https://novacoast.com/legcfjotnjv/


Terms and Conditions
Novacoast makes the following assumptions in regard to this business agreement with Customer.

The Customer is responsible for:

    1: Furnishing Novacoast engineers with information and data on Customer operations, activities, and existing systems, as reasonably required to achieve the project objectives;
    2: Providing Novacoast staff with the necessary security access to systems and facilities during the performance of services;
    3: Providing and being solely responsible for the backup of all computer systems;
    4: Providing adequate workspace and power sources at each facility where services will be performed;
    5: Providing suitable server platforms with properly installed and patched network operating system (NOS) software, and obtaining any other commercial software licenses necessary for Novacoast to complete the services described in this SOW;
    6: Providing and being solely responsible for contract of any necessary telecommunications facilities (data communications circuit, analog phone lines, wiring, etc.), and for the costs associated with such facilities;
    7: Ensuring the availability and responsiveness of key personnel needed to support the implementation of the project.

Novacoast further requires understanding and agreement on the following:

    1: The intent of this Statement of Work is to address as many foreseeable integration issues as possible. It is both Customer and Novacoast's understanding that additional systems integration issues might arise during the course of the project. Therefore, the acquisition of additional system hardware or software might be required. Novacoast has the resources to source and supply the required product for Customer or Customer may source the required product from any other provider.
    2: This Statement of Work and the prices quoted herein are valid for 30 days.
    3: Customer will pay all third party transaction costs associated with this statement of work.
    4: All services are performed remotely. If on-site services are desired/required, then travel will be billed as actuals.
    5: It is agreed and understood that in the event there is any breach of this agreement, Novacoast shall be liable only to repair or replace the products and services provided hereunder and shall not be responsible for any other special or consequential damages that might result.
    6: Novacoast retains on an exclusive basis all right, title and interest in and to any intellectual property developed, delivered and/or used by Novacoast in the performance of this SOW. This clause shall not affect the ownership of any preexisting materials.
    7: Novacoast disclaims all express, and implied warranties, representations, and conditions with respect to services and any deliverables. Novacoast will perform all services in a complete, professional and workmanlike manner according to the project details described in this SOW.
    8: A party's liability for any claim arising under or related to this SOW shall be limited to direct damages and shall not exceed the amount paid under the SOW. Neither party shall be liable to the other for any indirect, special, incidental or consequential damages arising under or relating to this SOW, even if the other party has been advised of the possibility of such damages. The limitation in this section doesn't apply to a party's infringement of the other party's intellectual property rights. No action arising out of this SOW may be brought by Customer more than one year after the action accrued. The above is customer’s sole and exclusive remedy for breach of warranty by Novacoast with regard to the provision of the deliverables.
    9: If any legal action is necessary to enforce the terms of this SOW, the prevailing party shall be entitled to attorney’s fees in addition to any other relief.
    10: This SOW completely and exclusively states the agreement of the parties regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter, unless expressly stated in prior proposal, agreement or communication. Amendment of this agreement is only permitted by a subsequently dated written amendment signed on behalf of Novacoast and Customer by their authorized representatives, and any provision on a purchase order purporting to supplement or vary the provisions contained in this SOW shall be void.
    11: Without the prior written consent of Novacoast, neither Customer nor any of its affiliates will, for a period of one (1) year following the termination of this Agreement, solicit for employment or employ any employee of Novacoast. If Customer violates the terms of this section, Customer will pay within ten (10) days of retention of Novacoast employee a lump sum fee equal to 50% of the previous years earnings, including commission and bonus payments, of the employee at the time of separation from Novacoast. Notwithstanding the above, this section shall not restrict the right of either party to solicit or recruit generally in the media, and shall not prohibit either party from hiring, without prior written consent, the other party’s employee, who answers any advertisement, or who otherwise voluntarily applies for hire, without having been solicited or recruited by the hiring party.
    12: Any professional services requested by Customer that are not part of this Statement of Work are considered out-of-scope work. Out-of-scope work is arranged by using Novacoast’s Change Request Form.  Out-of-scope work is any service that is not described in this SOW, including cost adjustments.
    13: Unless otherwise agreed to, this Agreement shall be deemed to have been made in and construed by the laws of the State of California. Any dispute stemming from this Agreement shall be heard before the appropriate California court.
    14: Customer will have a ten (10) day period (“Evaluation Period”) to verify that Deliverables are in substantial conformance with the specifications as set forth in this SOW. If Customer notifies Novacoast that Deliverables are not in substantial conformance with the specifications as set forth in this SOW (“Nonconformity”), before expiration of the Evaluation Period, Novacoast will, at its expense, promptly correct such Nonconformity, whereupon Customer will receive an additional ten (10) day evaluation period, commencing upon Customer’s receipt of the corrected Deliverable(s) to verify that the previously reported Nonconformity has been corrected.  If such Nonconformity remains uncorrected Customer may require Novacoast to continue to attempt to correct such Nonconformities in accordance with this provision.
    15: Customer and Novacoast understand and acknowledge that all ad hoc engineering and development services are performed on a time and materials basis.
    16: Customer must understand that an incident is defined as assistance with one issue, problem, or question directly relating to the use or installation of Novacoast Managed Services. It does not include customizations or customer- developed code or add-ons external to those servers and devices explicitly covered in this SOW or which were added after the signing of this agreement.
    17: Customer must understand that Managed Services includes patches only: upgrades are out of scope.
    18: Customer Help Desk runs front-line and follow-up support for end user issues, known as level 1 support. Novacoast SOC & NOC works directly with designated customer IT Security contacts.
    19: Managed services will be performed out of a designated Novacoast SOC. The monitoring location will be at Novacoast’s discretion.