MANAGED SERVICES AGREEMENT

This Managed Service Agreement is made and entered into effective as of the date signed below, by and between: _________________ a professional business entity, hereafter called “Customer,” and Galaxy IT, a professional technology services Limited Liability Company, hereafter called “Galaxy IT”.  This Agreement becomes legally binding upon signature by both parties.

The Customer desires to obtain the Professional Technology Services outlined in this Agreement, having identified that these services in part or in whole, facilitate an ideal technological support strategy to be wholly executed by a specific Technology Services Provider.  Galaxy IT hereby agrees and consents to be identified as the Customer’s exclusive Technology Services Provider, in consideration of providing the services detailed herein, during the entire term of this Agreement.

The Managed Services Agreement (“Agreement”) incorporates the following documents by reference: (i) these General Terms and Conditions containing the general terms and conditions applicable to all Services, (ii) the specific Product Terms and Conditions containing the additional terms for the particular Hosting Services you are buying, (iii) the Acceptable Use Policy (“AUP”), and (iv) if your Hosted System will be provided from data centers located both in the United States and one or more non-U.S. jurisdictions, the Country Specific Terms that may be applicable in those jurisdictions.

When we use the term “Managed Services Agreement” or “Agreement” in any of these documents, we are referring collectively to all of them. Thus, both Customer and Galaxy IT for mutually satisfactory consideration do hereby agree to abide by the covenants and conditions described below:

1. DEFINED TERMS.

Some words used in the Agreement have particular meanings:

• “Acceptable Use Policy” or “AUP” means the Galaxy IT Acceptable Use Policy posted as terms-of-service as of the date you sign the Agreement.

 

• “Business Day” or “Business Hours” means 8:00 a.m. – 5:00 p.m. Monday through Friday, United States Mountain Time, excluding federal public holidays in the United States.

 

• “Confidential Information” means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential including: (i) for you, all information transmitted to or from, or stored on, your Hosted System, (ii) for Galaxy IT, unpublished prices and other terms of service, audit and security reports, product development plans, data center designs (including nongraphic information you may observe on a tour of a data center), and other proprietary information or technology, and (iii) for both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is independently developed by one of us, without reference to the other’s Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be “Confidential Information” of the other party.

 

• “Country Specific Terms” means the addendum or addenda that may be incorporated into your Managed Services Agreement if a portion of your Services are to be provided from a non-United States jurisdiction for which we have special legal terms.

 

• “Hosted System” means a combination of hardware, software and networking elements that comprise an information technology system. Depending on the Services you are buying, the Hosted System may consist of a dedicated system for your use only, or the right to use certain parts of a shared system that Galaxy IT maintains for many customers, or a combination of some dedicated elements and some shared elements.

 

• “Hosting Services” means: (i) Galaxy IT’s provision for your use of the Hosted System described in the Services Description, and (ii) Support.

 

• “Product Terms and Conditions” means the terms and conditions that are incorporated by reference in your Managed Services Agreement and that state additional terms and conditions for the particular Hosting Services you are buying.

 

• “Services Description” means a written description of the Hosted System and/or Supplementary Services you are buying from Galaxy IT, and related fees, that is incorporated by reference in the Agreement, including any “Plan” or other name given to a Services description that you submit to Galaxy IT as part of an online order process.

 

• “Service Level Guaranty” or “Service Level Guaranties” means a guaranty or guaranties identified as a “Service Level Guaranty” or “Service Level Guaranties” in the applicable Product Terms and Conditions.

 

• “Services” means Hosting Services and Supplementary Services, collectively.

 

• “Supplementary Services” means those services you purchase from Galaxy IT other than the Hosting Services, such as database administration or “DBA” services, and assistance or support for the application that you operate on your Hosted System.

 

• “Support” has the meaning stated in the applicable Product Terms and Conditions.

 

• “Our” and “Us” refers to Galaxy IT, unless the context clearly indicates another meaning.

 

2. TERM OF AGREEMENT.

2.1       This Agreement shall remain in force for a period of _____ continuous years. The Agreement may be reviewed annually to address any necessary adjustments or modifications within 30 days of the execution date of this Agreement.  Should adjustments or modifications be required that affect the fees or compensation paid for services rendered under this Agreement, these will be negotiated and agreed to by the Customer and Galaxy IT in writing and without exclusion.

2.2       This Agreement shall renew for a subsequent ________ term beginning on the day immediately following the end of the Initial Term, unless a party gives the other ninety (90) day’s prior written notice of their intent not to renew this Agreement. Should Customer opt to terminate the Agreement early, such early termination shall conform with Section 10 of this Agreement.

2.3       Fees for the Services listed in this Agreement, are $_________ per month, plus applicable taxes, due by the first (1^st) of each month.

3. OUR OBLIGATIONS.

3.1.      Galaxy IT’s obligation to begin providing Services is contingent on your satisfaction of Galaxy IT’s credit approval criteria. Galaxy IT will provide the Managed Services and Hosting Services in accordance with the Service Description, the Service Level Guaranties, and other specifications in this Agreement. Galaxy IT will perform any Supplementary Services in a good and professional manner. Galaxy IT will maintain security practices that are at least as stringent as the minimum-security practices described at www.Galaxyit.com/terms-of-service/, and will provide the specific security services described in your Services Description. Galaxy IT will perform all Services in accordance with applicable law.

3.2.      Remote Helpdesk and Vendor Management of Customer’s IT networks will be provided to the Customer by Galaxy IT through remote means between the hours of 8:00 a.m. and 5:00 p.m. (MT) Monday through Friday, excluding public holidays.

3.3.      Galaxy IT will respond to Customer’s Service Tickets with best effort after hours or on holidays. Service Tickets must be opened via:

      1) Phone Call to Galaxy IT Offices (Both during and after hours, contact: 801-999-0934)

      2) By E-Mail (Sending an email to [email protected] from any internet connected device.)

3.4.      Emergency Support and Network Monitoring Services will be provided 24 hours a day, 7 days a week, and 365 days a year. Emergency services performed outside of the normal operating hours referenced above, shall be subject to service rates and provisions as disclosed at the time of the occurrence.

3.5.      Galaxy IT onsite services are billed hourly with a minimum of one (1) hour. Anything beyond the first hour is billed in fifteen (15) minute increments, rounded up. Any phone or remote support is billed in 15-minute increments, rounded up.

3.6.      Galaxy IT charges for traveling time to and from Customers. Travel time that exceeds 30 minutes in either direction (to/from) a Customer will be billed accordingly at our hourly rate. Any travel time that is less than 30 minutes’ travel distance is not charged.

