Terms & Conditions


General Site Terms and Conditions E-Sign Consent Terms and Conditions
Innovation Support Terms and Conditions MXProBackup Services Terms and Conditions
Monitoring Services Terms and Conditions MXProWeb Services Terms and Conditions
MXProtect Services Terms and Conditions MXProMail Services Terms and Conditions
Consulting Services Terms and Conditions MXProTime Services Terms and Conditions
30-Day Guarantee Terms and Conditions Help Desk After Hours Emergency Service






General Site Terms and Conditions

Your use of our Internet site or any of the products or services offered on our site (collectively, called "Services") is subject to these Terms of Use (these "Terms"). We may modify these Terms at any time without notice to you by posting revised Terms on our site. Your use of our site constitutes your binding acceptance of these Terms, including any modifications that we make.

Some of the Services may be subject to additional posted conditions. Your use of those Services is subject to those conditions, which are incorporated into these Terms by reference. In the event of an inconsistency between these Terms and any additional posted conditions, the provisions of the additional conditions shall control.

We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:

  1. Restrict, suspend, or terminate your access to all or any part of our Services;
  2. Change, suspend, or discontinue all or any part of our Services;
  3. Refuse, move, or remove any material that you submit to our site for any reason;
  4. Refuse, move, or remove any content that is available on our site;
  5. Establish general practices and limits concerning use of our site.

You agree that we will not be liable to you or any third party for taking any of these actions.

You understand and agree that our Services may include communications such as service announcements and administrative messages from us or from our partners and that these communications are considered part of the Services. You will not be able to opt out of receiving these messages. You also understand that our Services may include advertisements.

Disclaimer of Warranties; Indemnification; Limitation of Liability
TERMS AND CONDITIONS: The Undersigned: (hereinafter “THE CLIENT”) certifies that they are the legal owner of the listed installation premise (hereinafter “INSTALLATION PREMISE”), and has requested that 3 Rivers Computer Solutions LLC, and/or its affiliates, (hereinafter “THE CONTRACTOR”) perform services for computer(s), networks(s), and/or other electronic systems, accessories or peripherals (hereinafter “CLIENT’S EQUIPMENT”), or perform services for and/or installation of computer/network hardware/software, wireless/satellite receiver/transmitter equipment, installation/mounting equipment, cable/wiring, and/or any additional merchandise and/or materials purchased (hereinafter “CLIENT PREMISE EQUIPMENT”) onto, with, and/or into CLIENT’S EQUIPMENT and/or INSTALLATION PREMISE, and hereby requests and authorizes THE CONTRACTOR to perform such services (hereinafter “SERVICES PERFORMED”) as specified in the applicable SERVICE ORDER. THE CLIENT understands, accepts, and agrees that, in association with SERVICES PERFORMED, there are certain risks to INSTALLATION PREMISE, its contents, and its surroundings (hereinafter “CLIENT’S PROPERTY”), and the risk of personal injury. THE CLIENT agrees that THE CONTRACTOR is not responsible for any damage to CLIENT’S PROPERTY resulting from SERVICES PERFORMED. Client’s Equipment and Data: THE CLIENT understands that damage may occur to CLIENT’S EQUIPMENT and/or loss may occur to CLIENT’S DATA including, but not limited to: unrecoverable failure of CLIENT’S EQUIPMENT; failure requiring system format and reinstallation of operating system, software, and CLIENT’S DATA; software failure and/or conflicts; hardware/component/driver failure and/or conflicts; and/or complete loss of CLIENT’S DATA. THE CLIENT agrees that THE CONTRACTOR is not responsible for any damage to CLIENT’S EQUIPMENT or loss of CLIENT’S DATA resulting from SERVICES PERFORMED. It is THE CLIENT’S sole responsibility to properly back up CLIENT’S DATA prior to SERVICES PERFORMED. THE CLIENT further acknowledges that THE CONTRACTOR does not warrant that SERVICES PERFORMED will be without incident, error, damage, or loss to CLIENT’S DATA, CLIENT’S EQUIPMENT, or CLIENT’S PROPERTY. THE CLIENT agrees that they are not relying upon any warranties, representations, or recommendations made by THE CONTRACTOR as to the suitability of any product or service for any particular purpose. THE CONTRACTOR is not responsible for, and hereby disclaims any warranties or representations, either expressed or implied, regarding the functionality; performance; support or compatibility with other hardware, software, or services; suitability for a particular purpose; availability; or quality, accuracy, or completeness of the SERVICES PERFORMED. In no event shall THE CONTRACTOR be liable for any indirect, incidental, punitive or other consequential damages (including, without limitation, but not limited to, cost reimbursement, lost profits and damages related to corruption or deletion of computer data or contents, damage to structures or their contents, damage to personal property, damage resulting from fire or explosion, damage resulting from water, wind, or any force of nature, component or equipment malfunction or failure) arising out of or in relation to this Agreement or THE CLIENT’S use or inability to use THE CONTRACTOR’S or any third party’s products and/or services, regardless of the form of action, whether in contract, tort (including negligence) or otherwise, even if THE CONTRACTOR has been advised of the possibility of such damages. In addition, in no event shall THE CONTRACTOR’S maximum liability exceed the total amount paid by THE CLIENT to THE CONTRACTOR for SERVICES PERFORMED. THE CLIENT agrees to indemnify, defend and hold harmless THE CONTRACTOR from and against any and all liabilities, losses, damages and/or costs, including reasonable attorney and collection fees, resulting from any and all claims of any nature whatsoever, any third-party claim, action, dispute or demand related to THE CLIENT’S use of the SERVICES PERFORMED, or THE CLIENT’S violation of any of the provisions of this Agreement. Covered Parts, Instruments or Systems that are no longer offered for sale or license by CONTRACTOR (”Obsolete Items”) will be maintained and repaired on a reasonable efforts basis by CONTRACTOR. If CONTRACTOR determines in its discretion that support and service of such Obsolete Items is no longer reasonable, CONTRACTOR shall notify CLIENT of such determination and such Obsolete Item shall be deemed to not be a Covered Part, Instrument or System. THE CLIENT’S signature on Agreement Forms indicates its Agreement to pay for all SERVICES PERFORMED, CLIENT PREMISE EQUIPMENT, and any additional merchandise and/or materials purchased, and to be bound by all the foregoing terms. If THE CLIENT is not present for a scheduled installation, reschedules, or cancels at the door without 24-hours' notice, they agree to pay a Seventy-five dollar ($75) service call fee plus mileage if applicable. This is a legally binding contract. THE CONTRACTOR is authorized to debit THE CLIENT’S credit card(s) or other accounts for all amounts due and payable, and/or any early cancellation fees, without additional notice to THE CLIENT. THE CLIENT agrees to immediately pay all charges when due. In the event that any due charges or early cancellation fees are refused, declined, or charged back by THE CLIENT’S bank or credit card company, for any reason whatsoever, THE CLIENT understands and agree that they are still personally responsible for all amounts due and payable under this Agreement, and agrees to immediately pay all amounts and fees then due. THE CLIENT agrees to pay their account as services are rendered promptly upon receipt of the statement. BUSINESS CLIENT NOTICE: THE CLIENT understands that responsibility for the payment for services provided at the physical business location is due and payable at the time services are rendered unless financial arrangements have been made. THE CLIENT further understands that a one and one-half percent (1.5%) finance charge (18% annually) will be added to any unpaid balance over thirty (30) days per month. In the event of default, THE CLIENT will pay such collection costs and reasonable attorney fees as may be required to effect collection of the indebtedness. THE CLIENT acknowledges that cancellation or downgrading of term-contract services will result in early cancellation fees charged by THE CONTRACTOR and/or third party service providers in amount equal to fees due CONTRACTOR for the remainder of the applicable term of the SERVICES order. THE CLIENT agrees to immediately pay in full any and all early cancellation fees that become due. A $25.00 NSF fee will be applied to accounts for each returned payment. If signing on behalf of a company or corporation, THE CLIENT certifies that they are legally entitled to sign on behalf of said company or corporation, and that their signature is binding. As SERVICES PERFORMED have been performed under this Agreement, there are no refunds for SERVICES PERFORMED, CLIENT PREMISE EQUIPMENT, or any additional merchandise and/or materials purchased. THE CONTRACTOR retains title and/or a security interest in all purchased equipment until all amounts due under this Agreement are paid in full. CONTRACTOR may terminate this or any SERVICE ORDER immediately by giving written notice of termination to CLIENT upon the occurrence of any of the following events: (a) CLIENT defaults in the performance of any material requirement or obligation created by this or any other Agreement between CONTRACTOR and CLIENT; (b) CLIENT fails to make any payments to CONTRACTOR within ten (10) days of its due date; (c) CLIENT ceases doing business; (d) CLIENT is the subject of any bankruptcy, insolvency, or similar proceeding, becomes insolvent, makes an assignment for the benefit of creditors, or is unable to pay its debts when due, or a receiver is appointed for a substantial part of CLIENT’s assets, or an action is taken toward the liquidation or winding up of CLIENT’s business; No termination of this Parts Contract shall release CLIENT from any obligation to pay CONTRACTOR any amount that has accrued or become payable at or prior to the date of termination. In no event (including early termination) shall CONTRACTOR be obligated to return any payments received by CONTRACTOR hereunder, These Terms and Conditions shall be governed by and construed under the laws of the State of Indiana, regardless of its or any other jurisdiction’s choice of law principles. Each party hereby consents to exclusive jurisdiction in the State of Indiana for all matters arising out of or related to this Agreement.

Content on our site
Our site include a combination of content that we create, that our partners create, and that our users create. All materials published on our site, including, but not limited to, written content, photographs, graphics, images, illustrations, marks, logos, sound or video clips, and Flash animation, are protected by our copyrights or trademarks or those of our partners. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the materials or content on our site in whole or in part. If you would like to request permission to use any of the content on our site, please review our copyright notice section below.

You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on our site ("Your Content"). You certify that you own all intellectual property rights in Your Content. You hereby grant us, our affiliates, and our partners a worldwide, irrevocable, royalty-free, nonexclusive, sub licensable, license to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of (i) displaying Your Content on our site, (ii) distributing Your Content, either electronically or via other media, to users seeking to download or otherwise acquire it, and/or (iii) storing Your Content in a remote database accessible by end users, for a charge. This license shall apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.

Our site contains content that we create as well as content provided by third parties. This content includes, among other things, product reviews, white papers, and stock quotes. It also includes information about products and services offered by parties other than 3 Rivers Computer Solutions LLC, such as product descriptions, specifications, pricing, availability, and performance. We do not guarantee the accuracy, the integrity, or the quality of the content on our site, and you may not rely on any of this content. Without limitation, we are not responsible for postings by users in the user opinion, message board, or feedback sections of our site.

You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. We have the right, but not the obligation, to remove any content that may, in our sole discretion, violate these Terms or that is otherwise objectionable.

Third-party site, products, and Services
Our site contain links to other Internet site owned by third parties. Your use of each of those site is subject to the conditions, if any, that each of those site has posted. We have no control over site that are not ours, and we are not responsible for any changes to or content on them. Our inclusion on our site of any third-party content or a link to a third-party site is not an endorsement of that content or third-party site.

We do not sell, resell, or license any of the products or the services that we review, list, or advertise on our site, and we disclaim any responsibility for or liability related to them. Your correspondence or related activities with third parties, including payment transactions and goods-delivery transactions, are solely between you and that third party. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any of your transactions with third parties. Any questions, complaints, or claims related to any product or service should be directed to the appropriate vendor.

