SeeksAdmin | Server Administration & Management, Outsourced Customer Support

MUST AGREE TO THESE TERMS TO UTILIZE SEEKSADMIN SERVICES
These are the terms by which SeeksAdmin will provide its services. These terms may be amended or modified without prior notification at any time. SeeksAdmin's terms of service were last modified November 9, 2007. The agreement governs the conditions by which SeeksAdmin will provide service, and Customers will utilize service.
In consideration of the mutual covenants set forth in these terms of service, both SeeksAdmin and customer hereby agree as follows:

SeeksAdmin Server Administration Services

1. Scope of Admin Services.

SeeksAdmin shall, during the Term (as defined below) provide to the Customer server/computer administration services described below (the "Admin Services"), at such times as Customer may reasonably request.

Admin Services include, but are not limited to:

a. Install patches, fixes, and updates to operating system and/or servers; install additional software packages to the operating system and/or server; install patches, fixes, and upgrades to additional packages.

b. Provide Customer with adequate protection (as outlined in service description) and safeguard Customer against virus, Trojan, spyware, DDOS, (the "Protections") or any other unauthorized intrusion.

c. Develop policies and procedures for updating Protections.

d. Provide all additional services out outlined in specific plan description.

e. Provide requested services and responses within a maximum 2 hour period of the Base Administration plan and 1 hour period for the Full Administration plan.

2. Limitations of Admin Services.

SeeksAdmin shall not be responsible for the following:

a. Liaising with billing and/or accounting matters related to payment for software, licenses, Services or other items unless directly provided by or acquired for Customer by SeeksAdmin.

b. Fixing errors and omissions contained in any third-party source outside the direct control of SeeksAdmin, unless otherwise specified.

Outsourced Support Services

3. Scope of Support Services.

SeeksAdmin shall, during the Term (as defined below) provide to the Customer outsourced customer support services described below (the "Support Services"), at such times as defined in the outsource support service's descriptions.

Support Services include, but are not limited to:

a. Providing ticket based helpdesk support services on a per ticket arrangement, either prepaid or monthly.

b. Providing live chat operators to provide instant support services.

c. Providing dedicated staff members to work directly for the Customer and provide support services solely to them during specific hours.

d. Providing level one and level two support services to Customers' end users.

4. Limitations of Support Services.

SeeksAdmin shall not be responsible for the following:

a. Providing level three services, unless SeeksAdmin is also the Customers' server administration service provider. Level three tickets will be escalated to Customers' admin team.

b. Providing Customers' with direct access to SeeksAdmin technicians via live chat or telephone if the dedicated staff service is not purchased.

General Terms

5. Term of Service.

This Agreement shall commence on the first day of the Customers' initial payment and shall continue on a monthly basis as long as Customer maintains timely payments of each monthly invoice. For prepaid services, the term shall terminate when credit is no longer sufficient to pay for services. Upon termination of this Agreement, SeeksAdmin shall remove all of the Customer's server access information from SeeksAdmin's private servers. SeeksAdmin shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services.

6. Compensation.

For all of SeeksAdmin's Services under this Agreement, customer shall compensate SeeksAdmin in US Dollars, which are accepted in Money Order, Credit Card, Bank Transfer, Paypal, and E-Gold. In the event Customer fails to make timely payment on invoices, SeeksAdmin reserves the right to charge a $5 late fee on the 3rd overdue day. Should compensation not be provided within a week (7 days) of the addition of the late fee, SeeksAdmin has the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement (breach), (2) immediately stop all Services, (3) send account to collections, (4) bring legal action.

7. Mutual Confidentiality.

Customer and SeeksAdmin acknowledge and agree that the Specifications, client area details, all documentation, and information related to the performance, production, creation or any expression of the Services are the property of the Customer. Materials shared between SeeksAdmin and Customer (the "Confidential Information") including, but not limited to documentation, server specifications, client details, pictures, photographs, charts, correspondence, supplier lists, analysis and other furnished property shall be the exclusive property of the respective owner (the "Owning Party") and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public or had been previously made available by the Owning Party in a public venue.

8. Limited Warranty and Limitation on Damages.

SeeksAdmin warrant the Services will conform to the Specifications laid out in each of the respective plan/package descriptions. If the Services do not conform to the Specifications, SeeksAdmin shall be responsible for correcting the Services without unreasonable delay, at SeeksAdmin's sole expense and without charge to the Customer, to bring the Services into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty, express or implied. Customer acknowledges that SeeksAdmin is not responsible for the results obtained by Customer when using any Services produced by SeeksAdmin. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of compensation paid to SeeksAdmin, which is only provided on a case by case basis at the sole discretion of SeeksAdmin. No action, regardless of form, arising out of the Services rendered, under the Agreement, may be brought by either party more than three months after the cause of action has occurred. In no event shall SeeksAdmin be held liable for consequential damages.