4. CUSTOMER OBLIGATIONS.

4.1.      You must use reasonable security precautions in connection with your use of the Services. You must comply with the laws applicable to your use of the Services and with the Acceptable Use Policy. You must cooperate with Galaxy IT’s reasonable investigation of Service outages, security problems, and any suspected breach of this Agreement. You are responsible for keeping your account permissions, billing, and other account information up to date. You must pay when due the fees for the Services stated in the Services Description or other agreement between us.

4.2.      Customer grants Galaxy IT authorization to view any data within the regular routine of the repair or system improvement.  Customer also authorizes Galaxy IT to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.  

4.3.      In order for the Customer’s existing environment to qualify for Service Provider’s Managed Services, the following requirements must be met:

• All Servers with Microsoft Windows Operating Systems must be running Windows 2008 R2 Server or later;
• All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running the Professional or Enterprise editions of Windows 10 or later;
• All Software must be Genuine, Licensed and Vendor-Supported;
• The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet;
• All Wireless data traffic in the environment must be securely encrypted;
• All PCs, including, Desktops, Laptops, and Servers must be secured with Sophos Enterprise Security Software.
• No computer hardware is older than six (6) years of age.

4.4.      You acknowledge that access to and use of the Service may expose your data, computer system, and network to viruses, adware, snoopware, spyware, malware, hijackware, key loggers, trojan horses, worms, and other malicious code that may threaten the security and operation of your system and network (collectively, “malicious code”). Customer accepts and acknowledges responsibility or liability for any damages, loss of data, or invasion of your privacy caused by malicious code contained within any electronic file you access through or obtain from the Service.

4.5.      Customer agrees to make all logical and earnest attempts to keep equipment safe, secure and protected while in their possession. Customer agrees to keep current insurance on Galaxy IT supplied equipment while in their possession and list Galaxy IT as an additional loss payee Customer will provide proof thereof to Galaxy IT that it is listed as an additional loss payee, providing a current copy of its insurance declaration sheet showing Galaxy IT as a loss payee   specifically for mobile equipment coverage (servers). Customer further agrees to be responsible for any and all costs for the repair or replacement of Galaxy IT supplied equipment while in their possession should it be damaged or repaired by an unauthorized third party.

 

4.6.      You further acknowledge and agree that (a) the Services are designed to reduce the risk of cyber-security threats, risks, attacks, intrusions, data breaches, and other cybersecurity incidents (collectively “Cybersecurity Incidents”) but are not a guarantee against Cybersecurity Incidents and do not transfer to any third parties (including without limitation Galaxy IT) the risk that You or Your licensors, suppliers, or service providers may experience Cybersecurity Incidents; (b) You are expected to obtain and maintain insurance against Cybersecurity Incidents adequate to Your needs and risks, as determined by Galaxy IT, You, and Your insurer; and (c) if You fail to obtain and maintain such insurance, You will have sole and complete responsibility for any and all Cybersecurity Incidents and any and all associated claims, liabilities, damages, losses, costs, and expenses of every kind.

 

4.7       The Customer agrees that all equipment provided by Galaxy IT will remain the sole property of Galaxy IT which retains a 100% security interest in the equipment and property. Customer will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to Galaxy IT’s equipment and property without prior written permission from Galaxy IT.  Should this contract be terminated by either party, Customer agrees to return the property listed in Proposal, or after-acquired, to Galaxy IT within ten (10) days after the final cancellation date.  During the term of this Agreement, Galaxy IT shall retain ownership of the administrative passwords, and shall not release these access credentials, until the full value of the Agreement is received. 

 

5. EXCLUSIONS AND SERVICES NOT INCLUDED.

5.1       We do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information and property.

5.2       We disclaim any and all warranties not expressly stated in this Agreement including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You are solely responsible for the suitability of the services chosen. Any services that we are not contractually obligated to provide but that we may perform for you at your request and without any additional charge are provided on a case-by-case basis.

5.3       We do not promise to backup your data unless you have purchased backup services from Galaxy IT or our Affiliated Parties. If you purchase backup services, we do not promise to retain the data backup for longer than the agreed data retention period.

5.4       Certain Galaxy IT Services are designed to help you comply with various regulatory requirements that may be applicable to you. However, you are responsible for understanding the regulatory requirements applicable to your business and for selecting and using those Services in a manner that complies with the applicable requirements.

5.5.      The following services are not rendered under this Agreement and may be subject to additional fees:

• Parts, equipment, or software not covered by vendor/manufacturer warranty or support;
• The cost of any parts, equipment, or shipping charges of any kind;
• The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind;
• The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind;
• The cost to bring the Customer’s environment up to Minimum Standards required for Services;
• Failure due to acts of God, forces of nature, building modifications, power failures, war, terrorism, or other adverse environmental conditions or factors;
• Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider, including alterations, software installations, or modifications of equipment made by Customer’s employees or anyone other than Service Provider;
• Programming (modification of software code) and program (software) maintenance;
• Website development or maintenance of any kind;
• Cyber Security Audits of any kind;
• Training services of any kind;
• Support in any manner for computers using the Linux/Unix Operating Systems or any flavor therein;
• Support in any manner for Novell Servers or related Novell Server software;
• Support for computer/software issues well outside the bounds of normal business practices;
• Support for dot-matrix or impact printers;
• Any software greater than ten (10) years old;
• Server hardware not manufactured by IBM, Dell, or HP;
• Mac Server;
• SQL Server Support and Audits;
• Microsoft Windows Server Update Services (WSUS);
• Circumventing software licensing laws;
• Data recovery
• Computer equipment not owned by the Customer.

 

• Galaxy IT provides access to third-party merchant sites (“Merchants”) from which You may purchase certain goods or services. You understand that Galaxy IT does not operate or control the products or services offered by Merchants and that Galaxy IT is not a party to the transaction entered into between You and Merchants. You agree that use of such Merchants is at your sole risk and is without warranties of any kind by Us, expressed, implied or otherwise including warranties of title, fitness for purpose, merchantability or non-infringement. Under no circumstances will Galaxy IT or Galaxy IT’s Affiliated parties be liable for any damages arising from the transactions between You and Merchants or for any information appearing on Merchant’s sites or any third-party site linked to a Galaxy IT site.

 

• Galaxy IT does not warrant that (a) the Services will detect every vulnerability or threat on your system; (b) Galaxy IT’s security assessments, suggested solutions, virus protection, spam filtering, firewall, and firewall-monitoring services, or advice will be error-free or complete; (c) access to the Services or Galaxy IT property will be uninterrupted or error-free; or (d) any results, report, judgment, assessments, opinions, or conclusions provided by or in connection with the Services or Galaxy IT property will be comprehensive or error-free. You agree that Galaxy IT will not be responsible or liable for the accuracy or usefulness of any information provided by Galaxy IT, or for any use of such information. You acknowledge and agree that the effectiveness and results of such information, Services, and Galaxy IT property depend in significant part on the security products used in connection therewith and that the features, effectiveness, and performance of the security products are the sole and exclusive responsibility of the software manufacturer and not Galaxy IT.

