due within one month of date of the invoice. Amounts unpaid by Client after one month shall bear interest at the rate of five percent (5%) per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Client to make payment, Client will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Ethixa in collecting such amounts. Without limiting any other remedy available to Ethixa in law or equity, in the event that Client is in default of its obligations hereunder, including without limitation delinquent in payments required to be made hereunder, Client shall upon notice by Ethixa cease-and-desist from any further use of any information, materials or other deliverables acquired under this Agreement. All payments due are in U.S. dollars and are exclusive of any applicable taxes. Client shall be responsible for all applicable taxes.  

8. Approval of “Good Samaritan” Work   

In the course of providing service under this Agreement, Ethixa may deploy certain monitoring tools into the Client’s IT assets to provide a window into the performance characteristics of those assets. Rapid or substantial changes in such performance characteristics may signal a failure, imminent failure, or peril to the monitored asset or its associated IT environment. 

Such performance changes may be relayed to Ethixa in the form of alerts which are delivered by various means, some of which may require immediate attention to avoid a failure or reduced performance in IT service from the asset, or a related asset. Some of these alerts can occur after-hours, or during the absence of the Client’s contact personnel as named by the Client. Upon this occurrence, or other similar occurrences, Ethixa may be unable to quickly gain the Client approvals it may otherwise obtain to perform certain preventative or remedial work. 

 In realization of these potential conditions, the Parties mutually agree that:

  1. Conditions may arise in a Client’s IT asset or assets where the function of the asset or assets could be compromised or lost without the Client’s knowledge;
  2. Ethixa may be alerted to such potential loss of function through its monitoring efforts of the Client’s IT environment;
  3. The loss of function in such asset or assets could negatively impact the Client in the form of lost production or business functions;
  4. The Client wishes to maintain availability or function of its critical IT assets under such circumstances.

Therefore, under the aforementioned conditions and subsequent realizations, the Client grants Ethixa the following authorities:

  1. Ethixa may use its discretion to generate a Service Ticket to record an issue, problem or anomaly in the Client’s asset or assets that it has reason to believe will result in a negative business impact to the Client unless promptly addressed;
  2. Ethixa may act unilaterally upon such a Service Ticket to the extent that the issue, problem, or anomaly is:
    1. mitigated to the point where its impact is removed or significantly lessened until the Client can be consulted for further action;
    2. temporarily mitigated by implementation of a “work-around” solution until the Client can be consulted for further action;
    3. determined by Ethixa, in its reasonable judgment, to be beyond the scope of Ethixa’s authority under this provision until the Client can be consulted for further action.
    4. Ethixa may close the Service Ticket upon successful resolution of the issue that caused the Service Ticket to be generated.
  3. Actions taken by Ethixa under this provision will be considered by both Parties to be within the scope of services provided by this Agreement, and the Client agrees to pay Ethixa for its Time and Materials, as applicable, under the Terms and Conditions contained herein.

9. Support Tools

In order to provide certain services that the Client may request, Ethixa may, at its discretion, install or connect to the Client’s IT equipment certain hardware or software tools, or some combination thereof. These important tools allow Ethixa to receive monitoring alerts, conduct remote patch management, perform data backups, provide live remote support, or conduct any other on-site or remote operations or diagnostic procedures in the performance of its duties under the terms of this Agreement. These tools will also enable Ethixa to implement and update certain business rules related to security and performance of its IT infrastructure as required by the Client.

These tools are supplied to Ethixa by such various and reputable vendors as Ethixa deems necessary, in its sole discretion. As with any installed software or hardware, these tools will consume some of the processing or computational resources formerly available to the users of the Client’s IT system. The performance impact caused by the diversion of these resources may be noticeable or unnoticeable to the Client’s IT users, depending on many possible factors. In general, the tools provide positive benefits to the system and the Client that outweigh the negative performance impacts caused by their presence. 