Publicity
THE PRINCIPAL agrees that 3RPCS may refer to the name of PRINCIPAL as a customer of 3RPCS, both internally and in externally published media.

Standard Hourly Rates
PRINCIPAL (hereinafter “PRINCIPAL”) understands and agrees that all services 3 Rivers Computer Solutions LLC, its employees or agents, (hereinafter “3RPCS”) offer are provided on an hourly basis per man-hour and are due on receipt. PRINCIPAL understands that 3RPCS will charge a minimum of one (1) hour on service calls for each 3RPCS technician deployed to the physical business location of PRINCIPAL and the number of technicians deployed are at the sole discretion of 3RPCS and will be determined by the information collected through consultation visit, or information collected by PRINCIPAL directly. PRINCIPAL understands and agrees that discounts on standard rates are provided with the following contracted services:

  1. Innovation Business Support
  2. IBS Workstation Monitoring
  3. IBS Workstation PRO
  4. IBS Workstation PREMIUM
  5. IBS MXProTime Block Hours

Fee-Based Services
Some of the Services require you to pay a fee, as described in the specific conditions included where those Services are offered. You agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. A $25.00 NSF fee will be applied to accounts for each returned payment. BUSINESS CLIENT NOTICE: THE PRINCIPAL understands that responsibility for the payment for services provided at the physical business location is due and payable at the time services are rendered unless financial arrangements have been made. THE PRINCIPAL further understands and agrees that a one and one-half percent (1.5%) finance charge (18% annually) will be added to any unpaid balance over thirty (30) days per month. In the event of default, THE PRINCIPAL will pay such collection costs and reasonable attorney fees as may be required to effect collection of the indebtedness.

Diagnostic Fee
A diagnostic fee of $24.99 will be applied to invoices for any additional diagnostic work outside of the scope of any contracted services that is requested by the Client or the Client's agent or representative that does not pertain to the services listed under the signed contract for the duration of the contract. Diagnostic is defined as a symptom or characteristic of value in diagnosis, or a message output by a computer diagnosing an error in a computer program, computer system, or component device. When using our hourly rate fee structure, the diagnostic fee is included in the one hour minimum charge for services rendered.

Early Termination Fee
3 Rivers Computer Solutions, LLC offers a 30-Day money back guarantee on all of our Innovation Business Support Plan Packages. If you've entered into a one- or two-year contract and choose to terminate or cancel your service before your contract ends, but after the 30-Day Money Back Guarantee Policy, you will be charged an early termination fee of up to $350/plan for the Innovation Business Support Package & up to $200/plan for all other Packages. No early termination fee applies for cancellations in compliance with 3RPCS's 30-Day Money Back Guarantee Policy.

Privacy Policy
All of the information that we collect, such as registration and credit card information, is subject to our privacy policy, and can be found at www.3rpcs.com/privacy.

Single Point of Contact
3RPCS offers Umbrella Plans as a way to help lower service costs to PRINCIPAL. PRINCIPAL agrees that a Managing Officer will be assigned by 3RPCS as the point of contact at the PRINCIPALS location. All employees under the Umbrella Plan must use the point of contact assigned to PRINCIPAL for any and all questions pertaining to computer ticket requests or questions related to the work being performed by 3RPCS while at the PRINCIPALS location. This helps protect each user's privacy as well as reducing operating costs for both PRINCIPAL and 3RPCS. Failure to comply will terminate the Umbrella Plan and the full price of any discounted services will be due on receipt.

Ticket Creation and Check-in
Tickets created by employees under the Umbrella Plan do not guarantee an immediate problem resolution, and the standard response time is 24 hours per request during 3RPCS business hours. PRINCIPAL agrees that tickets will require a response from the ticket creator once every 72 hours during 3RPCS business hours to prevent the automatic closure of the ticket created. This helps with scheduling onsite or offsite Tech Support as needed per ticket request. Tech Support scheduling is on a first come, first serve basis and is scheduled during 3RPCS business hours only.

Missed Scheduled Appointment Fee
PRINCIPAL understands that a scheduled onsite visit or remote session may be required to resolve and close any opened tickets created by 3RPCS or PRINCIPAL. This will require a scheduled time that is available to both 3RPCS and PRINCIPAL. PRINCIPAL agrees If they are not present for a scheduled onsite visit, remote session, or cancels without 24-hours’ notice, they agree to pay a Seventy-five dollar ($75) service call fee plus mileage if applicable. This fee will only apply to standard services not included in the 3RPCS contracts.

3RPCS Software Removal Fee
PRINCIPAL understands and agrees that the software 3RPCS installs at the time of the contracted start date listed on the Agreement is required in order to fulfil the contract obligations listed. Therefore if PRINCIPAL intentionally or unintentionally uninstalls or modifies any 3RPCS or 3rd party software that 3RPCS installs on contracted workstations or servers without express permission, they agree to pay a Forty-nine dollar ($49) administration fee applied to PRINCIPAL's account for each occurrence to help offset the resources required for reinstallation of said software.

Copyright Notice
The 3 Rivers Computer Solutions LLC Website, and all editorial content, including but not limited to articles, other text, photographs, images, illustrations, graphics, video material, audio material, including musical compositions and sound recordings, software, 3 Rivers Computer Solutions LLC logos, titles, characters, U.S. Registered Service Marks for the Company DBA names (3 RIVERS COMPUTER SOLUTIONS, 3 RIVERS COMPUTER SOLUTIONS LLC, 3RPCS, 3RIVERSPCS, 3RIVERSPCSOLUTIONS), graphics and button icons (collectively "Intellectual Property"), are protected by U.S. Copyright, U.S. Trademark, U.S. Service Mark, Digital Millennium Copyright Act (DMCA) and other laws of the United States, as well as international conventions and the laws of other countries and may not be copied without the express permission of 3 Rivers Computer Solutions LLC, which reserves all rights. The Intellectual Property is owned or controlled by 3 Rivers Computer Solutions LLC or by other parties that have provided rights thereto to 3 Rivers Computer Solutions LLC.

Reuse of any of 3 Rivers Computer Solutions LLC editorial content and graphics for any purpose without 3 Rivers Computer Solutions LLC' permission is strictly prohibited. You may not, and agree that you will not, copy or adapt the HTML or other code, reproduce, download, license, publish, enter into a database, display, modify, create derivative works from, transmit, post, distribute or perform publicly by any means, method, or process now known or later developed, decompile, reverse engineer, disassemble, use on another computer-related environment, transfer or sell any Intellectual Property, information, software or products obtained from or through this 3 Rivers Computer Solutions LLC Website, in whole or in part, without the express written permission of 3 Rivers Computer Solutions LLC. Violations of The Digital Millennium Copyright Act (DMCA) can result in severe civil or criminal penalties and all violations will be turned over to the 3 Rivers Computer Solutions LLC Attorney listed below.

Other Trademarks, Service Marks, product names and company names or logos appearing on this 3 Rivers Computer Solutions LLC Website that are not owned by 3 Rivers Computer Solutions LLC may not be used without express permission from their owners.

Additionally, unless otherwise expressly permitted, websites may not hyperlink to any page beyond the homepage of this 3 Rivers Computer Solutions LLC Website, or frame this 3 Rivers Computer Solutions LLC Website, or any web page or material herein, nor may any entity include a hyperlink to any aspect of the 3 Rivers Computer Solutions LLC Website in an email for commercial purposes, without the express written permission of 3 Rivers Computer Solutions LLC.

Permission to use such content is granted on a case-by-case basis at the sole discretion of 3 Rivers Computer Solutions LLC. Please send written requests to:

Hawk, Haynie, Kammeyer & Chickedantz, LLP
Attorneys at Law
W. Randall Kammeyer
116 East Berry Street
Lincoln Tower Suite 302
Fort Wayne, IN 46802
Phone: (260) 422-1515
Fax: (260) 424-2656

As a regular part of our business, 3 Rivers Computer Solutions LLC displays advertisements and product listings from a wide variety of companies. 3 Rivers Computer Solutions LLC is not in a position to arbitrate disputes between the owners of intellectual property rights and companies who advertise or list their products on our sites.

As a courtesy to owners of intellectual property rights, we are willing to perform a limited investigation of reasonable complaints. However, we provide no guarantee that we will remove the allegedly infringing materials from our site.

We encourage the owners of intellectual property rights who believe their rights are being infringed by a company who advertises or lists its products on our site to resolve their disputes directly with that company.

If you believe that your rights have been violated
If you believe that your intellectual property rights have been violated by 3 Rivers Computer Solutions LLC or by a third party who has included material on our sites, please provide the following information to the 3RPCS-designated copyright agent listed below:

  1. A description of the copyrighted work or other intellectual property that you claim has been infringed;
  2. A description of where the material that you claim is infringing is located on the site;
  3. An address, a telephone number, and an e-mail address where 3 Rivers Computer Solutions LLC can contact you and, if different, an e-mail address where the alleged infringing party, if not 3 Rivers Computer Solutions LLC, can contact you;
  4. A statement that you have a good-faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
  5. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf;
  6. Your electronic or physical signature.

It is often difficult to determine if your intellectual property rights have been violated. We may request additional information before we remove any infringing material. We may provide the alleged infringing party with your e-mail address so that that person can respond to your allegations. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.

If your materials have been removed based on the complaints of another party
3 Rivers Computer Solutions LLC will provide you with notice if your materials are removed due to alleged infringement of a third party's intellectual property rights. We will also provide you with the e-mail address of the complaining party so that you may attempt to resolve the issue. We will restore your materials upon notification from the complaining party that the dispute has been resolved.

Your conduct on our site
If we request registration information from you, you will provide us with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If we issue you a password, you may not reveal it to anyone else. You may not use anyone else's password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify us of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements.

The technology and the software underlying our site and the Services is the property of 3 Rivers Computer Solutions LLC, our affiliates, and our partners. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying our site or the Services. You agree not to modify the software underlying our site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to our site.

Without limiting the foregoing, you agree that you will not use our site to take any of the following actions:

  1. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;
  2. Publish, post, upload, e-mail, distribute, or disseminate (collectively, "Transmit") any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content;
  3. Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, our site, any software or hardware, or telecommunications equipment;
  4. Advertise or offer to sell any goods or services for any commercial purpose unless you have our written consent to do so;
  5. Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters;
  6. Download any file that you know or reasonably should know cannot be legally obtained in such manner;
  7. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
  8. Restrict or inhibit any other user from using and enjoying any public area within our site;
  9. Collect or store personal information about other end users;
  10. Interfere with or disrupt our site, servers, or networks;
  11. Impersonate any person or entity, including, but not limited to, a 3 Rivers Computer Solutions LLC representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  12. Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through our site or to manipulate your presence on our site;
  13. Take any action that imposes an unreasonably or disproportionately large load on our infrastructure;
  14. Engage in any illegal activities.

Unauthorized access to our site is a breach of these Terms and a violation of the law. You agree not to access our site by any means other than through the interface that is provided by 3 Rivers Computer Solutions LLC for use in accessing our site. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of our site, except those automated means that we have approved in advance and in writing.

Use of our site is subject to existing laws and legal process. Nothing contained in these Terms shall limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of our site.

Requests to remove certain content from our site
If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please review our copyright notice.

