Ethixa Managed Services Attachment

This Ethixa Managed Services Attachment (“Attachment”) is incorporated into the Ethixa General Service Agreement located at https://ethixa.com/terms/gsa.

1. Asset Inventory Sheet

The Parties agree that the Ethixa Customer Asset Inventory Sheet (Asset Inventory Sheet) defines all covered assets in the customer’s technology environment. In multiple-site environments, there will be a separate Asset Inventory Sheet for each client location. The support program selected by the Client for each asset (Watchman Total Care, Watchman Select, Backman, T & M, Do Not Touch, AV, etc.) will be designated on the Asset Inventory Sheet. Technical information pertinent to support and billing (system type, name, storage amount, etc.) will also be listed on the Asset Inventory Sheet. Pricing will be based on the support options selected and the Client will be invoiced accordingly. The Asset Inventory Sheet may be updated no more often than once monthly. The Client may request an updated copy of the Asset Inventory Sheet at any time. The Asset Inventory Sheet will be completed to the Client’s and Ethixa’s best ability at time of proposal in order to provide estimated service costs. The final service costs will be determined upon completion of the Technical Inspection. The Client agrees to notify Ethixa of any pertinent changes to site assets including additions, removals, and changes in data storage requirements. If customer is on a Watchman Total Care plan, the Client agrees to add newly acquired assets to the plan. Watchman Select, Backman, and other service options may be added at Client discretion

2. Managed Services – as selected on asset inventory sheet

Environment

The Client maintains an IT environment consisting of various hardware and software components as documented in the Asset Inventory Sheet. The Client wishes to place the monitoring and maintenance of these assets under the terms of this agreement, and Ethixa agrees to perform the work necessary to meet the service levels described herein, under and subject to the following conditions:

  1. Client understands and agrees that covered assets will be defined by the Asset Inventory Sheet;
  2. Client must provide to Ethixa, to Ethixa’s satisfaction, physical and virtual access to the listed assets;
  3. The Client must provide and maintain, for the term of this Agreement, internet access to all assets that can be accessed via an internet connection.

Watchman

All applicable assets must be selected for coverage on the Asset Inventory Sheet in order to utilize the Watchman Total Care. Watchman Total Care then provides monitoring and reduced hourly support costs for all assets as defined by Ethixa’s Rate Schedule.

All assets designated for Watchman Select coverage on the Asset Inventory sheet will be monitored and supported at a reduced hourly rate as defined by Ethixa’s Rate Schedule. Support provided for non-selected assets will be billed at Ethixa’s standard rates. The Watchman Total Care service also requires a standard monthly client site fee.

Ethixa agrees to provide services described below to the Client for each Covered Asset in accordance with the Service Plan selected on the Asset Inventory Sheet.

  1. Asset Monitoring – The Agent sends alarms to Ethixa when certain performance parameters are breached. No extra cost.
  2. Queue Watching – Ethixa’s Help Desk Personnel scan the Alarm Queue daily to look for trouble in the Client’s systems. No extra cost.
  3. Trouble/Request Ticketing – Ethixa’s Help Desk will track Tickets and coordinate actions to ensure the quickest resolution to problems and requests.
  4. Reduced hourly rates – Services delivered through a Watchman Agreement will be reduced from Ethixa’s standard rates as defined in Ethixa’s Rate Sheet.
  5. Remote Troubleshooting – When trouble occurs, Ethixa technicians will attempt to repair the issue by using Remote Access function
  6. Technician Dispatching – If the issue cannot be resolved by remote access, the Help Desk may dispatch an Ethixa technician to your location for further action.
  7. Hardware Repair/Replacement
  8. Vendor management
  9. Patch/Update Management (Excludes support to address issues introduced by the patching process)

Backup/ Restore/ Testing/ MTR/ Retention and Backman Service Options

Ethixa does not use its own backup software or hardware. All hardware and software backup implementations are provided by third-parties and implemented according to the service plan selected by the Client.

 As such, Ethixa is not liable or accountable for incidental or consequential damages resulting from failures of any third-party hardware and software implementations.

Backman Service Options provide various options for backup solutions (defined below as Endure, System Guard, and Data Guard). In each case, Ethixa will select the vendor solution that is most suited to the Client’s business requirements as disclosed by the Client. Ethixa reserves the right to change the implemented solution at any time. All implemented backup solutions require manual intervention by Ethixa to restore operations in the event of a covered system failure.  Ethixa may perform periodic tests, based upon Client’s service agreement, to reasonably verify that the backup services are functional. Ethixa will check backup file integrity on a monthly basis.

Ethixa’s backup services are intended to provide effective, affordable dependability; however, none of these services are implemented as “high availability” solutions and are not presented as such. Mean Time to Recovery (MTR) depends on many variables and, unless specifically stated by Ethixa, is not guaranteed by our standard service plans. A customer stated desired MTR may not indicate the actual MTR of the solution implemented.

Failover and restore testing are field-based simulations of real-world failover/recovery system integrity. It is the responsibility of the client to schedule failure and restore testing with Ethixa and to coordinate Ethixa’s access to systems and key personnel. Ethixa may make recommendations to perform these tests as they are often Ethixa’s preferred method of determining system readiness. Due to the variable levels of effort required, these tests are not included in any of Ethixa’s standard service plans.

Backman Endure

Backman Endure can be added to any qualified asset at any time by simply notifying Ethixa, and by selecting the Backman Endure checkbox for the selected asset on the attached Asset Inventory Sheet. Ethixa determines whether an asset is qualified during the Technical Inspection. Backman Endure will remain in force on all selected assets

Ethixa agrees to provide services described below to the Client for each Covered Asset in accordance with the Service Plan selected on the Asset Inventory Sheet.