9. Independent Contractor.

SeeksAdmin are retained as independent contractors. SeeksAdmin will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on SeeksAdmin's behalf. SeemsAdmin understands that they will not be entitled to any fringe benefits that the Customer provides for Customer's employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.

10. Satisfaction Guaranteed

SeeksAdmin guarantees high quality on our server management, outsourced support, and monitoring service. If the Customer is not completely satisfied with the Service within the first 3 support requests or initial 30 days of service (the earlier of the two), the Customer will be provided with a refund of the Compensation paid minus any related setup fees or 3rd party services (licenses, servers, etc.) Only one refund per Customer or affiliate thereof will be honored. If the Customer requests a refund, and becomes a Customer again at a later date they will not qualify for a refund. Refunds are only available on the one (1) server for which Service was provided. It Customer orders Services for more than one server, only one (1) is eligible for a refund. In certain instances at our sole discretion, we reserve the right to delete, remove and/or undo any work that was performed on the Customer's server(s) during the period in which a refund is or was requested and/or given.

11. Disputes / Chargebacks

All payments after the initial thirty (30) days of Service are nonrefundable, regardless of usage or reason. Any incorrect, overcharges or billing disputes must be reported within sixty (60) days of the time the charge occurred. Any disputes to a charge on the Customer's credit card, which SeeksAdmin considers valid according to the terms of the Terms of Service, the Customer agrees to pay SeeksAdmin an "Administrative Fee" of $75.

12. Refusal of Service

SeemsAdmin reserves the right at its sole discretion to refuse or cancel service. Violation of any of these Terms of Service will result in a warning, suspension, or termination of Service. Accounts may be terminated for any or no reason at all without any prior notice to the customer. Service terminated due to Terms of Service violations will not be refunded.

13. Customer Abuse

SeeksAdmin has a zero tolerance policy for abusive language and/or abusive behavior towards our company, the Service we provide and/or our employees. Any customer deemed at our sole discretion to be abusive will result in immediate irrevocable account termination without and refund. Threats to sue, slander, libel, etc. will all be considered abuse.

14. Postings on Public Forums

Any Customer of the Service that engages in posting negative feedback on any public forum about our company and/or our employees before contacting our feedback department to discuss any issues you may have will result in immediate account termination. The customer is well within their right to post feedback without discussing the issue with SeeksAdmin's feedback department; however, we expect professional courtesy in our relationship with our Customers and expect at least being contacted first. We always work to the best of our ability to resolve any negative issues brought up with our feedback department. We will reserve the right to terminate service for any Customer that violates this term.

15. Response Times

SeeksAdmin guarantees a maximum response time on our Server Administration plans of 2 hours on the Base plan and 1 hour on the Full plan. Tickets are reviewed in the order in which they are received and answered in the same order respectively.

16. Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.

17. Binding Effect.

This Agreement shall be binding upon and inure to the benefit of Customer and SeeksAdmin and their respective successors and assigns, provided that SeeksAdmin may not assign any of their obligations under this Agreement without Customer's prior written consent.

18. Waiver.

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

19. Good Faith.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

20. Indemnification.

Customer warrants that everything Customer gives SeeksAdmin in the execution or performance of Services, or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold SeeksAdmin harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product, including, but without limitation, any and all demands, liabilities, losses, costs, and claims including attorney's fees arising out of injury caused by Customer's products/services, material supplied by Customer, or copyright infringement.

21. Use of Descriptions of Services for Promotional Purposes.

Customer grants SeeksAdmin the right to use descriptive text, testimonials, performance metrics, and other images, photos, and/or graphics that demonstrate the Services for promotional purposes, and/or to cross-link such items with other promotional resources developed by SeeksAdmin.

22. No Responsibility for Theft.

SeeksAdmin has no responsibility for any third party taking all or any part of the Services or Work Product, results of Services or Work Performed, or the improper use of any Services or Work Product produced by SeeksAdmin by any third party.

23. Right to Make Derivative Works.

SeeksAdmin has the exclusive rights in making any derivative works of any Services, Methodology, or Work Product.

24. Attorney's Fees.

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

25. No responsibility for loss.

SeeksAdmin is not responsible for any down time, lost files, equipment failures, acts of nature, or any damage resultant from activities considered beyond the control of SeeksAdmin, such as war, riots, natural disasters, vandalism, and other events.

Please Note: Utilization of our services implies complete acceptance of these Terms of Service. The terms of service, your account, and billing will automatically renew monthly. All cancellations must be requested at least 3 days or more prior to renewal.