Indemnification
You hereby agree to indemnify, defend and hold 3 Rivers Computer Solutions LLC and all of our members, officers, directors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, "3 Rivers Computer Solutions LLC Parties") harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by any 3 Rivers Computer Solutions LLC Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of:

  1. Your use of our site;
  2. The content, the quality, or the performance of content that you submit to our site;
  3. Your connection to our site;
  4. Your violation of these Terms; or
  5. Your violation of the rights of any other person or entity.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

Disclaimers
We disclaim any responsibility for the deletion, the failure to store, the misdelivery, or the untimely delivery of any information or material. We disclaim any responsibility for any harm resulting from downloading or accessing any information or material on the Internet using search results from our site. We disclaim any responsibility for, and if you subscribe to one of our fee-based services you will not be entitled to a refund as a result of, any service outages that are caused by our maintenance on the servers or the technology that underlies our site, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, acts of nature, war, civil disturbance, or any other cause beyond our reasonable control.

WE DO NOT WARRANT THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, WE DO NOT MAKE ANY WARRANTY AS TO THE CONTENT ON OUR SITE. OUR SITE AND THEIR CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTY THAT (i) OUR SITE WILL MEET YOUR REQUIREMENTS, (ii) OUR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS WILL BE CORRECTED. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SITE, ANY CONTENT, OR ANY OF OUR SERVICES, TOOLS, PRODUCTS, OR PROPERTIES. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR SITE AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.

NEITHER WE NOR OUR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Arbitration
3 Rivers Computer Solutions LLC may elect to resolve any controversy or claim arising out of or relating to these Terms or our site by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Fort Wayne, Indiana, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in Fort Wayne, Indiana, necessary to protect the rights or the property of you or 3 Rivers Computer Solutions LLC (or its agents, suppliers, and subcontractors), pending the completion of arbitration.

Miscellaneous
We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our site or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting us by mail at: 921 E Dupont Rd #231, Fort Wayne IN 46825.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

These Terms, including all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire Agreement between you and 3 Rivers Computer Solutions LLC and govern your use of our site, superceding any prior Agreements that you may have with us.

These Terms shall be construed in accordance with the laws of the State of Indiana, and the parties irrevocably consent to bring any action to enforce these Terms before an arbitration panel or before a court of competent jurisdiction in Fort Wayne, Indiana if seeking interim or preliminary relief or enforcement of an arbitration award.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superceded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms shall continue in effect.

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Innovation Business Support Terms and Conditions

PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS OF SERVICE (these “TERMS OF SERVICE”). THESE TERMS OF SERVICE ARE A LEGALLY BINDING CONTRACT BETWEEN 3RPCS'S CLIENT (HEREINAFTER "CLIENT" OR "YOU") AND 3 RIVERS COMPUTER SOLUTIONS LLC, ITS EMPLOYEES OR AGENTS, (HEREINAFTER "3RPCS"). THESE TERMS OF SERVICE GOVERN ALL USE OF THE IBS NETWORK MONITORING RANGE OF SERVICES, SOFTWARE AND ANY ASSOCIATED DOCUMENTATION, BOTH ONLINE AND OFFLINE.

3RPCS PROVIDES NETWORK MONITORING AND MANAGEMENT RELATED SERVICES, INCLUDING BUT NOT LIMITED TO IBS NETWORK MONITORING AND MANAGEMENT; MXPROBACKUP; MXPROTECT; MXPROWEB; MXPROMAIL (COLLECTIVELY AND HEREINAFTER "INNOVATION BUSINESS SUPPORT PLAN" OR "INNOVATION BUSINESS SUPPORT" OR "IBS PLAN") TO CLIENT AND CLIENT DESIRES TO USE THESE SERVICES FOR ITS OWN ACCOUNT AND/OR ON ACCOUNT OF ONE OR MORE OF CLIENT MACHINES.

(1) BY CLICKING A BOX INDICATING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE,
(2) BY EXECUTING OR OTHERWISE ENTERING INTO AN ORDER FORM WITH 3RPCS THAT REFERENCES THESE TERMS OF SERVICE OR (3) BY SIGNING OR OTHERWISE USING THE SOFTWARE OR SERVICES, CLIENT CONSENTS TO ALL OF THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE. IF CLIENT DOES NOT AGREE TO ANY OF THE TERMS OF THESE TERMS OF SERVICE, CLIENT SHALL IMMEDIATELY STOP USING THE SERVICES AND/OR SOFTWARE AND RETURN, DELETE OR DESTROY ANY AND ALL COPIES OF THE SOFTWARE CLIENT MAY HAVE.

3RPCS may modify these Terms of Service from time to time and shall post the most up to date version on this website. It is CLIENT's responsibility to check and stay informed of any changes. CLIENTS continued use of the Services following modification to the Services or these Terms of Service constitutes CLIENT's consent to be bound by the modified Terms of Service.

  1. CONDITIONS OF USE
    Subject to the terms and conditions of these Terms of Service, CLIENT may use the Services solely in accordance with the then-current Product Documentation and any other written communication by 3RPCS to CLIENT. 3RPCS shall make commercially reasonable efforts to provide the Services to CLIENT. These Terms of Service apply to the CLIENT that uses the Services or that installed agents, otherwise uses or permits the installation of the Software or the use of the Services. Throughout the Subscription Period, unless terminated in accordance with the terms herein, 3RPCS grants CLIENT the following rights only if CLIENT complies with all of the terms and conditions of these Terms of Service.

  2. The Subscription begins at the time the CLIENT's Subscription is activated by 3RPCS (other than on a trial basis) and thereafter continues in effect until the date of termination as set forth hereinafter. A Subscription may terminate in whole or in part, due to (i) CLIENT's cancellation, or breach of any of terms of these Terms of Service – including non-payment of any Fees within 14 days of the date when due; or (ii) upon expiration of the respective Services term subscribed to by CLIENT in the relevant Order Form and non-renewal of such Service. Subscription Fees are non-refundable if CLIENT cancels or the Subscription is terminated by 3RPCS for cause. As of the effective date of cancellation or termination and the expiration of a period of 14 days thereafter, CLIENT shall no longer be able and shall have no further right to access or use the particular Services which have been cancelled or terminated. All licenses granted hereunder shall be term licenses for the term set forth in the relevant Order Form.

  3. GRANT OF RIGHT OF USE
    The Software is licensed and not sold. During a Subscription Period and subject to the due payment by CLIENT and receipt by 3RPCS of all due and payable Subscription Fees, 3RPCS grants CLIENT a revocable, limited, non-transferable, non- exclusive license to access the Services and use the Software pursuant to the terms of these Terms of Service. These Terms of Service cover any updates, new releases or enhancement(s) of the Services and/or Software, which 3RPCS may, in its sole discretion, make available to CLIENT from time to time.

  4. If and to the extent CLIENT contracts independently with third parties (including in particular Subcontractors), the terms of such third party or subcontractor contract shall apply to the relationship between CLIENT and such third party or Subcontractor and 3RPCS shall have no liability in respect thereof. CLIENT shall, however, be responsible for ensuring that all of its Subcontractors comply with these Terms of Service and shall be fully liable to 3RPCS for any breach of these Terms of Service by its Subcontractors.

    3RPCS warrants that it shall provide 24/7 monitoring that will check for availability, performance capacity, and security with an advanced alerting system that proactively notifies network operations center and engineers to handle alerts and errors in real-time. 3RPCS will store the data gathered from monitoring for up to 90 days so that trend analysis, analytical and summary reports can better serve CLIENTS future business needs. Many business-class, enterprise, main-stream hardware devices and software applications can be monitored; however, CLIENT understands and agrees that 3RPCS cannot ensure compatibility for all hardware and software application vendors that CLIENT may utilize within each network environment.

  5. ACCOUNT; SECURITY
    3RPCS respects your privacy and the terms of 3RPCS's Privacy Policy can be found at www.3rpcs.com/privacy.

  6. CLIENT acknowledges and agrees that it is responsible for providing the following: (i) all equipment, such as a computer and modem, necessary to access the Internet; (ii) its own access to the Internet; and (iii) payment of all telephone, internet and other fees associated with such access.

    CLIENT is solely responsible for access to, content in or sharing and use of its Account. 3RPCS shall not be liable for any loss or damage arising from any access to, or sharing and use of CLIENT's Account. In the event that CLIENT believes or suspects there have been any unauthorized access to the Account, CLIENT must notify 3RPCS immediately at 888-545-0123.

  7. SERVICE TIMES
    Service work relating to this contract will only be performed Monday through Friday 9:00 am to 6:00 pm. Should services be necessary and requested during others hours, the prevailing after-hour rates will apply.

  8. NETWORK SECURITY UPDATE MANAGEMENT
    3RPCS agrees to manage each monitored device using vulnerability scans which shows if any of the following needs updated or upgraded: supported Microsoft products, supported Microsoft patches, supported non-Microsoft products, supported non-Microsoft patches. When vulnerabilities are located, 3RPCS will test service packs, hotfixes and security patches on a test non-production environment prior to being deployed to production. Patch management should not be confused with Preventative Maintenance which addresses both the hardware and software level of the system.

    There are minimum hardware and software requirements that are the responsibility of the CLIENT to own for installation and configuration of patch management services. If those hardware and software requirements are not met in the current environment, 3RPCS will make recommendations for changes to facilitate the patch management services setup or the CLIENT can bypass the use and activation of the patch management services altogether.

  9. PREVENTATIVE MAINTENANCE PLAN (PMP) AGREEMENT
    3RPCS agrees to perform recommended preventative maintenance activities on CLIENTS network servers and/or infrastructure equipment. The PMP program includes the following type of activities:

    • Update manufacturer supplied system service packs to the latest standard;
    • Update all manufacturer supplied firmware on the device to the latest standard;
    • Apply manufacturer supplied Windows Updates on appropriate servers;
    • Update all relevant server applications with manufacturer service releases;
    • Evaluate backups and recommend any needed changes;
    • Check anti-virus software for latest versions and proper operation;
    • Check maintenance plans for Microsoft SQL Server databases;
    • Check network operating system logs for errors and needed attention;
    • Evaluate Uninterrupted Power Supply (UPS) configuration of hardware/software

  10. PROACTIVE MONTHLY SERVER CHECKLIST REVIEWS
    3RPCS agrees to proactively review each of the network servers each month against our predefined checklist to review the server's health, system logs, etc. this billable proactive monthly server check-up should not be confused with recommended Preventative Maintenance which addresses both the hardware and software level of the system.

  11. REMOTE SUPPORT
    CLIENT understands and agrees to give 3RPCS permission to remotely access monitored devices either during regular business hours when help is requested, or outside of regular business hours when the device is less likely to be used so 3RPCS can perform required tasks. Remote support will be provided during regular business hours with no charges incurred unless used for services outside the scope of this Agreement. Remote Support services will be initiated at the discretion of 3RPCS. CLIENT understands that any issues that cannot be resolved remotely or over the phone will be escalated to the IT support team assigned to the CLIENTS’ site, and may result in additional charges if work is outside of the included services.

  12. TECHNICAL SUPPORT
    3RPCS agrees to provide up to the contracted number of hours per year of technical support under this Agreement. Hours will be tracked against the yearly block hour allotments and overages will be invoiced monthly at the appropriate factors. CLIENT agrees that additional 10-Hour blocks may be purchased at any time to help lower costs.

  13. SUPPORT AND ESCALATION
    CLIENT agrees that requests must be made by using one of the following methods in order to guarantee response times indicated in the Response Time section below:

    1. Using the 3RPCS System Tray Icon located on every monitored device's desktop system tray location, and selecting “3RPCS Ticket Request”, then entering a subject line relevant to the ticket being requested. Once the body of the email has been filled out with the following information: CLIENT Name, User Email Address, CLIENT Phone Number and a Detailed Description of the problem;
    2. Sending an email to the 3RPCS ticket system by composing a new message to the following email address: [email protected] with a subject line relevant to the ticket being requested. Once the body of the email has been filled out with the following information: CLIENT Name, User Email Address, CLIENT Phone Number and a Detailed Description of the problem;
    3. Dialing 888-545-0123 and selecting the appropriate option for "System Emergency Outages" and leaving the following information in voicemail: CLIENT Name, User Email Address, CLIENT Phone Number and a Detailed Description of the problem.