In the event that Ethixa and the Client jointly or severally determine that the aforementioned tools noticeably and unacceptably affect the operation of the Client’s IT infrastructure, Ethixa will, in its discretion:

  1. Modify the tools or hardware to materially reduce their deleterious effects, or
  2. Disconnect, uninstall, or otherwise remove the tool(s) or hardware which created the performance issue, and propose to the Client alternative means of accomplishing the necessary objectives within five (5) business days of removal of the initial tool(s).

10. Roles and Responsibilities

In order to maximize the efficiency and delivery of support services to the Client, the Client and Ethixa acknowledge and agree to abide by the following general responsibilities under this Agreement:

  1. The Client will conduct business with Ethixa in a courteous and professional manner.
  2. The Client agrees to provide to Ethixa personnel a safe and secure work environment when they are working in and around the Client’s facilities and grounds. Ethixa personnel shall not be required to work in conditions that do not meet the accepted standards in the Client’s industry for safety or in conditions where they feel threatened or unsafe. Refusal of Ethixa personnel to perform work in or under the unsafe conditions described in this provision shall not be considered by the Client to be a breach by Ethixa of any of the terms described in this Agreement until such time as the adverse conditions causing the refusal to work are remedied to Ethixa’s satisfaction.
  3. The Client agrees to adhere to Ethixa’s Procedures for Requesting Service as defined elsewhere in this document.
  4. In order to provide the highest quality service and maintain an accurate and organized resolution to problems, the Client agrees to report all problems to the Help Desk. All issues not properly reported and ticketed will be referred back to the Client.
  5. The Client will provide all of the necessary and requested documentation, information, vendor authorizations, certificates of authority, proxy agreements, and knowledge capital to Ethixa prior to the start of work in response to request(s) for support of a new application or purchase of new hardware.

The client is responsible for maintaining compliance to their own industry standards and regulations (i.e. financial, government, medical, etc.). Many industries require specific retention schedules and data protection. It is the client’s responsibility to present these standards and regulations to Ethixa and adopt the solutions proposed that accommodate these regulatory requirements.

In order to provide the highest quality of service, Ethixa acknowledges and agrees to abide by the following general responsibilities:

  1. Ethixa will conduct business in a courteous and professional manner with the Client.
  2. Ethixa will attempt to capture sufficient Client information to establish a framework for providing service under this Agreement.
  3. Ethixa will attempt to resolve problems by remote means to save time and control Client costs.
  4. In the event that an issue cannot be resolved via remote means, Ethixa will dispatch technician(s) to the Client’s location for further action.

11. Software Licensing

In the course of providing service to the Client, Ethixa may inform the Client of the licensing status of the software installed on its IT hardware. Transmittal by Ethixa of this information is not a warranty to continue, maintain, or renew any licensure for any product. 

If Ethixa becomes aware of software licensing that is expired, unauthorized, or non-existent, Ethixa will inform the Client of the licensing requirements for the application and the Client agrees to comply with any software licensing requirements of the stated software supplier within thirty (30) days of this disclosure by Ethixa to the Client. If the Client does not become licensed for any unlicensed software applications under the terms of this provision, Client recognizes that Ethixa may not provide support for the unlicensed applications, or any other applications that are designed to run with, through, or in the unlicensed software. Furthermore, the Client agrees to release, indemnify, and to hold Ethixa harmless from any civil or criminal actions resulting from the Client’s possession or use of unlicensed software.  Ethixa’s service exclusion under this provision shall not be considered by the Client to be a breach of Ethixa’s obligations under any of the terms of this Agreement. Unless specifically requested by the Client, Ethixa does not actively police Client licensing or perform thorough investigations of the licensing status of installed Client software.

12. Access

Client will provide to Ethixa any and all access accounts, passwords, and contacts necessary to perform its work for the Client.