 

• Galaxy IT personnel may from time to time recommend third party software or other products and services for your consideration. GALAXY IT MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING PRODUCTS AND SERVICES THAT ARE NOT PURCHASED FROM GALAXY IT. Your use of any such products and services is governed by the terms of your agreement with the provider of those products and services.

6. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES.

Galaxy IT is not responsible to you or any third party for unauthorized access to your data or the unauthorized use of the Services unless the unauthorized access or use results from Galaxy IT’s failure to meet its security obligations stated in Section 3 (Our Obligations) of these General Terms and Conditions or the Services Description. You are responsible for the use of the Services by any employee of yours, any person you authorize to use the Services, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.

7. TAXES ON SERVICES.

If Galaxy IT is required by law to collect taxes on the provision of the Service, you must pay Galaxy IT the amount of the tax that is due or provide Galaxy IT with satisfactory evidence of your exemption from the tax. You must provide Galaxy IT with accurate factual information to help Galaxy IT determine if any tax is due with respect to the provision of the Services.

8. EXPORT MATTERS.

You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom Galaxy IT is legally prohibited to provide the Services. You may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations, or as otherwise prohibited by law, nor may you provide administrative access to the Service to any person (including any natural person or government or private entity ) that is located in or is a national of any country that is embargoed or highly restricted under United States export regulations.

9. CHANGES TO THE ACCEPTABLE USE POLICY.

9.1.      We may change the AUP to add or modify restrictions on our customers’ use of the Services. If changes are made to the AUP, Galaxy IT will publish a revised version of the AUP at www.Galaxyit.com/Terms-of-Service and email Customer the revision. The revised AUP will become effective thirty (30) days following our notice to you of the revision to the AUP.

10. CANCELLATION POLICY.

10.1.    Written, 30 days’ notice is required for cancellation of any products or services. In the event of early termination or cancellation, Customer acknowledges a cancellation fee equivalent to twelve (12) months of service.

10.2.    Services will be invoiced for the entire month after cancellation. Products will be billed through the end of the product term date and/or when product migration is complete. Because many products are billed a month or two after a given product term, Customers who terminate products should expect to receive the final bills for these products a month or two after cancellation and/or migration occurs.

10.3.    In the event of early termination or cancelation, Customer acknowledges that Galaxy IT shall use any and all remedies available to them under the law to protect any equipment or intellectual property provided in this Agreement.

11. SUSPENSION OF SERVICES.

We may suspend Services without liability if:

• We reasonably believe that the Services are being used in violation of the Agreement;
• You don’t cooperate with our reasonable investigation of any suspected violation of the Agreement;
• There is an attack on your Hosted System or your Hosted System is accessed or manipulated by a third party without your consent;
• We are required by law to suspend your Services; or
• There is another event for which we reasonably believe that the suspension of Services is necessary to protect the Galaxy IT network or our other customers.

We will give you reasonable advance notice of a suspension under this paragraph. If your Hosted System is compromised, then you must address the vulnerability prior to Galaxy IT placing the Hosted System back in service or, at your request, we may be able to perform this work for you at our standard hourly rates as a Supplementary Service.

12. TERMINATION FOR BREACH.

12.1.    You may terminate the Agreement for breach if: (i) we materially fail to provide the Services as agreed and do not remedy that failure within ten (10) days of your written notice describing the failure, (ii) we materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty (30) days of your written notice describing the failure.

12.2.    We may terminate the Agreement for breach if:

(i) We discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete;

(ii) The individual signing the Agreement did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer;

(iii) Your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice;

(iv) Without notice if you have made payment arrangements via credit card or other third party, and the third-party refuses to honor our charges;

(v) You fail to comply with any other provision of the Agreement and do not remedy the failure within thirty (30) days of our notice to you describing the failure; 

(vi) We may also terminate the Agreement for breach if you violate the AUP, or if your agreement for any other Galaxy IT service is terminated for breach of the AUP applicable to that service.

12.3.    Should Customer default, permission is granted to enter their premises at any time, with or without permission, and remove all of Galaxy IT’s hardware, and all efforts to recover such property will be deemed consensual and not a trespass. Customer agrees to fully cooperate and will not interfere in any way, including but not limited to involving law enforcement. Customer acknowledges that the hardware provided under this agreement belongs to Galaxy IT which retains a 100% Security Interest, and Galaxy IT may repossess without notice, upon breach of this agreement by Customer.

 

13. CONFIDENTIAL INFORMATION.

Each of us agrees not to use the other’s Confidential Information except in connection with the performance or execution of the terms of this Agreement, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other’s Confidential Information to any third party except to each of our respective service providers, agents and representatives, provided that such service providers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in this General Terms and Conditions.

14. LIMITATION OF LIABILITY.

14.1.    If you are dissatisfied with the Service or any of its terms, conditions, rules, policies, guidelines, or practices, your sole and exclusive remedy against Galaxy IT or the Galaxy IT’s Affiliated Parties is to discontinue using the Service.

14.2.    All information you receive from or through the Service is provided “as-is,” as “available,” and all warranties, express or implied, are disclaimed (including but not limited to any implied warranties of merchantability and fitness for a particular purpose, course of dealing or usage of trade). The Service may contain bugs, errors, problems, or other limitations. Galaxy IT and Galaxy IT’s Affiliated parties have no liability whatsoever for your use of the Service, inability to use the Service or your reliance on or use of information from the Service or through the Service that results from mistakes, omissions, interruptions, deletions of files, errors, defects, delays in operation or any failure of performance. In particular, but not as a limitation, Galaxy IT and Galaxy IT’s Affiliated parties are not liable for any indirect, special, incidental or consequential damages, including damages for loss of business, loss of profits, litigation or the like, whether based on breach of contract, breach of warranty, tort, (including negligence) product liability or otherwise, even if advised of the possibility of such damages. The negation of damages set forth above are fundamental elements of the basis of the bargain between Galaxy IT and You. The Service would not be provided without such limitations.

14.3.     You agree to defend, indemnify, and hold Galaxy IT and Galaxy IT’s Affiliated Parties harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or arising from your use of the Service or the Internet or any breach on your part of this Agreement.