  14. RESPONSE TIME
    CLIENT understands and agrees to follow the exact instructions as indicated in the Support and Escalation Section. If CLIENT fails to follow the exact instructions, CLIENT agrees not to hold 3RPCS liable for missed Response Times. CLIENT understands and agrees an immediate problem resolution is not guaranteed. 3RPCS agrees to respond to CLIENT requests as follows:

    • EMERGENCY – All users unable to work (e.g....Virus Outbreak, Network Failure1) = Response Time 2 Hours
    • HIGH – One user unable to work (e.g....Single Virus, Password, Internet Outage1) = Response Time 4 Hours
    • STANDARD – One user unable to perform a single function (e.g....File Unavailable) = Response Time 24 Hours

    1 Power outages, brownouts, blackouts, or any force majeure events including Internet outages are not classified as an Emergency Priority as it is controlled by a 3rd party (the Electric Co., Nature, or ISP), and out of our control.

  15. HARDWARE AND SOFTWARE MAINTENANCE AGREEMENTS
    No vendor hardware, software, equipment warranties, or maintenance contracts are provided under this Agreement. Those are the responsibility of the CLIENT to purchase and maintain. As a best practice, 3RPCS recommends that all hardware and software be maintained by the CLIENT under vendor warranty and service Agreements, otherwise, 3RPCS may have very limited (or no) access to vendor support and product updates without such active Agreements.

  16. INCLUDED LABOR SERVICES FROM THIS AGREEMENT
    The following is a current list of what services are included under this Agreement and therefore will not be billable by 3RPCS:

    • Ongoing management of devices that have 3RPCS software installed;
    • Management tasks related to preventative maintenance, security updates for monitored devices;
    • Management tasks related to adding, removing, or configuring sites for Internet Security service;
    • Management tasks related to adding, removing, or configuring rules for Mail Filtering service;
    • Management tasks related to adding, testing, configuring, and changes for Backup services;
    • Physical virus removal where a technician must be called out to CLIENTS site;
    • Check network operating system logs for errors and needed attention;
    • Evaluate Uninterrupted Power Supply (UPS) configuration of hardware/software

  17. EXCLUDED LABOR SERVICES FROM THIS AGREEMENT
    The following is a current list of what services are excluded under this Agreement and therefore will be billable by 3RPCS:

    • New or ongoing management, configuration, or setup tasks for all hardware devices not specified;
    • New or ongoing management tasks related to leased or owned printers, fax, copiers, scanners,
      routers, modems, managed switches, unmanaged switches, NAS devices, hub devices;
    • Installing data cabling or repairing existing data cabling up to and including new line drops;
    • Equipment relocation for the existing location or equipment relocation to a new location;
    • Management tasks related to devices that do not have 3RPCS software installed;
    • Cost of hardware parts, equipment, shipping charges or sales tax;
    • Cost of software, software licenses, software renewal fees, or software upgrade fees;
    • Training, Programming Services, Consulting Services, or any other services 3RPCS offers;
    • Data recovery or data migration related to servers, workstations, or mission critical devices

  18. ADDING NEW OR ADDITIONAL ITEMS
    CLIENT understands and agrees that this Agreement includes fixed services which are delivered as a part of the IBS service cost based on information gathered during the Consultation, therefore new devices can replace existing devices but will not be supported as new items.

  19. PRICELOCK GUARANTEE
    3RPCS offers a Reward Program to CLIENT for renewing the Yearly Agreement. The PriceLock Guarantee is meant as a benefit for continuing to partner with 3RPCS because CLIENT can plan on the same price when budgeting for IT services without signing a multi-year Agreement to receive this benefit. Normal Agreements increase 3-4% annually to adjust for the cost of new services added during the 12 month plans. With PriceLock, CLIENT keeps the same annual fee, and also receives any new service during that 12-month period. When CLIENT renews their Agreement, 3RPCS guarantees the price from the previous year will not change unless CLIENT requires adjustments to the Agreement. If Agreement changes are made, CLIENT understands and agrees that the PriceLock Guarantee would not take effect until the new Agreement had been renewed by the Contract End Date listed on the updated Agreement.

  20. GENERALITIES
    3RPCS will determine whether any problem or issue should be solved remotely, by telephone, or requires an on-site visit, and what level of technical staff will be assigned to the incident. Every effort will be made to rectify outstanding service issues in the most expeditious way as determined by 3RPCS. In regards to remote activities that may be performed by 3RPCS, the CLIENT agrees to provide a local resource that may be asked to perform a re-boot of a server or infrastructure component, as needed.

  21. SERVICE FEE
    3RPCS will invoice the amount, appropriately itemized, and owed by CLIENT on a monthly basis. CLIENT understands and agrees that initial start-up fees and payment of first months service is due at signing and will be payed in full. CLIENT will pay all amounts owed within 15 days after the invoice date. These payments will not be subject to compensation or deduction, unless required by law. It shall be deemed a breach of these Terms of Service if CLIENT fails to fulfill any payment obligation and fails to cure the breach within 14 days of receipt of written notification from 3RPCS. In any case CLIENT will be charged interest on a monthly basis, at the legal percentage rate, on all outstanding debts starting from the date of failure to pay. Should CLIENT dispute any payment obligation, CLIENT will notify 3RPCS within 7 days after receiving the invoice. Disputed amounts do not hinder the payment of the undisputed amounts.

    In the event of any nonpayment of any undisputed amount, 3RPCS reserves the right in addition to all of its other rights and remedies hereunder and at law or in equity to (a) suspend all Support Services in the event the fees are not paid within 20 days of the date of the invoice; (b) suspend all access to the Service in the event the fees are not paid within 20 days of the date of the invoice (c) turn monies owed over to the company Attorney for collections in the event the fees are not paid within 30 days of the date of the invoice.

    CLIENT agrees that 3RPCS reserves the right to invoice the CLIENT for any additional monitored devices that will replace an existing device at costs per device and due at the time the 3RPCS software is installed on the CLIENT machine or device. The initial installation and configuration of the monitoring products and patch management configuration on capable devices is a billable service and will be applied against the CLIENT's hour allotment if a MXPROTIME CONTRACT has been purchased from 3RPCS, otherwise payment will due in full at the time of installation.

    CLIENT agrees ongoing services or ongoing management fees will be billed at the standard hourly rates, and will be due at the time the services are rendered related to the IBS PLAN service which will be emailed to the CLIENT at the email address on file under the signed Contract Agreement.

    Ongoing management fees related to the IBS PLAN service are designed to provide the monthly services delivered under this contract, including but not limited to, reviewing and responding to monitoring alerts, preventative maintenance, technical support, and patch management. CLIENT should expect at a minimum that one hour per month will be utilized for normal alert and monitoring activities. All services under IBS Network Monitoring are provided on an hourly basis per man-hour and are due on receipt. CLIENT understands that 3RPCS will charge CLIENT a minimum of 1 hour for service calls per man-hour. Monitoring alerts received after-hours by 3RPCS personnel for those clients agreeing to dispatch and resolve monitoring alerts without CLIENT notification and authorization during after-hours, weekends, and holidays will result in a minimum 2 hour charge at the applicable Emergency/After-Hours rate(s) per man-hour.

  22. REFUND STATEMENT
    CLIENT understands that the yearly Innovation Support contracts are non-refundable once monitoring has begun on the specified devices listed on the contract. If notification is made before monitoring has begun, a refund will be made minus any cancellation fees for new clients only who are dissatisfied with the service. Cancellation Fees are listed under the IBS Package 30-Day Limited Money Back Guarantee Statement.

  23. DISCLAIMER OF WARRANTIES
    THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS IS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WARRANTY AND THE REMEDIES HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMIEDIES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND WARRANTIES FOR LATENT OR HIDDEN DEFECTS. 3RPCS DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SERVICES WILL MEET CLIENT's REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. FURTHERMORE, 3RPCS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES PROVIDED IN RESPECT OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IF THIS EXCLUSION IS NOT PERMITTED BY LAW, 3RPCS LIMITS ANY EXPRESS, STATUTORY OR IMPLIED WARRANTIES AS TO DURATION TO THE EXTENT OF THIS LIMITED WARRANTY AND THE REPAIR OR REPLACEMENT REMEDY AS DETERMINED BY 3RPCS IN ITS SOLE DISCRETION.

  24. EFFECT OF TERMINATION
    Without prejudice to any other rights, 3RPCS may suspend or terminate, in part or in whole, without notice, CLIENT's use of the Services and these Terms of Service if CLIENT does not abide by its terms, in which case CLIENT must cease all use of the Services, destroy all copies (including any components) of the Services, or, at 3RPCS's request, return such copies to 3RPCS.

  25. ENTIRE AGREEMENT
    These Terms of Service (as may be amended by time to time as described herein) is the entire Agreement between CLIENT and 3RPCS relating to the Services and Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services and Software. To the extent the terms of any 3RPCS policies or programs conflict with these Terms of Service, these Terms of Service shall prevail and control. In addition, the terms set out in these Terms of Service shall prevail and control over any and all additional or conflicting terms or provisions contained in any document of CLIENT's, whether set out in a purchase order or alternative license, and any and all such additional or conflicting terms shall be void and shall have no effect.

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E-Sign Consent Terms and Conditions

3 Rivers Computer Solutions LLC, and its affiliates and third party service providers (“3RPCS”) may need to provide you with certain communications, notices, agreements, billing statements, or disclosures in writing (“Communications”) regarding our products or services (“Services”). Your agreement to this E-sign Consent confirms your ability and consent to receive Communications electronically, rather than in paper form, and to the use of electronic signatures in our relationship with you (“Consent”). If you choose not to agree to this Consent or you withdraw your consent, you may be restricted from using the Services.

  1. ELECTRONIC DELIVERY OF COMMUNICATIONS AND USE OF ELECTRONIC SIGNATURES
    Under this Consent, 3RPCS may provide all Communications electronically by email, by text message, or by making them accessible via 3RPCS websites or applications. Communications include, but are not limited to, the following:

    1. Agreements and policies required to use the Services (e.g. this Consent, the 3RPCS Privacy Policy, any 3RPCS Service Agreements);
    2. Payment authorizations and transaction receipts or confirmations;
    3. Account statements and history;
    4. All federal and state tax statements and documents;
    5. We may also use electronic signatures and obtain them from you.

  2. SYSTEM REQUIREMENTS
    To access and retain the electronic Communications, you will need the following:

    • A computer or mobile device with Internet or mobile connectivity;
    • For website-based Communications, a current web browser that includes 128-bit encryption. Minimum recommended browser standards are Microsoft Internet Explorer version 11.0 and above (see www.microsoft.com/ie for current version), Mozilla Firefox current version (see www.mozilla.com for current version), Apple Safari current version (see www.apple.com/safari for current version), or Chrome current version (see www.google.com/chrome for current version). The browser must have cookies enabled;
    • For application-based Communications, a mobile phone operating system that supports SMS messaging, downloads, and applications from the Apple App Store or Google Play store;
    • Sufficient storage space to save Communications and/or a printer to print them;
    • If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add mail@cudasign.com and noreply@cudasign.com to your email address book;

  3. PAPER DELIVERY OF COMMUNICATIONS
    You have the right to receive Communications in paper form. To request a paper copy of any Communication at no charge, please write to the address below ("3RPCS Address") within 180 days of the date of the Disclosure, specifying in detail the Communication you would like to receive.