  1. Image-based backups of entire systems
  2. Off-site backup replication
  3. One-year data retention
  4. Backup activity monitoring
  5. Test and verification of every backup
  6. Virtualized standby for rapid recovery

The services below are optionally available as selected on the Asset Inventory Sheet:

  1. Unlimited data retention
  2. Daily backup screenshot verifications
  3. Daily application test screenshot verification

Backman System Guard

Backman System Guard can be added to any qualified asset at any time by simply notifying Ethixa, and by selecting the Backman System Guard checkbox for the selected asset on the attached Asset Inventory Sheet. Ethixa determines whether an asset is qualified during the Technical Inspection. Backman System Guard will remain in force on all selected assets as indicated on the Asset Inventory Sheet. Backman System Guard provides image-based backup of selected assets to an on-site storage device and provides off-site replication of the backups.

Backman Data Guard

Backman Data Guard can be added to any qualified asset at any time by simply notifying Ethixa, and by selecting the Backman Data Guard checkbox for the selected asset on the attached Asset Inventory Sheet. Ethixa determines whether an asset is qualified during the Technical Inspection. Backman Data Guard will remain in force on all selected assets as indicated on the Asset Inventory Sheet. Backman Data Guard provides file-based backup of selected assets to an on-site storage device and provides off-site replication of the backups.

Scheduled On-site Days

Client may add Scheduled On-site Days as part of a Watchman managed services plan and as selected by the client on the Asset Inventory Sheet under this Agreement.

Associated Costs

  1. The Watchman Total Care, Watchman Select, and Backman services are proactive and will be billed monthly. Client will receive an invoice for the site fee, plus the monitoring fees, and backup fees for each asset listed in the Asset Inventory Sheet. Client agrees to pay such invoice(s) by the end of the preceding month that service is effective. All other payment terms shall be made according to the Terms and Conditions in this document.
  2. The Backman requires a one-time setup fee and the purchase of an Ethixa specified, appropriately sized backup appliance. Client will be invoiced for the appliance prior to the commencement of the installation.
  3. All Time and Materials work performed during the service month will be invoiced on the month after the Services or Materials are furnished, and Client agrees to pay such invoices according to Terms and Conditions as attached to the parent GSA. There may be instances where the payment of certain materials will be required prior their procurement and installation. Ethixa will give advance notice to the Client in such situations.

Procedures for Requesting Service

When requesting service from Ethixa, the Client agrees to abide by the service request procedures as outlined in Procedures for Requesting Service.

3. Technical Inspections

For a period of fourteen (14) days from the execution of this agreement, the Client agrees to allow Ethixa, its employees, or its agents to physically inspect the equipment and/or applications subject to this Agreement for the purposes identifying and current hardware and software assets, assessing the physical and functional state of such equipment and/or applications, and determining Ethixa’s ability to provide the specified support for said equipment and/or applications. Information gathered during the Technical Inspection will be used to update the Asset Inventory Sheet. Should this inspection reveal conditions under which Ethixa, in its sole discretion, would be unable to fully deliver the services herein stated, or would make it hazardous or harmful in any way for Ethixa or its employees to perform their duties herein under, Ethixa will give written notification to the Client of the existence of such conditions, and will include in such notice one or more of the following potential remedies:

  1. Ethixa will offer suggestions, if feasible, under which the Client may bring the equipment or applications into a state, if any, that would allow Ethixa to provide the support services promised herein;
  2. Ethixa will remove from this agreement the equipment or applications preventing it from delivering to the Client the services promised herein;
  3. Ethixa will deliver support services for the excluded equipment at its sole discretion, and such services will be provided at its standard labor rates and terms.

If the Parties are unable to reach a satisfactory arrangement under this provision that would allow these Additional Services to remain viable, then either Party may terminate this agreement without penalty, and this agreement will be considered null and void and without force or effect. If Ethixa provided services to the Client under the provisions of this agreement prior to cancellation as specified in this section, then Ethixa will invoice the Client for such work at its regular rates, and the Client agrees to pay Ethixa for such work according to the Terms of the parent GSA.

Client agrees to comply with any necessary on-boarding process Ethixa deems appropriate.

4. Procedures for Requesting Service (Ticketing)

Ethixa will accept any request from a client, unless the client designates, in writing, a different request workflow.

Please contact Ethixa by telephone at 610-871-3734. Use the Tech Support extension that we route to a qualified technician, or by email at support@ethixa.com. Ethixa reserves the right to record all calls.

When requesting service or reporting a trouble to Ethixa, the Client agrees to differentiate issues by type in the following manner:

  1. Issues caused by failure in the Client’s IT environment (i.e. trouble incidents or problems). Such incidents may result in the generation of a Trouble Ticket;
  2. Requests to receive technical coaching support or make changes in the Client’s IT environment (i.e. service requests or change requests). These requests may result in the generation of a

The Client further agrees to assign Severity Codes to all Trouble Tickets and Priority Codes to all Request Tickets, according to the definitions as shown below:

  1. Severity Code 1 – there is a significant negative impact on overall business operations. Examples: server down, network offline, primary business application down
  2. Severity Code 2 – there is a significant issue affecting single user or group of users that is reducing overall functionality and causing a negative impact on the business. Examples: user workstation down, group of users has no access to important files, email down
  3. Severity Code 3 – there is a minor issue that affects a single user or small number of users which may reduce some business functionality but has limited overall impact. Examples: a user experiences a login delay, a workstation has no internet access
  4. Priority Code 1 – Requests assigned this code have critical importance to the continued function, productivity, or security of a user’s IT space.
  5. Priority Code 2 – Requests assigned this code have medium importance to the continued function, productivity, or security of a user’s IT space.
  6. Priority Code 3 – Requests assigned this code have low importance to the continued function, productivity, or security of a user’s IT space.

(version 2020.01.06.1)