15. LIMITATION ON DAMAGES.

15.1.    We are not liable to you for failing to provide Services unless such failure results from a breach of a Service Level Guaranty. The credits stated in the Service Level Guaranty are your sole and exclusive remedy for our failure to meet those guaranties for which credits are provided unless such failure is due to Galaxy IT’s willful misconduct. Termination of this Agreement is your sole and exclusive remedy for our failure to meet support expectations.

15.2.    In no event shall Galaxy IT (nor its employees, agents, affiliates or suppliers) be held liable for indirect, special incidental or consequential damages arising under this Agreement, including but not limited to, loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs.  Galaxy IT or its suppliers shall not be liable for any indirect, incidental or consequential, punitive, economic or property damages whatsoever (including any damages for loss of business profits, business interruption, loss of data or other pecuniary loss) arising out of this Agreement.

15.3.     Notwithstanding anything in the Agreement to the contrary, should Galaxy IT, its agents, suppliers, employees, or affiliates be held liable for breaching this Agreement Customer acknowledges and agrees accept Liquidated Damages in amount that shall not exceed: (i) for Hosting Services an amount that is twelve (12) times one month’s recurring fee under this agreement for the Services that are the subject of the claim as of the time of the occurrence of the events giving rise to the claim, and (ii) for Supplementary Services, fees paid for the Supplementary Services that are the subject of the claim. Customer agrees that Liquidated Damage cap is both reasonable and proportional for any alleged damages originating from a breach of this Agreement.

16. INDEMNIFICATION.

16.1.    Customer agrees to fully indemnify Galaxy IT, our affiliates, or any of our or their respective employees, agents, or suppliers (the “Indemnitees”) from all legal claims arising out of Customers violation of this Agreement or the AUP, or misrepresentations, negligence, or violation of the law. Indemnification shall include, but not be limited to, costs of defending the claim (including reasonable attorney fees) and any damages award, fine or other amount that is imposed on the Galaxy IT as a result of the claim. Your obligations under this subsection also include claims arising out of the acts or omissions of your employees or agents, any other person to whom you have given access to the Services, and any person who gains access to the Services because of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. Customer further agrees to indemnify Galaxy IT against reasonable attorney fees and other expenses Galaxy IT incurs in connection with any dispute between persons having a conflicting claim over your account with us, or any claim by your end user arising from an actual or alleged breach of your obligations to them.

16.2.    Galaxy IT shall choose legal counsel to defend the claim. Customer shall comply with their legal counsel’s reasonable requests for assistance and cooperation in the defense of the claim. You must pay expenses due under this Section as we incur them.

17. PUBLICITY.

 You agree that we may publicly disclose that we are providing Services to you and may use your name and logo to identify you as our customer in promotional materials, including press releases. We will not use your name or logo in a manner that suggests an endorsement or affiliation.

18. SOFTWARE.

18.1.    General. You may not copy any software we provide for your use unless expressly permitted by the Agreement. You may not remove, modify, or obscure any copyright, trademark or other proprietary rights notices that appear on any software we provide for your use. Unless permitted by the terms of an open-source software license, you may not reverse engineer, decompile or disassemble any software we provide for your use except and to the extent that you are expressly permitted by applicable law to do this, and then following at least ten (10) days advance written notice to us. In addition to the terms of our Agreement, your use of any Microsoft software is governed by Microsoft’s license terms, and any use restrictions on your use of the Microsoft software as indicated in your Services Description, such as a limitation on the number of users (a “SAL” license). If you use any non-Galaxy IT provided software on your Hosted System you represent and warrant to Galaxy IT that you have the legal right to use the software in that manner. On Galaxy IT’s request you will certify in writing that you are in compliance with the requirements of this paragraph and any other software license restrictions that are part of the Agreement and will provide evidence of your compliance as we may reasonably request.

18.2.    Customer Provided Licenses. If Galaxy IT has agreed to install, patch or otherwise manage software in reliance on your license with a software vendor (rather than Galaxy IT’s license with the software vendor), then you represent and warrant that you have a written license agreement with the vendor that permits Galaxy IT to perform these activities. You agree that you will provide Galaxy IT with evidence of licensing as Galaxy IT may reasonably require prior to the scheduled deployment date, and from time to time as necessary to update the status of the license. If you fail to provide the required evidence of licensing Galaxy IT may, at its option, either (i) delay the deployment date for the Hosted System that was to include such software until the evidence is provided, (ii) deploy the Hosted System in reliance on Galaxy IT’s licensing agreement with the vendor, and charge you its standard fee for the use of the software until such time as the required evidence is provided, or (iii) suspend or terminate the Agreement. Please Note: Your licensed software may not be compatible with Galaxy IT’s standard process for deploying and repairing Hosted Systems. In addition, in order to install the software Galaxy IT may require you to send the physical or electronic media provided to you by the vendor, both for deployment and again in the event of a failure of your Hosted System. You agree that Galaxy IT will not be in breach of any Service Level Guaranty or other obligation under this Agreement that would not have occurred but for a delay resulting from our agreement to use your licensed software.

19. WHO MAY USE THE SERVICE.

You may permit your subsidiaries and affiliated companies to use the Services if you wish. Galaxy IT will provide support only to you, not to your customers, subsidiaries or affiliates. There are no third-party beneficiaries to this Agreement, meaning that your customers, subsidiaries, affiliates and other third parties do not have any rights against either of us under this Agreement.

20. NO HIGH-RISK USE.

You may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, you may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug and Cosmetic Act.

21. SERVICES MANAGEMENT AGENT.

You agree that you will not interfere with any services management software agent(s) that Galaxy IT installs on your Hosted System. Galaxy IT agrees that its agents will use only a minimal amount of computing resources, and will not interfere with your use of your Hosted System. Galaxy IT will use the agents to track system information so that it can more efficiently manage various service issues, such as patching exceptions and product life cycles. Galaxy IT may also use the agents to identify security vulnerabilities. Galaxy IT will not use the agents to view or capture your content or data. Your Services will become “unsupported” as described in the Product Terms if you disable or interfere with our services management agent(s). You agree that Galaxy IT may access your Hosted System to reinstall services management software agents if you disable them or interfere with their performance.

22. NOTICES.

Your routine communications regarding the Services, including any notice of non-renewal, should be sent to your Galaxy IT account team. If you want to give a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you should send it by electronic mail and first-class United States mail to: Galaxy IT 2943 Parkway Blvd #118, Salt Lake City, Utah 84119 Galaxy IT’s routine communications regarding the Services and legal notices will be sent to the individual(s) you designate as your contact(s) on your account either by electronic mail, United States mail, or overnight courier, except that Galaxy IT may give notice of an amendment to the AUP by posting the notice the website. Notices are deemed received as of the time delivered, or if that time does not fall within a Business Day, as of the beginning of the first Business Day following the time delivered, except that notices of AUP amendments are via email to the primary contact. For purposes of counting days for notice periods, the Business Day on which the notice is deemed received counts as the first day. Notices must be given in the English language.