    Attn: Legal Team
    3 Rivers Computer Solutions, LLC
    921 E Dupont Rd #231
    Fort Wayne, IN 46825

  4. WITHDRAWAL OF CONSENT TO ELECTRONIC COMMUNICATIONS
    You may withdraw your consent to receive electronic Communications at any time, by writing to the 3RPCS Address above. However, withdrawal of your consent to receive electronic Communications may result in termination of your access to Services. Any withdrawal of your consent will be effective after a reasonable period of time for processing your request.

  5. UPDATING YOUR EMAIL ADDRESS
    You can change your email address by writing to the 3RPCS Address above. You may also be able to change your email address yourself through the Services.

  6. ACKNOWLEDGING YOUR ACCESS AND CONSENT TO RECEIVE MATERIALS ELECTRONICALLY
    Any use of the product or services, because it is by its nature a technology product, is acknowledging your consent to electronic transactions, the consent to electronic signatures, and the full terms of this disclosure and 3RPCS including the following statement:

    • “I can access and read this Electronic Disclosure document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify the other party as described above otherwise, I consent to receive through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by the other party during the course of my relationship with them.”

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MXProBackup Terms and Conditions

PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS OF SERVICE (these “TERMS OF SERVICE”). THESE TERMS OF SERVICE ARE A LEGALLY BINDING CONTRACT BETWEEN 3RPCS's SUBSCRIBER (HEREINAFTER "SUBSCRIBER" OR "YOU") AND 3 RIVERS COMPUTER SOLUTIONS LLC, ITS EMPLOYEES OR AGENTS, (HEREINAFTER "3RPCS"). THESE TERMS OF SERVICE GOVERN ALL USE OF THE MXPROBACKUP RANGE OF SERVICES, SOFTWARE AND ANY ASSOCIATED DOCUMENTATION, BOTH ONLINE AND OFFLINE.

3RPCS PROVIDES BACKUP RELATED SERVICES, INCLUDING BUT NOT LIMITED TO MXPROBACKUP TO SUBSCRIBER AND SUBSCRIBER DESIRES TO USE THESE SERVICES FOR ITS OWN ACCOUNT AND/OR ON ACCOUNT OF ONE OR MORE OF SUBSCRIBER's MACHINES.

(1) BY CLICKING A BOX INDICATING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE,
(2) BY EXECUTING OR OTHERWISE ENTERING INTO AN ORDER FORM WITH 3RPCS THAT REFERENCES THESE TERMS OF SERVICE OR (3) BY SIGNING OR OTHERWISE USING THE SOFTWARE OR SERVICES, SUBSCRIBER CONSENTS TO ALL OF THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE. IF SUBSCRIBER DOES NOT AGREE TO ANY OF THE TERMS OF THESE TERMS OF SERVICE, SUBSCRIBER SHALL IMMEDIATELY STOP USING THE SERVICES AND/OR SOFTWARE AND RETURN, DELETE OR DESTROY ANY AND ALL COPIES OF THE SOFTWARE SUBSCRIBER MAY HAVE.

3RPCS may modify these Terms of Service from time to time and shall post the most up to date version on this website. It is Subscriber's responsibility to check and stay informed of any changes. Subscribers continued use of the Services following modification to the Services or these Terms of Service constitutes Subscriber's consent to be bound by the modified Terms of Service.

  1. CONDITIONS OF USE
    Subject to the terms and conditions of these Terms of Service, Subscriber may use the Services solely in accordance with the then-current Product Documentation and any other written communication by 3RPCS to Subscriber. 3RPCS shall make commercially reasonable efforts to provide the Services to Subscriber. These Terms of Service apply to the Subscriber that uses the Services or that installed agents, otherwise uses or permits the installation of the Software or the use of the Services. Throughout the Subscription Period, unless terminated in accordance with the terms herein, 3RPCS grants Subscriber the following rights only if Subscriber complies with all of the terms and conditions of these Terms of Service.

  2. The Subscription begins at the time the Subscriber's Subscription is activated by 3RPCS (other than on a trial basis) and thereafter continues in effect until the date of termination as set forth hereinafter. A Subscription may terminate in whole or in part, due to (i) Subscriber's cancellation, or breach of any of terms of these Terms of Service – including non-payment of any Fees within 14 days of the date when due; or (ii) upon expiration of the respective Services term subscribed to by Subscriber in the relevant Order Form and non-renewal of such Service. Subscription Fees are non-refundable if Subscriber cancels or the Subscription is terminated by 3RPCS for cause. As of the effective date of cancellation or termination and the expiration of a period of 14 days thereafter, Subscriber shall no longer be able and shall have no further right to access or use the particular Services which have been cancelled or terminated. All licenses granted hereunder shall be term licenses for the term set forth in the relevant Order Form.

  3. GRANT OF RIGHT OF USE
    The Software is licensed and not sold. During a Subscription Period and subject to the due payment by Subscriber and receipt by 3RPCS of all due and payable Subscription Fees, 3RPCS grants Subscriber a revocable, limited, non-transferable, non- exclusive license to access the Services and use the Software pursuant to the terms of these Terms of Service. These Terms of Service cover any updates, new releases or enhancement(s) of the Services and / or Software, which 3RPCS may, in its sole discretion, make available to Subscriber from time to time.

  4. If and to the extent Subscriber contracts independently with third parties (including in particular Clients), the terms of such third party or Client contract shall apply to the relationship between Subscriber and such third party or Client and 3RPCS shall have no liability in respect thereof. Subscriber shall, however, be responsible for ensuring that all of its Clients comply with these Terms of Service and shall be fully liable to 3RPCS for any breach of these Terms of Service by its Clients.

    3RPCS warrants that it shall use commercially reasonable efforts to provide the Services to you in accordance with standard industry practices in relation to availability of the Service, security of the data and provision of customer service. 3RPCS shall use commercially reasonable efforts to provide the Service on a 24/7 basis and to avoid any unplanned downtime and minimize planned maintenance time. Customer service and support are available during standard business hours in each region in which the Services is offered.

  5. ACCOUNT; SECURITY
    3RPCS respects your privacy and the terms of 3RPCS's Privacy Policy can be found at www.3rpcs.com/privacy.

  6. Subscriber acknowledges and agrees that it is responsible for providing the following: (i) all equipment, such as a computer and modem, necessary to access the Internet; (ii) its own access to the Internet; and (iii) payment of all telephone, internet and other fees associated with such access.

    Subscriber is solely responsible for access to, content in or sharing and use of its Account. 3RPCS shall not be liable for any loss or damage arising from any access to, or sharing and use of Subscriber's Account. In the event that Subscriber believes or suspects there have been any unauthorized access to the Account, Subscriber must notify 3RPCS immediately at 888-545-0123.

  7. CONTENT OF DATA
    Subscriber warrants that it has obtained sufficient consent and rights (i) to access any third party's or End User's systems or networks, and (ii) access, use and store all data and files on the Infrastructure or otherwise use via the Services such data and information. 3RPCS reserves the right, with or without notice to you, to remove any data and files from its Infrastructure that 3RPCS in its sole discretion believes or suspects is: (a) Virus or Malware; (b) is illegal, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene; (c) is used for the purpose of spamming, chain letters or the use or dissemination of objectionable material of any kind or nature (d) is used in such a manner as to cause offense, defame or harass; or (e) infringes the intellectual property rights or any other rights of any third party.

  8. SERVICE FEE
    3RPCS will invoice the amount, appropriately itemized, and owed by Subscriber on a monthly basis. Subscriber understands and agrees that initial start-up fees and payment of first months service is due at signing and will be payed in full. Subscriber will pay all amounts owed within 15 days after the invoice date. These payments will not be subject to compensation or deduction, unless required by law. It shall be deemed a breach of these Terms of Service if Subscriber fails to fulfill any payment obligation and fails to cure the breach within 14 days of receipt of written notification from 3RPCS. In any case Subscriber will be charged interest on a monthly basis, at the legal percentage rate, on all outstanding debts starting from the date of failure to pay. Should Subscriber dispute any payment obligation, Subscriber will notify 3RPCS within 7 days after receiving the invoice. Disputed amounts do not hinder the payment of the undisputed amounts.

  9. In the event of any nonpayment of any undisputed amount, 3RPCS reserves the right in addition to all of its other rights and remedies hereunder and at law or in equity to (a) suspend all Support Services in the event the fees are not paid within 20 days of the date of the invoice; (b) suspend all access to the Service in the event the fees are not paid within 20 days of the date of the invoice (c) remove all of Customer backup data and turn monies owed over to the company Attorney for collections in the event the fees are not paid within 30 days of the date of the invoice.

  10. DISCLAIMER OF WARRANTIES
    THE SERVICES ARE PROVIDED TO SUBSCRIBER ON AN “AS IS” AND “AS IS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WARRANTY AND THE REMEDIES HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMIEDIES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND WARRANTIES FOR LATENT OR HIDDEN DEFECTS. 3RPCS DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SERVICES WILL MEET SUBSCRIBER's REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. FURTHERMORE, 3RPCS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES PROVIDED IN RESPECT OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IF THIS EXCLUSION IS NOT PERMITTED BY LAW, 3RPCS LIMITS ANY EXPRESS, STATUTORY OR IMPLIED WARRANTIES AS TO DURATION TO THE EXTENT OF THIS LIMITED WARRANTY AND THE REPAIR OR REPLACEMENT REMEDY AS DETERMINED BY 3RPCS IN ITS SOLE DISCRETION.

  11. EFFECT OF TERMINATION
    Without prejudice to any other rights, 3RPCS may suspend or terminate, in part or in whole, without notice, Subscriber's use of the Services and these Terms of Service if Subscriber does not abide by its terms, in which case Subscriber must cease all use of the Services, destroy all copies (including any components) of the Services, or, at 3RPCS's request, return such copies to 3RPCS.

  12. ENTIRE AGREEMENT
    These Terms of Service (as may be amended by time to time as described herein) is the entire Agreement between Subscriber and 3RPCS relating to the Services and Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services and Software. To the extent the terms of any 3RPCS policies or programs conflict with these Terms of Service, these Terms of Service shall prevail and control. In addition, the terms set out in these Terms of Service shall prevail and control over any and all additional or conflicting terms or provisions contained in any document of Subscriber's, whether set out in a purchase order or alternative license, and any and all such additional or conflicting terms shall be void and shall have no effect.

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IBS Monitoring Terms and Conditions

PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS OF SERVICE (these “TERMS OF SERVICE”). THESE TERMS OF SERVICE ARE A LEGALLY BINDING CONTRACT BETWEEN 3RPCS's CLIENT (HEREINAFTER "CLIENT" OR "YOU") AND 3 RIVERS COMPUTER SOLUTIONS LLC, ITS EMPLOYEES OR AGENTS, (HEREINAFTER "3RPCS"). THESE TERMS OF SERVICE GOVERN ALL USE OF THE IBS NETWORK MONITORING RANGE OF SERVICES, SOFTWARE AND ANY ASSOCIATED DOCUMENTATION, BOTH ONLINE AND OFFLINE.

3RPCS PROVIDES NETWORK MONITORING RELATED SERVICES, INCLUDING BUT NOT LIMITED TO IBS NETWORK MONITORING TO CLIENT AND CLIENT DESIRES TO USE THESE SERVICES FOR ITS OWN ACCOUNT AND/OR ON ACCOUNT OF ONE OR MORE OF CLIENT MACHINES.