13. Website, media, and social content

Where applicable, Ethixa may develop, manage or support the Client’s media content including but not limited to the Client website, Facebook page, Twitter feed, YouTube account, etc. Work that Ethixa performs for the Client on a new website may be defined in a proposal or statement of work separate from this GSA, but in all cases such work will be provided under the terms of this GSA, unless otherwise specified in writing. For DNS and URL support, the Client agrees to provide Ethixa with any and all user accounts, passwords, and contacts necessary to support such media content.

14. Hosting

Where applicable, Ethixa may offer hosting services in various forms. Unless otherwise specified, any hosting-provider related issues will be covered under the flat rate charged for your hosting service. If Ethixa discovers that a reported hosting issue is caused by a condition or conditions that are not directly related to a failure of the hosting provider, Ethixa will provide troubleshooting and repair services to the Client at Ethixa’s applicable billable rate, and Client agrees to pay for such work according to the terms provided herein. Client understands and agrees that hosting services are provided on a pre-paid basis, and that Ethixa reserves the right to discontinue hosting services if the Client has not paid according to the invoice terms, or for any reason that Ethixa deems appropriate, in its sole and absolute discretion. Where the client is hosting with a provider other than Ethixa, hosting issues addressed by Ethixa are subject to Ethixa’s applicable billing rate.

15. Content Rights

In performing work on certain projects and/or general support for the Client, Ethixa may gather content from the Client for publication or public display. Such publication or display may include placement on a website, posts to Social Media outlets, and incorporation into brochures, promotions, or other material. All such content provided by the Client to Ethixa must be lawful for public display or use. Client is responsible for securing all rights, permissions, clearances, and copyrights for any and all content and intellectual property, and shall specifically hold Ethixa harmless from all challenges, lawsuits, or peril as a result of using, posting, or incorporating such content into any website, blog, Social Media posting, publication, or any other outlet Ethixa has been directed to make public by the Client. 

It is the Client’s responsibility to review any and all content for accuracy, legality, and fitness-for purpose, and for compliance with all privacy, trade, or protective laws, codes or guidelines. Ethixa may refuse to post or publish content that it knows or believes to be in violation of such laws, codes, or guidelines, and Client agrees that such refusal shall not be construed as a breach of this Agreement.

Ethixa retains the rights to all media created and produced for the Client and the rights to utilize media for the purposes of promotion, advertising, and future purposes unless otherwise specified in writing.

16. Source Code and Content 

Ethixa may design custom software applications that provide certain functionality or features which are valuable to the Client, with Ethixa granting the use of such functionality to the Client in perpetuity, unless otherwise stated or licensed. Ethixa retains all rights, title, and ownership of the source code, development notes, and artifacts. As such, the Client agrees not to disclose any information which it may be provided pertaining to source code or the design and development of the functionality, or resell or reverse engineer any features or functionality of the software. Client may not assign its rights or delegate its duties hereunder without Ethixa’s written consent.

17. Third Party

Ethixa may, from time to time, employ third party hardware and software or engage the services of and/or disclose client information to third party vendors in its sole and absolute discretion. Ethixa does not warranty third party hardware or software and labor required to support, troubleshoot, correct issues, or replace third party software and hardware may be billed to the client at Ethixa’s standard rates.

18. Default and Remedy

In the event that either party breaches this Agreement, the other party may: (a) terminate the Agreement under Section 3 above; and (b) upon ten (10) days’ notice, pursue all rights and remedies available at law, in equity, or under the terms of this Agreement. In the event of a breach by the Client and upon ten (10) days’ notice, Ethixa may immediately collect all amounts due up to the date of such termination and discontinue all services provided to Client. Customer shall be responsible for Ethixa’s costs and reasonable attorney’s fees, if any, incurred by them in any action to enforce this Agreement, whether through court, arbitration, or whatever means used by Ethixa.