23. OWNERSHIP OF INTELLECTUAL PROPERTY AND OTHER PROPERTY.

23.1.    Each of Party retains all right, title and interest in and to our respective trade secrets, inventions, copyrights and other intellectual property. Any intellectual property developed by Galaxy IT during the performance of the Services shall belong to Galaxy IT unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.

23.2.    You do not acquire any ownership interest in or right to possess the Hosted System, and you have no right of physical access to the Hosted System. We do not acquire any ownership interest in or right to the information you transmit to or from or store on your Galaxy IT servers or other devices or media.

23.3     If Galaxy IT or any of its customers is faced with a credible claim that the Services infringe on the intellectual property rights of a third party, and Galaxy IT is not reasonably able to obtain the right to use the infringing element or modify the Services such that they do not infringe, then Galaxy IT may terminate the Services on reasonable notice of at least ninety (90) days, and will not have any liability on account of such termination except to refund amounts paid for Services not used as of the time of termination.

24. ASSIGNMENT/SUBCONTRACTORS.

Neither party may assign the Agreement without the prior written consent of the other party except as part of a bona fide corporate reorganization or a sale of its business. Galaxy IT may use third party service providers to perform all or any part of the Services, but Galaxy IT remains responsible to you under this Agreement for Services performed by its third-party service providers to the same extent as if Galaxy IT performed the Services itself.

25. FORCE MAJEURE.

Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.

26. GOVERNING LAW, LAWSUITS.

The Agreement is governed by the laws of the State of Utah, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The exclusive venue for all disputes arising out of the Agreement shall be binding arbitration pursuant to the AAA rules for Commercial Arbitration in Salt Lake County, Utah. No action may be brought by Customer in any other venue. Customer waives all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. Customer further agrees not bring or participate in any class action lawsuits against Galaxy IT or any of its employees or affiliates. Each Party agrees not bring a claim under the Agreement more than two years after the time that the claim accrued and hereby waives any applicable statute of limitations that my apply.

27. MISCELLANEOUS.

27.1.    These General Terms and Conditions, the applicable Product Terms, and any applicable Country Specific Terms are incorporated in your Agreement by reference to pages on the Galaxy IT website. Although we may from time to time revise the General Terms and Conditions, Product Terms, and Country Specific Terms posted on those pages, those revisions will not be effective as to an Agreement that you signed prior to the date we posted the revisions, and your Agreement will continue to be governed by the General Terms and Conditions and Product Terms posted on the effective date of the Agreement until the first day of any renewal or extended term that follows the date we published the revision. However, if over time you sign multiple Agreements for a single Hosted System – for example to add service elements to an existing Hosted System, then the version of the General Terms and Conditions, Product Terms and Conditions, and Country Specific Terms (if any) referenced in the last signed Agreement will govern the entire Hosted System, unless otherwise agreed in writing.

27.2.    Unless otherwise expressly permitted in this Agreement, the General Terms and Conditions, Product Terms and Conditions, Acceptable Use Policy, Country Specific Terms and Conditions, and any addenda referenced in any of them, may be amended only by a formal written agreement signed by both parties. A Services Description may be amended to modify, add, or remove Services, by a formal written agreement signed by both parties, or by an exchange of correspondence, including via electronic mail or the Galaxy IT ticketing system, that includes the express consent of an authorized individual for each of us. The pre-printed terms on your purchase order or other business forms will not become part of this Agreement.

27.3     If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: signature page for Managed Service Agreement, Country Specific Terms (if any), Services Description, Product Terms and Conditions, any addendum to the General Terms and Conditions, the General Terms and Conditions, and the Acceptable Use Policy.

27.4.    Severability. If any part of the Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the parties underlying the Agreement.

27.5.    Each of us may enforce each of our respective rights under the Agreement even if the Parties failed to enforce the same or other rights in the past, unless such rights are expressly waived in writing. 

27.6.    The relationship between us is that of independent contractors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party.

27.7.    The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word “including” in the Agreement shall be read to mean “including without limitation.”

27.8     The Agreement is effective when you sign it, even though the “initial term” may be defined in the Agreement with reference to the Service Commencement Date or other date.

27.9.    All provisions shall survive expiration or termination of this Agreement:

27.10.  If you have made any change to the Agreement that you did not bring to our attention in a way that is reasonably calculated to put us on notice of the change, the change shall not become part of the Agreement.

27.11.  The Agreement may be signed in multiple counterparts, which taken together will be considered one original. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be original signatures.

27.12.  This General Terms and Conditions is the complete and exclusive agreement between you and Galaxy IT regarding its subject matter and supersedes and replaces any prior agreement, understanding or communication, written or oral.

28. ATTORNEYS’ FEES.

In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs, and expenses of appeals.

29. SERVICE PLAN CHANGES.

Service Plans can be activated, deactivated, or modified by mutual agreement via email between both parties. From time to time as technologies and services become more or less important or costly, Galaxy may at its sole discretion change the pricing, scope of work, processes, technologies, and other details included with Service Plans without notice.

30. NON-SOLICITATION.

While any Service Plan is active and for 24 months after, Customer agrees to not solicit, engage, or hire, directly or indirectly, on an occasional or part time or full time basis, as an employee or independent contractor, on its own behalf or that of another, anyone who is then-currently employed by Galaxy or was within the previous 12 months employed by Galaxy, to perform substantially similar services as the employee performed for Galaxy.

If written approval is not provided by the CEO of Galaxy IT and the Customer violates the provisions of this Section 30, Client will pay Service Provider liquidated damages in an amount equal to the total compensation, including salary, wages, bonuses, commissions, equity, employee benefits, cost of training, etc., that the applicable Service Provider employee received during the prior twelve (12) months of employment or $100,000.00, whichever is greater. Because of Galaxy IT’s unique offering and the difficulty of determining actual damages associated with losing trained Service Provider Employees, the parties acknowledge that the measure of liquidated damages set forth in this Section 30 is reasonable. This provision for damages will not limit remedies against the Customer for any other breach of this Section 30 or from asserting any cause of action independent of it.

31. PAYMENT TERMS.

(i)                Due. Unless otherwise stated, Invoices are due on the 1st of each month. Invoices are past due if they are not paid in full within fifteen (15) days from the invoice date. The Customer is required to enroll in automatic payment processing.

(ii)               Late Fees. If Client fails to pay within the terms provided, interest on the unpaid balance will begin to accrue at the lesser of the maximum rate permitted under applicable law or one and one-half percent (1.5%) per month from the date due.