(1) BY CLICKING A BOX INDICATING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE,
(2) BY EXECUTING OR OTHERWISE ENTERING INTO AN ORDER FORM WITH 3RPCS THAT REFERENCES THESE TERMS OF SERVICE OR (3) BY SIGNING OR OTHERWISE USING THE SOFTWARE OR SERVICES, CLIENT CONSENTS TO ALL OF THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE. IF CLIENT DOES NOT AGREE TO ANY OF THE TERMS OF THESE TERMS OF SERVICE, CLIENT SHALL IMMEDIATELY STOP USING THE SERVICES AND/OR SOFTWARE AND RETURN, DELETE OR DESTROY ANY AND ALL COPIES OF THE SOFTWARE CLIENT MAY HAVE.

3RPCS may modify these Terms of Service from time to time and shall post the most up to date version on this website. It is CLIENT's responsibility to check and stay informed of any changes. CLIENTS continued use of the Services following modification to the Services or these Terms of Service constitutes CLIENT's consent to be bound by the modified Terms of Service.

  1. CONDITIONS OF USE
    Subject to the terms and conditions of these Terms of Service, CLIENT may use the Services solely in accordance with the then-current Product Documentation and any other written communication by 3RPCS to CLIENT. 3RPCS shall make commercially reasonable efforts to provide the Services to CLIENT. These Terms of Service apply to the CLIENT that uses the Services or that installed agents, otherwise uses or permits the installation of the Software or the use of the Services. Throughout the Subscription Period, unless terminated in accordance with the terms herein, 3RPCS grants CLIENT the following rights only if CLIENT complies with all of the terms and conditions of these Terms of Service.

  2. The Subscription begins at the time the CLIENT's Subscription is activated by 3RPCS (other than on a trial basis) and thereafter continues in effect until the date of termination as set forth hereinafter. A Subscription may terminate in whole or in part, due to (i) CLIENT's cancellation, or breach of any of terms of these Terms of Service – including non-payment of any Fees within 14 days of the date when due; or (ii) upon expiration of the respective Services term subscribed to by CLIENT in the relevant Order Form and non-renewal of such Service. Subscription Fees are non-refundable if CLIENT cancels or the Subscription is terminated by 3RPCS for cause. As of the effective date of cancellation or termination and the expiration of a period of 14 days thereafter, CLIENT shall no longer be able and shall have no further right to access or use the particular Services which have been cancelled or terminated. All licenses granted hereunder shall be term licenses for the term set forth in the relevant Order Form.

  3. GRANT OF RIGHT OF USE
    The Software is licensed and not sold. During a Subscription Period and subject to the due payment by CLIENT and receipt by 3RPCS of all due and payable Subscription Fees, 3RPCS grants CLIENT a revocable, limited, non-transferable, non- exclusive license to access the Services and use the Software pursuant to the terms of these Terms of Service. These Terms of Service cover any updates, new releases or enhancement(s) of the Services and/or Software, which 3RPCS may, in its sole discretion, make available to CLIENT from time to time.

  4. If and to the extent CLIENT contracts independently with third parties (including in particular Subcontractors), the terms of such third party or subcontractor contract shall apply to the relationship between CLIENT and such third party or Subcontractor and 3RPCS shall have no liability in respect thereof. CLIENT shall, however, be responsible for ensuring that all of its Subcontractors comply with these Terms of Service and shall be fully liable to 3RPCS for any breach of these Terms of Service by its Subcontractors.

    3RPCS warrants that it shall provide 24/7 monitoring that will check for availability, performance capacity, and security with an advanced alerting system that proactively notifies network operations center and engineers to handle alerts and errors in real-time. 3RPCS will store the data gathered from monitoring for up to 90 days so that trend analysis, analytical and summary reports can better serve CLIENTS future business needs. Many business-class, enterprise, main-stream hardware devices and software applications can be monitored; however, CLIENT understands and agrees that 3RPCS cannot ensure compatibility for all hardware and software application vendors that CLIENT may utilize within each network environment.

  5. ACCOUNT; SECURITY
    3RPCS respects your privacy and the terms of 3RPCS's Privacy Policy can be found at www.3rpcs.com/privacy.

  6. CLIENT acknowledges and agrees that it is responsible for providing the following: (i) all equipment, such as a computer and modem, necessary to access the Internet; (ii) its own access to the Internet; and (iii) payment of all telephone, internet and other fees associated with such access.

    CLIENT is solely responsible for access to, content in or sharing and use of its Account. 3RPCS shall not be liable for any loss or damage arising from any access to, or sharing and use of CLIENT's Account. In the event that CLIENT believes or suspects there have been any unauthorized access to the Account, CLIENT must notify 3RPCS immediately at 888-545-0123.

  7. SERVICE FEE
    3RPCS will invoice the amount, appropriately itemized, and owed by CLIENT on a monthly basis. CLIENT understands and agrees that initial start-up fees and payment of first months service is due at signing and will be payed in full. CLIENT will pay all amounts owed within 15 days after the invoice date. These payments will not be subject to compensation or deduction, unless required by law. It shall be deemed a breach of these Terms of Service if CLIENT fails to fulfill any payment obligation and fails to cure the breach within 14 days of receipt of written notification from 3RPCS. In any case CLIENT will be charged interest on a monthly basis, at the legal percentage rate, on all outstanding debts starting from the date of failure to pay. Should CLIENT dispute any payment obligation, CLIENT will notify 3RPCS within 7 days after receiving the invoice. Disputed amounts do not hinder the payment of the undisputed amounts.

  8. In the event of any nonpayment of any undisputed amount, 3RPCS reserves the right in addition to all of its other rights and remedies hereunder and at law or in equity to (a) suspend all Support Services in the event the fees are not paid within 20 days of the date of the invoice; (b) suspend all access to the Service in the event the fees are not paid within 20 days of the date of the invoice (c) turn monies owed over to the company Attorney for collections in the event the fees are not paid within 30 days of the date of the invoice.

    CLIENT agrees that 3RPCS reserves the right to invoice the CLIENT for any additional monitored devices at costs per device and due at the time the 3RPCS software is installed on the CLIENT machine or device as outlined in the Agreement exhibit. The initial installation and configuration of the monitoring product and patch management configuration on capable devices is a billable service and will be applied against the CLIENT's hour allotment if a MXPROTIME CONTRACT has been purchased from 3RPCS, otherwise payment will due in full at the time of installation.

    CLIENT agrees ongoing services or ongoing management fees will be billed at the standard hourly rates, and will be due at the time the services are rendered related to the IBS MONITORING service which will be emailed to the CLIENT at the email address on file under the signed Contract Agreement.

    Ongoing management fees related to the IBS MONITORING service are designed to provide the monthly services delivered under this contract, including but not limited to, reviewing and responding to monitoring alerts, preventative maintenance, technical support, and patch management. CLIENT should expect at a minimum that one hour per month will be utilized for normal alert and monitoring activities. All services under IBS Network Monitoring are provided on an hourly basis per man-hour and are due on receipt. CLIENT understands that 3RPCS will charge CLIENT a minimum of 1 hour for service calls per man-hour. Monitoring alerts received after-hours by 3RPCS personnel for those clients agreeing to dispatch and resolve monitoring alerts without CLIENT notification and authorization during after-hours, weekends, and holidays will result in a minimum 4 hour charge at the applicable Emergency/After-Hours rate(s) per man-hour.

  9. SERVICE RESPONSE TIME
    CLIENT understands and agrees that service response times are provided on a best-effort basis. 3RPCS agrees that it will respond to all service requests within 24 hours during applicable service times; however, CLIENT agrees that an immediate problem resolution is not guaranteed. CLIENT understands and agrees that response time guarantee upgrades are available to this contract.

  10. REFUND STATEMENT
    CLIENT understands that the yearly IBS Network Monitoring contracts are non-refundable once monitoring has begun on the specified devices listed on the contract. If notification is made before monitoring has begun, a refund will be made minus any cancellation fees for new clients only who are dissatisfied with the service. Cancellation Fees are listed under the IBS Package 30-Day Limited Money Back Guarantee Statement.

  11. DISCLAIMER OF WARRANTIES
    THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS IS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WARRANTY AND THE REMEDIES HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMIEDIES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND WARRANTIES FOR LATENT OR HIDDEN DEFECTS. 3RPCS DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SERVICES WILL MEET CLIENT's REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. FURTHERMORE, 3RPCS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES PROVIDED IN RESPECT OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IF THIS EXCLUSION IS NOT PERMITTED BY LAW, 3RPCS LIMITS ANY EXPRESS, STATUTORY OR IMPLIED WARRANTIES AS TO DURATION TO THE EXTENT OF THIS LIMITED WARRANTY AND THE REPAIR OR REPLACEMENT REMEDY AS DETERMINED BY 3RPCS IN ITS SOLE DISCRETION.

  12. EFFECT OF TERMINATION
    Without prejudice to any other rights, 3RPCS may suspend or terminate, in part or in whole, without notice, CLIENT's use of the Services and these Terms of Service if CLIENT does not abide by its terms, in which case CLIENT must cease all use of the Services, destroy all copies (including any components) of the Services, or, at 3RPCS's request, return such copies to 3RPCS.

  13. ENTIRE AGREEMENT
    These Terms of Service (as may be amended by time to time as described herein) is the entire Agreement between CLIENT and 3RPCS relating to the Services and Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services and Software. To the extent the terms of any 3RPCS policies or programs conflict with these Terms of Service, these Terms of Service shall prevail and control. In addition, the terms set out in these Terms of Service shall prevail and control over any and all additional or conflicting terms or provisions contained in any document of CLIENT's, whether set out in a purchase order or alternative license, and any and all such additional or conflicting terms shall be void and shall have no effect.

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MXProWeb Internet Security Terms and Conditions

This Agreement is between “PRINCIPAL” and 3 Rivers Computer Solutions LLC, its employees or agents, (hereinafter “3RPCS”), whereby 3RPCS agrees to provide Internet Security related services, including but not limited to MXPROWEB to PRINCIPAL and PRINCIPAL desires to use these services for its own account and/or on account of one or more of PRINCIPAL'S machines.

PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS OF SERVICE (these “TERMS OF SERVICE”). THESE TERMS OF SERVICE ARE A LEGALLY BINDING CONTRACT BETWEEN 3RPCS's CLIENT (HEREINAFTER "CLIENT" OR "YOU") AND 3 RIVERS COMPUTER SOLUTIONS LLC, ITS EMPLOYEES OR AGENTS, (HEREINAFTER "3RPCS"). THESE TERMS OF SERVICE GOVERN ALL USE OF THE MXPROWEB INTERNET SECURITY SERVICES, SOFTWARE AND ANY ASSOCIATED DOCUMENTATION, BOTH ONLINE AND OFFLINE.

3RPCS PROVIDES INTERNET SECURITY AND MONITORING RELATED SERVICES, INCLUDING BUT NOT LIMITED TO MXPROWEB TO CLIENT AND CLIENT DESIRES TO USE THESE SERVICES FOR ITS OWN ACCOUNT AND/OR ON ACCOUNT OF ONE OR MORE OF CLIENT MACHINES.