19. Limitation of Liability

Ethixa’s obligations under this Agreement are limited to those contained herein. The support services to be provided herein incorporate processes and techniques that generally adhere to IT industry “best practices”, however, they do not constitute a warranty against equipment failures, software bugs, communication or power outages, management errors, or any other circumstance or occurrence that may lead to failures in the Client’s IT environment. Ethixa shall not be held accountable at any time, either incidentally or consequentially, for any loss in production, disruption of workflow, physical damage, personal injury, loss of business, loss of data, or any other loss of any kind or type as a result of direct and/or indirect failures in the Client’s IT system or its related or connected systems or software. Additionally, Ethixa will not be held accountable for loss, damages, disruption, and/or injury incurred by the client(s) of Ethixa’s client as a result of direct or indirect failures in the Client’s IT system, or its related or connected systems. Furthermore, Client agrees to specifically release, indemnify, and to hold Ethixa and its subcontractors harmless from any and all such loss, disruption, damage, and/or injury, including attorney’s fees.

Should Ethixa be found liable for loss, damage or injury, such liability shall not exceed the lesser of $10,000 or the billed amount of the specific work, project, or specific portion of recent service which caused the loss, damage or injury. Customer acknowledges that the actual damages likely to result from a breach of this Agreement are difficult to ascertain or estimate on the date of this Agreement. As a result, the parties agree that the limitations contained in this section would serve to compensate Customer for any breach by Ethixa of its obligations under this Agreement, and they do not intend for it to serve as punishment for any such breach by Ethixa. These limits of liability remain in force upon cancellation of the agreement.

20. Entire Agreement

The parties affirm that they have carefully read this Agreement, that they fully understand the meaning and intent of this document, that they have signed the Agreement voluntarily and knowingly after consultation with counsel, and that they intend to be legally bound by the promises contained in this Agreement for the aforesaid consideration.

The parties affirm that this Agreement sets forth the entire agreement between the Parties and supersedes all prior or contemporaneous agreements or understandings between the Parties with respect to the subject matter contained herein. No alteration or other modification of this Agreement shall be effective unless made in writing and signed by all Parties.  Notwithstanding any rule of law to the contrary, this Agreement may not be amended (or otherwise may not be interpreted as having been amended) orally, by conduct, by informal writings or by any combination thereof.

21. Descriptive Headings

The descriptive headings used herein are for convenience only and are not intended to refer to the content in sections preceding them or following them. They have no effect whatsoever in determining the rights or obligations of the Parties.

22. Governing Law

Any action arising out of the alleged breach of this Agreement shall be brought only in the State or Federal Courts for Monroe County, Pennsylvania.

23. Modification and Waiver

A modification or waiver of any of the provisions of this Agreement shall be effective only if made in writing and executed with the same formality as this Agreement. The failure of either party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent lack of performance of any provision contained herein.

24. Partial Invalidity

If any provision of this Agreement is held to be invalid or unenforceable, all other provisions shall nonetheless continue in full force and effect.

25. Signing

This Agreement may be signed in Counterpart, any of which may be deemed the original. The Parties intend and agree that photocopies or facsimiles of this document and documents agreeing to the terms of this document with their signatures thereon shall be treated as an original and shall be deemed to be as binding, valid, genuine, and authentic as an original signature document and writing for all purposes, including matters of evidence. Continued use of services from Ethixa indicates consent to this Agreement.

26. Additional Documents

The following additional documents are part of, and subject to Ethixa’s terms:

27. Additional Instruments

At the request of Ethixa, the Client shall execute, acknowledge and deliver to Ethixa any and all further instruments or documents that may be reasonably required to give full force and effect to any of the provisions of this Agreement.  

28. Notice

Any notice to be given hereunder by either party to the other shall be in writing and shall be effected as follows:

To Ethixa by regular mail, notice shall be addressed to:

Ethixa Solutions, LLC
1275 Glenlivet Drive
Suite 100
Allentown, PA 18106

To Ethixa by electronic mail, notice shall be addressed to:

info@ethixa.com

(version 2020.01.06.1)