(iii)               Open Balances. Clients with open balances more than ninety (60) days from the invoice date will be will be evaluated to have the open balance submitted to a collection agency.  Client agrees pay for any and all collection costs and/or attorney’s fees.

(iv)               Credit Card Fees. All payments made with a credit card are subject to a three percent (3%) or three and a half percent (3.5%) convenience fee, per transaction.

(v)                Service Fees. As outlined in the SOW, service fees shall increase each year on the anniversary date of this agreement by the greater of 5% or the increase in the U.S. consumer price index, with such increase not to exceed 10% per annum.

(vi)               All service fees and other charges are subject to adjustment and change as the services and products provided by Galaxy are modified, added to, or reduced by Customer.  These new service fees and charges will take effect in the next billing period after the modification occurs.

32. ACCEPTANCE OF AGREEMENT.

This Agreement covers those services and equipment listed in the AUP, General Terms and Conditions, specific Product Terms and Conditions, and Country Specific Terms, or as modified with an Addendum or Amendment which may result in an adjustment to the Customer’s monthly charges.  Should the Customer wish to acquire additional equipment or services and wants Galaxy IT to provide additional service, prior approval from Galaxy IT must be obtained and endorsed exclusively.

 

The undersigned, for value received and hereafter valuated, hereby unconditionally guarantee(s) to Galaxy IT, a Utah limited liability corporation, full payment of all sums due and owing, pursuant to the terms indicated.

ACCEPTABLE USE POLICY

This Acceptable Use Policy (hereinafter the “AUP”) is incorporated by reference in your Managed Services Agreement with Galaxy IT.  Your services may be suspended or terminated for violation of this AUP in accordance with your Managed Services Agreement with Galaxy IT. Capitalized terms used in this AUP shall have the meaning given in your Managed Services Agreement.

Inquiries regarding this policy should be directed to [email protected].

1. ABUSE.
You may not use Galaxy IT’s network or services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including:

• Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
• Monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;
• Interference with service to any user of the Galaxy IT or other network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
• Use of an Internet account or computer without the owner’s authorization;
• Collecting or using email addresses, screen names or other identifiers without the consent of the person identified (including, without limitation, phishing, Internet scamming, password robbery, spidering, and harvesting);
• Collecting or using information without the consent of the owner of the information;
• Use of any false, misleading, or deceptive TCP-IP packet header information in an email or a newsgroup posting;
• Use of the service to distribute software that covertly gathers information about a user or covertly transmits information about the user;
• Use of the service for distribution of advertisement delivery software unless: (i) the user affirmatively consents to the download and installation of such software based on a clear and conspicuous notice of the nature of the software, and (ii) the software is easily removable by use of standard tools for such purpose included on major operating systems; (such as Microsoft’s “ad/remove” tool); or
• Any conduct that is likely to result in retaliation against the Galaxy IT network or website, or Galaxy IT’s employees, officers or other agents, including engaging in behavior that results in any server being the target of a denial of service attack (DoS).

3. BULK EMAIL.
   You may not use a Galaxy IT Mail Service (such as Galaxy IT’s Microsoft Exchange®) to send bulk mail. Please see the applicable Product Terms and Conditions for those services.
4. MAIL REQUIREMENTS.
   You must comply with the CAN-SPAM Act of 2003 and other laws and regulations applicable to bulk or commercial email. In addition, your bulk and commercial email must meet the following requirements:

• Your intended recipients have given their consent to receive email from you via some affirmative means, such as an opt-in procedure;
• Your procedures for seeking consent include reasonable means to ensure that the person giving consent is the owner of the email address for which consent is given;
• You retain evidence of each recipient’s consent in a form that can be promptly produced on request, and you honor recipient’s and Galaxy IT’s requests to produce consent evidence within 72 hours of receipt of the request;
• You have procedures in place that allow a recipient to revoke their consent – such as a link in the body of the email, or instructions to reply with the word “Remove” in the subject line; you honor revocations of consent within 48 hours, and you notify recipients that the revocation of their consent will be implemented in 48 hours;
• You must post an email address for complaints (such as [email protected]) in a conspicuous place on any website associated with the email, you must register that address at abuse.net, and you must promptly respond to messages sent to that address;
• You must have a Privacy Policy posted for each domain associated with the mailing;
• You have the means to track anonymous complaints;
• You may not obscure the source of your email in any manner, such as omitting, forging, or misrepresenting message headers or return addresses. Your email must include the recipients email address in the body of the message or in the “TO” line of the email;
• The subject line of the email must clearly describe the subject matter contained in the email, and the message must include valid contact information; and
• You must not attempt to send any message to an email address if three consecutive delivery rejections have occurred and the time between the third rejection and the first rejection is longer than fifteen days.
• These policies apply to messages sent using your Galaxy IT services, or to messages sent from any network by you or any person on your behalf that directly or indirectly refer the recipient to a site or an email address hosted via your Galaxy IT service. In addition, you may not use a third party email service that does not practice similar procedures for all its customers. These requirements apply to distribution lists prepared by third parties to the same extent as if the list were created by you.

  Galaxy IT may test and otherwise monitor your compliance with its requirements. Galaxy IT may block the transmission of email that violates these provisions. Galaxy IT may, at its discretion, require certain customers to seek advance approval for bulk and commercial email, which approval will not be granted unless the customer can demonstrate that all of the requirements stated above will be met.

5. UNSOLICITED COMMUNICATIONS.
   You may not use your service to send email or any other communications to a person who has indicated that they do not wish to receive it. If the communication is bulk mail, then you will not be in violation of this section if you comply with the 48 hour removal requirement described above.

   6. VULNERABILITY TESTING.
   You may not attempt to probe, scan, penetrate or test the vulnerability of a Galaxy IT system or network, or to breach Galaxy IT’s security or authentication measures, whether by passive or intrusive techniques, without Galaxy IT’s express written consent.

   7. NEWSGROUP, CHAT FORUMS, OTHER NETWORKS.
   You must comply with the rules and conventions for postings to any bulletin board, chat group or other forum in which you participate, such as IRC and USENET groups including their rules for content and commercial postings. These groups usually prohibit the posting of off-topic commercial messages, or mass postings to multiple forums.

   You must comply with the rules of any other network you access or participate in using your Galaxy IT services.