(1) BY CLICKING A BOX INDICATING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE,
(2) BY EXECUTING OR OTHERWISE ENTERING INTO AN ORDER FORM WITH 3RPCS THAT REFERENCES THESE TERMS OF SERVICE OR (3) BY SIGNING OR OTHERWISE USING THE SOFTWARE OR SERVICES, CLIENT CONSENTS TO ALL OF THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE. IF CLIENT DOES NOT AGREE TO ANY OF THE TERMS OF THESE TERMS OF SERVICE, CLIENT SHALL IMMEDIATELY STOP USING THE SERVICES AND/OR SOFTWARE AND RETURN, DELETE OR DESTROY ANY AND ALL COPIES OF THE SOFTWARE CLIENT MAY HAVE.

3RPCS may modify these Terms of Service from time to time and shall post the most up to date version on this website. It is CLIENT's responsibility to check and stay informed of any changes. CLIENTS continued use of the Services following modification to the Services or these Terms of Service constitutes CLIENT's consent to be bound by the modified Terms of Service.

  1. WEB SECURITY
    Subject to the terms and conditions of these Terms of Service, CLIENT may use the Services solely in accordance with the then-current Product Documentation and any other written communication by 3RPCS to CLIENT. 3RPCS shall make commercially reasonable efforts to provide the Services to CLIENT. These Terms of Service apply to the CLIENT that uses the Services or that installed agents, otherwise uses or permits the installation of the Software or the use of the Services. Throughout the Subscription Period, unless terminated in accordance with the terms herein, 3RPCS grants CLIENT the following rights only if CLIENT complies with all of the terms and conditions of these Terms of Service.

  2. WEB FILTERING
    3RPCS will provide 24x7 Web Filtering at CLIENTS facility by deploying time-based web browsing policies designed specifically for the CLIENTS’ workplace. CLIENT understands that proactive internet access controls can protect the business from legal liability and reduce the risk of a security breach.

  3. BANDWIDTH MONITORING
    3RPCS will provide 24x7 Bandwidth Monitoring and will alert CLIENT when there's excessive bandwidth activity on the network so a solution can be found quickly to optimize bandwidth and maintain productivity.

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MXProtect Network AV Protection Terms and Conditions

This Agreement is between “PRINCIPAL” and 3 Rivers Computer Solutions LLC, its employees or agents, (hereinafter “3RPCS”), whereby 3RPCS agrees to provide antivirus protection and software services at the service address on file, and at the rates depicted on the MXProtect Antivirus Agreement.

PRINCIPAL understands and agrees that the software 3RPCS uses to monitor and manage the antivirus protection software must be routinely updated. The Advanced Monitoring Agent (hereinafter “Agent”)is upgraded on a regular basis to include new features, enhanced functionality for existing features, support for additional vendors along with general improvements to the Agent and we therefore routinely update the Agents to take advantage of these improvements. As part of our Agent software policy we support the current and previous GA (“General Availability”) Agent on a rolling basis. Failure to allow 3RPCS to update an Agent to the latest supported version, will be considered a breach of contract and service to the specified machine or machines will be terminated as of the date of the software update failure, including but not limited to, machines in a powered down state for extended amounts of time, users who fail to cooperate with notifications about software updates, power outages, brownouts, blackouts, or any force majeure events including Internet outages caused by a 3rd party (the Electric Co., Nature, or ISP). All monies paid will be non-refundable. Machines will receive updates automatically between 12am and 4am daily. The standard timeframe between the Agent GA version and the previous version is one to six months.

PRINCIPAL agrees that payments are required in full when the device has been delivered on the scheduled drop off day and time. For contract renewals that do not require an onsite visit to continue service, PRINCIPAL agrees that payments are required in full at least 48 hours before the contract end date as shown on the Agreement at time of signing. Failure to remit payment at least 48 hours before the Agreement end date, will void any signed Agreements either mailed, or signed electronically.

System cleanings will be at 3RPCS's discretion if the monitored software is unable to remove major threats associated with viruses or malware off of the monitored device. 3RPCS agrees to contact PRINCIPAL by phone or email when such a threat needs immediate action up to and including scheduling a pickup of the device so 3RPCS can remove the threat. 3RPCS agrees that there will be no additional charges for work within the scope of this Agreement. PRINCIPAL understands that turnaround times are an estimate only, and are based on problems related to threat removal which may take longer than anticipated. 3RPCS agrees to contact PRINCIPAL if the time will be extended due to unforeseen circumstances.

MXProtect Antivirus Protection services include the following benefits:

  1. 3RPCS Monitored Antivirus Software;
  2. Shuttle Service within City Limits;
  3. Unlimited System Threat Removal;
  4. Remote Workstation Support;
  5. 9am to 6pm Telephone Support;
  6. 3RPCS Ticket System Support;
  7. Help Desk Email Support

All prices exclude any additional billable hours, non-warranty parts, shipping fees or other fees not included. Additional hours will be billed at our standard rates. 3RPCS agrees not to perform any additional work outside the scope of the MXProtect Agreement without verbal acknowledgement by PRINCIPAL that the additional work is acceptable. A price estimate can be created if the PRINCIPAL requests one before any work has begun.

3RPCS will not be responsible for any data loss resulting from any of our services, either directly or indirectly, intentional or as an unintentional consequence of our services. Viruses or spyware may have already damaged or deleted data, and cannot be removed without deletion of certain system files. 3RPCS will inform PRINCIPAL prior to the deletion of data, if possible. Once any data has been deleted from the computer system, the data should be considered completely unrecoverable by any means. It is the responsibility of PRINCIPAL to ensure a current backup of the system has been created prior to any work that is going to be performed by 3RPCS and all important files have been relocated to a safe location other than the device being repaired.

It is the sole responsibility of PRINICPAL to produce any Windows OEM Recovery CD/DVD's to 3RPCS at the time of the scheduled hardware pickup appointment. PRINICPAL agrees that failure to do so will incur additional charges by 3RPCS for creating said media to perform the required work.

PRINCIPAL understands and agrees there is a 15% restocking fee and return shipping charge for returned parts. Some parts are only returnable if they are in unopened condition.

PRINCIPAL understands that the yearly MXProtect contracts are non-refundable once monitoring has begun on the specified devices listed on the contract. If notification is made before monitoring has begun, a refund will be made minus any cancellation fees for new clients only who are dissatisfied with the service. Cancellation Fees are listed under the IBS Package 30-Day Limited Money Back Guarantee Statement.

The MXProtect Agreement is applicable only for the equipment specified and this Agreement cannot transfer ownership.

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MXProMail Content Management Terms and Conditions

This Agreement is between “PRINCIPAL” and 3 Rivers Computer Solutions LLC, its employees or agents, (hereinafter “3RPCS”), whereby 3RPCS agrees to provide corporate email spam filtering and virus protection services for the corporate domain on file for the specified number of mailboxes, and at the rates depicted on the MXProMail Protection Agreement for the duration set by the MXProMail Protection Contract. Additional mailboxes may be added to the MXProMail Agreement with the proper signatures from both the PRINCIPAL and 3RPCS, with the acknowledgement that any new charges will be due in full at the time of the addition.

PRINCIPAL agrees that all payments are required in full before any mailbox spam filtering can begin. Payment will be due once the spam filtering has passed testing by 3RPCS both to and from the site location and PRINCIPAL agrees with the outcome. This includes any additional mailboxes PRINCIPAL has added after signing the amended MXProMail Agreement.

All prices exclude any additional billable hours, non-warranty parts, shipping fees or other fees not included. Additional hours will be billed at our standard rates. 3RPCS agrees not to perform any additional work outside the scope of the MXProMail Agreement without verbal acknowledgement by PRINCIPAL that the additional work is acceptable. A price estimate can be created if the PRINCIPAL requests one before any work has begun.

3RPCS agrees to take reasonable steps to ensure that incoming and outgoing email messages are delivered to the destination server, that spam and viruses are identified as such, and that its message processing shall not cause delays with message deliveries for the specified number of boxes for the domain on file during the contracted duration.

The following are percentages of areas of protection the PRINCIPAL can expect:

  1. Reliability: 100% Uptime for Message Processing and Email Delivery
  2. Spam Detection: 99% Capture Rate of Incoming Junk Email
  3. Virus Defense: 100% Protection Against Viruses
  4. False Positives: Limited to 1 in 100,000 Messages
  5. Latency: 60 Seconds or Less Average Message Processing Time

PRINCIPAL understands and agrees 3RPCS will not be held responsible for any non-performance of the MXProMail services resulting from factors outside of 3RPCS's reasonable control, including but not limited to internet connectivity problems outside of 3RPCS's network; errors with hardware or software used by PRINCIPAL or by third parties; misconfiguration of DNS or Mail Server settings by PRINCIPAL or its agents; or any force majeure events.

PRINCIPAL understands that the yearly MXProMail contracts are non-refundable once monitoring has begun on the specified mailboxes listed on the contract. If notification is made before monitoring has begun, a refund will be made minus any cancellation fees.

The MXProMail Agreement is applicable only for the domain specified and this Agreement cannot transfer ownership.

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Consulting Services Agreement Terms and Conditions

  1. Services
    3 Rivers Computer Solutions LLC, its employees or agents, (hereinafter “THE CONSULTANT”). THE CONSULTANT shall, during the Term (as defined in the Agreement Form) provide to the Undersigned: (hereinafter “THE PRINCIPAL”) computer consulting services described in the Agreement Form (the “SERVICES”), at such times as THE PRINCIPAL may reasonably request.

  2. Compensation
    THE PRINCIPAL shall pay to THE CONSULTANT the Daily Compensation Rate referred to in the Agreement Form for each day of providing Services under this Agreement, whether at THE PRINCIPAL's premises or elsewhere, or a proportionate share thereof for any period less than a day. For the purposes hereof, a day shall have eight (8) working hours. THE PRINCIPAL shall reimburse THE CONSULTANT for all reasonable expenses authorized in advance by THE PRINCIPAL and incurred in connection with this Agreement. THE CONSULTANT shall submit monthly invoices to THE PRINCIPAL for its compensation and related expenses during the preceding month. THE PRINCIPAL shall pay to THE CONSULTANT such invoices within thirty (30) days after receipt of the invoice accompanied by vouchers or receipts evidencing such expenses. THE CONSULTANT shall maintain complete and accurate accounting records, in a form in accordance with sound accounting practices, to substantiate its invoices hereunder. Such records shall include payroll records, job cards, attendance cards and job summaries. THE CONSULTANT shall retain such records for one year from the date of final payment under this Agreement. THE PRINCIPAL shall have access to such records for purposes of credit during normal business hours during the Term and during the period in which THE CONSULTANT is required to maintain such records as herein provided. BUSINESS CLIENT NOTICE: THE PRINCIPAL understands that responsibility for the payment for services provided at the physical business location is due and payable at the time services are rendered unless financial arrangements have been made. THE PRINCIPAL further understands that a one and one-half percent (1.5%) finance charge (18% annually) will be added to any unpaid balance over thirty (30) days per month. In the event of default, THE PRINCIPAL promises to pay such collection costs and reasonable attorney fees as may be required to effect collection of the indebtedness.

  3. Term
    This Agreement shall commence on the Commencement Date referred to in the Agreement Form and shall remain in effect the Term referred to in the Agreement Form, provided that the parties may, in writing, agree to extend the Term. Notwithstanding the foregoing, this Agreement may be terminated at any time at the option of one party, upon the failure of the other party to comply with the covenants, terms and Agreements of this Agreement and upon notice of such failure to such other party. Upon any termination of this Agreement, THE CONSULTANT shall deliver to THE PRINCIPAL all written or descriptive matter which has been developed, maintained or copied by THE CONSULTANT in furtherance of this Agreement, or which may contain Confidential Information (as defined below), including, but not limited to drawings, files, lists, plans, blueprints, papers, documents, tapes or any other such media. THE CONSULTANT shall secure all such written or descriptive matter in locked files at all times to prevent their loss or unauthorized disclosure, and to segregate Confidential Information at all times from the material of others. In the event of loss or destruction of any such written or descriptive matter, THE CONSULTANT shall promptly notify THE PRINCIPAL of the particulars of the same in writing.