   8. OFFENSIVE CONTENT.
   You may not publish, transmit or store on or via Galaxy IT’s network and equipment any content or links to any content that Galaxy IT reasonably believes:

• Constitutes, depicts, fosters, promotes or relates in any manner to child pornography, bestiality, or non-consensual sex acts;
• is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech;
• is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
• is defamatory or violates a person’s privacy;
• creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement;
• improperly exposes trade secrets or other confidential or proprietary information of another person;
• is intended to assist others in defeating technical copyright protections;
• infringes on another person’s copyright, trade or service mark, patent, or other property right;
• promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;
• is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to Galaxy IT; or
• is otherwise malicious, fraudulent, or may result in retaliation against Galaxy IT by offended viewers or recipients, or is intended to harass or threaten.
• Content “published or transmitted” via Galaxy IT’s network or equipment includes Web content, email, bulletin board postings, chat, tweets, and any other type of posting or transmission that relies on the Internet.

9. LIVE EVENTS.
   You may not use your Galaxy IT services to stream live sex acts of any kind, even if the content would otherwise comply with the AUP. Galaxy IT may prohibit you from streaming other live events where there is a special risk, in Galaxy IT’s reasonable discretion, that the event may violate the Offensive Content section above.

   10. COPYRIGHTED MATERIAL.
   You may not use Galaxy IT’s network or services to download, publish, distribute, or otherwise copy or use in any manner any text, music, software, art, image, or other work protected by copyright law unless:

• you have been expressly authorized by the owner of the copyright for the work to copy the work in that manner; or
• you are otherwise permitted by established copyright law to copy the work in that manner.
• It is Galaxy IT’s policy to terminate in appropriate circumstances the services of customers who are repeat infringers.

11. SHARED SYSTEMS.
    You may not use any shared system provided by Galaxy IT in a way that unnecessarily interferes with the normal operation of the shared system, or that consumes a disproportionate share of the resources of the system. For example, we may prohibit the automated or scripted use of Galaxy IT Mail Services if it has a negative impact on the mail system, or we may require you to repair coding abnormalities in your Cloud-hosted code if it unnecessarily conflicts with other Cloud customers’ use of the Cloud. You agree that we may quarantine or delete any data stored on a shared system if the data is infected with a virus, or is otherwise corrupted, and has the potential to infect or corrupt the system or other customers’ data that is stored on the same system.

    12. OTHER.

• You must have valid and current information on file with your domain name registrar for any domain hosted on the Galaxy IT network.
• You may only use IP addresses assigned to you by Galaxy IT in connection with your Galaxy IT services.
• You agree that if the Galaxy IT IP numbers assigned to your account are listed on an abuse database like Spamhaus, you will be in violation of this AUP, and Galaxy IT may take reasonable action to protect its IP numbers, including suspension and/or termination of your service, regardless of whether the IP numbers were listed as a result of your actions:

13. SERVICE-LEVEL AGREEMENT.
    No credit will be available under a Galaxy IT service level guaranty or agreement for interruptions of service resulting from AUP violations.

Physical Access
The Galaxy IT servers used to provide the Services will be located in a controlled-access data center operated by Galaxy IT or a Galaxy IT affiliated company. Access to the data center will be restricted to Galaxy IT employees or its agents who need access for the purpose of providing the services. The data center will be monitored by video surveillance. Entrance to the data center will be authorized by proximity-based access cards and biometric hand scanners or other approved security authentication methods.

Galaxy IT Personnel
• Screening. Galaxy IT will perform pre-employment background screening of its employees who have access to customers’ accounts.
• Access. Galaxy IT will restrict the use of administrative access codes for customer accounts to its employees and other agents who need the access codes for the purpose of providing the services. Galaxy IT personnel who use access codes shall be required to log on using an assigned user name and password.

Reports of and Response to Security Breach.
Galaxy IT will immediately report to you any unauthorized access or release of your information of which we become aware. Upon request, we will promptly provide to you with all the information and documentation that we have available to us in connection with any such event.

Your privacy is very important to us. Accordingly, we have developed this policy in order for you to understand how we collect, communicate, and make use of personal information. The following outlines our privacy policy:

When accessing the Galaxy IT website, Galaxy IT will learn certain information about you during your visit. Similar to other commercial websites, our website utilizes a standard technology called ‘cookies’ (see explanation below) and server logs to collect information about how our site is used. Information gathered through cookies and server logs may include the date and time of visits, the pages viewed, time spent at our site, and the websites visited just before and just after our own, as well as your IP address.

Use of Cookies
A cookie is a very small text document, which often includes an anonymous unique identifier. When you visit a website, that site’s computer asks your computer for permission to store this file in a part of your hard drive specifically designated for cookies. Each website can send its own cookie to your browser if your browser’s preferences allow it, but (to protect your privacy) your browser only permits a website to access the cookies it has already sent to you, not the cookies sent to you by other sites.

IP Addresses
IP addresses are used by your computer every time you are connected to the Internet. Your IP address is a number that is used by computers on the network to identify your computer. IP addresses are automatically collected by our web server as part of demographic and profile data known as “traffic data” so that data (such as the Web pages you request) can be sent to you.

Email Information
If you choose to correspond with us through email, we may retain the content of your email messages together with your email address and our responses. We provide the same protections for these electronic communications that we employ in the maintenance of information received online, mail, and telephone. This also applies when you register for our website, sign up through any of our forms using your email address or make a purchase on this site. For further information see the email policies below.

How Do We Use the Information That You Provide to Us?
Broadly speaking, we use personal information for purposes of administering our business activities, providing customer service, and making available other items and services to our customers and prospective customers.

Galaxy IT will not obtain personally-identifying information about you when you visit our site, unless you choose to provide such information to us, nor will such information be sold or otherwise transferred to unaffiliated third parties without the approval of the user at the time of collection. We may disclose information when legally compelled to do so, in other words, when we, in good faith, believe that the law requires it or for the protection of our legal rights.

Email Policies
We are committed to keeping your email address confidential. We do not sell, rent, or lease our subscription lists to third parties, and we will not provide your personal information to any third-party individual, government agency, or company at any time unless strictly compelled to do so by law.
We will use your email address solely to provide timely information about Galaxy IT. We will maintain the information you send via email in accordance with applicable federal law.

CAN-SPAM Compliance
In compliance with the CAN-SPAM Act, all email sent from our organization will clearly state who the email is from and provide clear information on how to contact the sender. In addition, all email messages will also contain concise information on how to remove yourself from our mailing list so that you receive no further email communication from us.

Choice/Opt-Out
Our site provides users the opportunity to opt-out of receiving communications from us and our partners by reading the unsubscribe instructions located at the bottom of any email they receive from us at any time.
Users who no longer wish to receive our newsletter or promotional materials may opt-out of receiving these communications by clicking on the unsubscribe link in the email.

Use of External Links
Galaxyitnow.com may contain links to many other websites. Galaxy IT cannot guarantee the accuracy of information found at any linked site. Links to or from external sites not owned or controlled by Galaxy IT do not constitute an endorsement by Galaxy IT or any of its employees of the sponsors of these sites or the products or information presented therein.
By accessing this website, you are agreeing to be bound by these website Terms and Conditions of Use, all applicable laws, and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials
contained in this website are protected by applicable copyright and trademark law.

Intellectual Property Rights
All copyrights, trademarks, patents and other intellectual property rights in and on our website and all content and software located on the site shall remain the sole property of Galaxy IT or its licensors. The use of our trademarks, content and intellectual property is forbidden without the express written consent from Galaxy IT.

You must not:
Republish material from our website without prior written consent.
Sell or rent material from our website.
Reproduce, duplicate, create derivative, copy or otherwise exploit material on our website for any purpose.
Redistribute any content from our website, including onto another website.

Acceptable Use
You agree to use our website only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else’s use and enjoyment of the website. Prohibited behavior includes harassing or causing distress or inconvenience to any other user, transmitting obscene or offensive content or disrupting the normal flow of dialogue within our website.
You must not use our website to send unsolicited commercial communications. You must not use the content on our website for any marketing related purpose without our express written consent.

Restricted Access
We may in the future need to restrict access to parts (or all) of our website and reserve full rights to do so. If, at any point, we provide you with a username and password for you to access restricted areas of our website, you must ensure that both your username and password are kept confidential.

Use of Testimonials
In accordance with the FTC guidelines concerning the use of endorsements and testimonials in advertising, please be aware of the following:

Testimonials that appear on this site are actually received via text, audio or video submission. They are individual experiences, reflecting real life experiences of those who have used our products and/or services in some way. They are individual results, and results vary. We do not claim that they are typical results. The testimonials are not necessarily representative of all of those who will use our products and/or services.

The testimonials displayed in any form on this site (text, audio, video or other) are reproduced verbatim, except for correction of grammatical or typing errors. Some may have been shortened. In other words, not the whole message received by the testimonial writer is displayed when it seems too lengthy or not the whole statement seems relevant for the general public.

Galaxy IT is not responsible for any of the opinions or comments posted on www.Galaxyitnow.com. Galaxy IT is not a forum for testimonials, however, provides testimonials as a means for customers to share their experiences with one another. To protect against abuse, all testimonials appear after they have been reviewed by management of Galaxy IT. Galaxy IT does not share the opinions, views or commentary of any testimonials on Galaxy IT – the opinions are strictly the views of the testimonial source.

The testimonials are never intended to make claims that our products and/or services can be used to diagnose, treat, cure, mitigate, or prevent any disease. Any such claims, implicit or explicit, in any shape or form, have not been clinically tested or evaluated.

How Do We Protect Your Information and Secure Information Transmissions?
Email is not recognized as a secure medium of communication. For this reason, we request that you do not send private information to us by email. However, doing so is allowed, but at your own risk. Some of the information you may enter on our website may be transmitted securely via a secure medium known as Secure Sockets Layer, or SSL. Credit card information and other sensitive information is never transmitted via email.

Galaxy IT may use software programs to create summary statistics, which are used for such purposes as assessing the number of visitors to the different sections of our site, what information is of most and least interest, determining technical design specifications, and identifying system performance or problem areas.

For site security purposes and to ensure that this service remains available to all users, Galaxy IT uses software programs to monitor network traffic to identify unauthorized attempts to upload or change information, or otherwise cause damage.

Disclaimer and Limitation of Liability
Galaxy IT makes no representations, warranties, or assurances as to the accuracy, currency or completeness of the content contain on this website or any sites linked to this site.

All the materials on this site are provided ‘as is’ without any express or implied warranty of any kind, including warranties of merchantability, non-infringement of intellectual property or fitness for any particular purpose. In no event shall Galaxy IT or its agents or associates be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruption, loss of information, injury or death) arising out of the use of or inability to use the materials, even if Galaxy IT has been advised of the possibility of such loss or damages.

Policy Changes
We reserve the right to amend this privacy policy at any time with or without notice. However, please be assured that if the privacy policy changes in the future, we will not use the personal information you have submitted to us under this privacy policy in a manner that is materially inconsistent with this privacy policy, without your prior consent.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.

Information & Disclosures of Personal Data Under GDPR
GDPR requires that personal data from the EEA is subject to special protection. GDPR also provides EU-based individuals with certain individual rights with respect to their personal information. We will make all reasonable efforts to abide by GDPR and provide at least the same level of data protection for personal data received and processed from the EU as the privacy protections set forth in our privacy policy. We will also make reasonable attempts to accommodate requests by Data Subjects to exercise GDPR rights. Where necessary and appropriate, we have implemented organizational and technical measures that include internal data protection policies and maintaining documentation on our processing activities.

Our UNLIMITED REMOTE SUPPORT AGREEMENT includes troubleshooting, configuration, and setup of the following:

Microsoft Outlook
Microsoft Word
Microsoft Excel
Microsoft PowerPoint
Microsoft OneDrive
Microsoft Teams
Microsoft 365 Admin Center
VPN (Cisco AnyConnect and Sophos)
Sophos Anti-virus Application
Adobe Acrobat Reader
Zoom
Dropbox
Google Drive
WinZip and 7-Zip
Cisco Webex
GoToMeeting
Windows Update and Patch Management
Windows 7, 8, 10 11 and 12 (Official Release) Operating System Setup/Configuration/Troubleshooting of OS related tasks.
Windows Server 2016, 2019, 2022 Operating System Setup/Configuration/Troubleshooting of OS related tasks.
Google Chrome, Microsoft Edge, or Mozilla Firefox
Quickbooks Desktop & Quickbooks Server
3rd Party Patch Management
Sophos Managed Anti-virus installation and monitoring.
Printer and Scanner Support
Individual file recovery using our backup services

All other applications or services not listed above will be billed hourly in 15-minute increments, rounded up.

Services that are NOT included in any UNLIMITED REMOTE SUPPORT AGREEMENT are as follows:

Incident Management
Cybersecurity threat investigations
Virus/Malware/Ransomware investigations
NOC Services
SQL Server Management
Wi-Fi Management (separate agreement required)
End-user Training
Phone System, PABX and VoIP Management
VMware Software and VMware Servers
Specialized and proprietary software
EMR or CRM software
Disaster Data Recovery Services
Large amounts of Data Recovery
Server rebuilds
Projects
Chromebooks
Compliance, Compliance Scanning, or Compliance Auditing
Fixing previously misconfigured/broken AD, GPOs, DHCP, DNS, SQL, or any other Windows Server services.
Galaxy IT is not responsible for troubleshooting 3rd party desktop or server software that does not include an active support contract with the vendor.