  4. Confidential Information
    (a) For the purposes of this Agreement, the term “Confidential Information” means all information disclosed to, or acquired by, THE CONSULTANT, its employees or agents in connection with, and during the term of this Agreement which relates to THE PRINCIPAL's past, present and future research, developments, systems, operations and business activities, including, without limiting the generality of the foregoing:
         (i) all items and documents prepared for, or submitted to, THE PRINCIPAL in connection with this Agreement, and
         (ii) all information specifically designated by THE PRINCIPAL as confidential;
         (iii) but shall not include any information which was known to THE CONSULTANT, its employees or agents prior to the date hereof, or which was publicly           disclosed otherwise than by breach of this Agreement.

    (b) THE CONSULTANT acknowledges that pursuant to the performance of its obligations under this Agreement, it may acquire Confidential Information. THE CONSULTANT covenants and agrees, during the Term and following any termination of this Agreement, to hold and maintain all Confidential Information in trust and confidence for THE PRINCIPAL and not to use Confidential Information other than for the benefit of THE PRINCIPAL. Except as authorized in writing by THE PRINCIPAL, THE CONSULTANT covenants and agrees not to disclose any Confidential Information, by publication or otherwise, to any person other than those persons whose services are contemplated for the purposes of carrying out this Agreement, provided that such persons agree in writing to be bound by, and comply with the provisions of this paragraph. THE CONSULTANT shall obtain similar covenants and Agreements to those contained in this paragraph for the benefit of THE PRINCIPAL from each of its employees or agents who are, or may be, exposed to Confidential Information.

  5. Rights in Data
    (a) All of the items prepared for or submitted to THE PRINCIPAL under this Agreement (the “Items”) shall belong exclusively to THE PRINCIPAL. THE CONSULTANT hereby assigns to THE PRINCIPAL the ownership of copyright in the Items and THE PRINCIPAL shall have the right to obtain and hold, in its own name, copyrights, registrations and similar protection which may be available in the Items. THE CONSULTANT shall give THE PRINCIPAL or its designees all assistance reasonably required to perfect such rights.

    (b) To the extent that any pre-existing materials are contained in the Items, THE CONSULTANT grants to THE PRINCIPAL an irrevocable, non-exclusive, worldwide, royalty-free license to:
         (i) use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative works based upon the Items and
         (ii) authorize others to do any, some or all of the foregoing.

    (c) THE CONSULTANT shall have the right to publish any information resulting from its performance under this Agreement in a manner which preserves THE PRINCIPAL's copyright in the Items, after obtaining THE PRINCIPAL's prior written approval, which approval shall not be unreasonably withheld; provided that any such approval may be conditional upon reasonable alterations or deletions to ensure that Confidential Information is not published. THE CONSULTANT agrees to delay publication of any invention which THE PRINCIPAL has decided to, or is in the process of deciding to, seek patent protection for a period not to exceed six (6) months from the date that such material is disclosed to THE PRINCIPAL for approval.

    (d) No license or right is granted to THE CONSULTANT either expressly or by implication, estoppel or otherwise, to publish, reproduce, prepare derivative works based upon, distribute copies of, publicly display, or perform, any of the Items, except pre-existing materials of THE CONSULTANT, either during the Term or after termination of this Agreement.

  6. Warranties
    THE CONSULTANT represents and warrants as follows:
    (a) That it is under no obligation or restriction, nor will it assume any such obligation or restriction, which would in any way interfere or be inconsistent with, or present a conflict of interest concerning the services to be furnished by it under this Agreement.

    (b) That all items delivered to THE PRINCIPAL pursuant to this Agreement are original and that no portion of such items, or their use or distribution, violates or is protected by any copyright or similar right of any third party.

    (c) That any information disclosed by THE CONSULTANT to THE PRINCIPAL is not confidential and/or proprietary to THE CONSULTANT and/or any third party.

  7. Trade Marks and Trade Names
    Notwithstanding any other provision of this Agreement, THE CONSULTANT shall have no right to use the Trade Marks or Trade Names of THE PRINCIPAL or to refer to this Agreement or the Services, directly or indirectly, in connection with any product, service, promotion or publication without the prior written approval of THE PRINCIPAL.

  8. Notices
    All notices, requests, demands or other communications required by this Agreement or desired to be given or made by either of the parties to the other hereto shall be given or made by personal delivery or by mailing the same in a sealed envelope, postage prepaid, registered mail, return receipt requested, and addressed to the parties at their respective addresses set forth above or to such other address as may, from time to time, be designated by notice given in the manner provided in this paragraph. Any notice or communication mailed as aforesaid shall be deemed to have been given and received on the third business day next following the date of its mailing. Any notice or writing delivered to a party hereto shall be deemed to have it been given and received on the day it is delivered, provided that if such day is not a business day, then the notice or communication shall be deemed to have been given and received on the business day next following such date.

  9. Consultant's Agreement With its Employees
    THE CONSULTANT will have an appropriate Agreement with each of its employees or others whose services it may require, which Agreement shall be sufficient to enable it to comply with all the terms of this Agreement.

  10. Insurance
    THE CONSULTANT shall maintain, throughout the performance of its obligations under this Agreement, adequate general liability insurance providing coverage against liability for bodily injury, death and property damage which may arise out of or based upon any act or omission of THE CONSULTANT or any of its employees, agents or subcontractors under this Agreement. Upon written request, THE CONSULTANT shall promptly provide certificates from its insurers indicating the amount of insurance coverage, the nature of such coverage and the expiration date of each applicable policy.

  11. Applicable Laws
    THE CONSULTANT agrees that it will comply with all applicable laws, ordinances, regulations and codes in the performance of its obligations under this Agreement, including the procurement of permits and certificates where required. THE CONSULTANT further agrees to hold harmless and indemnify THE PRINCIPAL against any loss or damage to include reasonable solicitor's fees that may be sustained by reason of the failure of THE CONSULTANT or its employees, agents or subcontractors to comply with such laws, ordinances, regulations and codes.

  12. Entire Agreement
    This Agreement sets forth the entire Agreement between the parties hereto in connection with the subject matter hereof. No alteration, amendment or qualification of this Agreement shall be valid unless it is in writing and is executed by both of the parties hereto.

  13. Severability
    If any paragraph of this Agreement or any portion thereof is determined to be unenforceable or invalid by the decision of any court by competent jurisdiction, which determination is not appealed or appealable, for any reason whatsoever, such unenforceability or invalidity shall not invalidate the whole Agreement, but the Agreement shall be construed as if it did not contain the particular provision held to be invalid and the rights and obligations of the parties shall be construed and enforced accordingly.

  14. Further Assurances
    The parties hereto covenant and agree that each shall and will, upon reasonable request of the other, make, do, execute or cause to be made, done or executed, all such further and other lawful acts, deeds, things, devices and assurances whatsoever for the better or more perfect and absolute performance of the terms and conditions of the this Agreement.

  15. Successors and Assigns
    THE CONSULTANT shall not assign this Agreement or any interest herein or subcontract the performance of any Services without the prior written consent of THE PRINCIPAL. This Agreement may be assigned by THE PRINCIPAL without THE CONSULTANT's consent and the Assignee shall have the rights and obligations of THE PRINCIPAL. This Agreement shall inure to the benefit of and be binding on the heirs, executors, administrators, successors and permitted assigns of the parties hereto.

  16. Governing Law
    This Agreement shall be governed by and construed in accordance with the laws of the State in which THE PRINCIPAL is located.

  17. Relationship
    THE CONSULTANT shall perform the Services as an independent contractor. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of PRINCIPAL and agent or employer and employee between the parties hereto or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party. THE CONSULTANT also agrees that it will not hold itself out as an affiliate of or partner, joint venturer, co-PRINCIPAL or co-employer with THE PRINCIPAL, by reason of the Agreement and that THE CONSULTANT will not knowingly permit any of its employees, agents or Consultants to hold themselves out as, or claim to be, officers or employees of THE PRINCIPAL by reason of the Agreement. In the event that THE PRINCIPAL is adjudicated to be a partner, joint venturer, co-PRINCIPAL or co-employer of or with THE CONSULTANT, THE CONSULTANT shall indemnify and hold harmless THE PRINCIPAL from and against any and all claims for loss, liability or damages arising therefrom.

  18. Construction
    In this Agreement, except as otherwise expressly provided , all words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be read and construed as agreeing with the required word and pronoun.

  19. Headings
    The division of this Agreement into paragraphs and the use of headings are for convenience of reference only and shall not modify or affect the interpretation or construction of this Agreement or any of its provisions.

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MXProTime Block Hour Agreement Terms and Conditions

This Agreement is between “PRINCIPAL” and 3 Rivers Computer Solutions LLC, its employees or agents, (hereinafter “3RPCS”), whereby 3RPCS agrees to provide discounted hourly services at the service address on file, and at the rates depicted on the MXProTime Agreement.

3RPCS shall, during the term hereof, provide service, including travel time (to a maximum of one half (1/2) hour), and labor at the location indicated on the MXProTime Agreement, as requested by PRINCIPAL, and as necessary to keep the equipment in proper working order.

The service provided by 3RPCS under this Agreement shall include all labor within the discounted block of time. Non-warranty parts, shipping fees or other fees are not included. MXProTime Block Hours can be utilized for the following:

  1. Pre-Sales Consultation & Evaluation;
  2. Supported Printer Troubleshooting;
  3. On-Site or Remote Support;
  4. Network Equipment Relocation;
  5. Workstation System Maintenance;
  6. Computer Troubleshooting;
  7. 9am to 6pm Telephone Support;
  8. Hardware Installations;
  9. Operating System Reinstalls;
  10. Pickup & Delivery within City Limits.

3RPCS shall provide service in accordance with this Agreement between the hours of 9:00 a.m. and 6:00 pm, Monday through Friday(1), excluding holidays(2). 3RPCS shall use its best efforts to respond to calls received before 10:00 a.m. on the same day and to calls received after 10:00 a.m. on the next business day, however, in no event shall the time period for response exceed two (2) business days unless both parties are in Agreement.

  1. For labor provided outside of 3RPCS business hours, it is agreed that contract hours will be deducted at a rate listed in the service rate factor section below. After-hour services are not part of the guaranteed response time of this Agreement, and are optionally available by appointment, mutual Agreement and resource availability.
  2. Schedules of 3RPCS company holidays are available upon request.

In no event shall 3RPCS be liable to PRINCIPAL for any indirect, special or consequential damages or lost profits arising out of or related to this Agreement or the performance or breach thereof, or interruption in the operation of the equipment, notwithstanding the fact that 3RPCS may have been advised of the possibility thereof.

PRINCIPAL shall be responsible for locking up the premises and/or backing up all data and data files and programs and program files prior to any services being rendered by 3RPCS under this Agreement, and in no event shall 3RPCS be liable for loss or damage sustained by PRINCIPAL as a result of the loss of such data or data files or program or program files.

All charges pursuant to this Agreement are payable in advance and are due on the commencement of the Agreement and the renewal thereof.

3RPCS agrees to use its best efforts to provide the services required under this Agreement in a timely fashion. However, 3RPCS will not be deemed in breach of this Agreement should such performance be prevented, hindered or delayed by any cause beyond the reasonable control of 3RPCS.

THE PRINCIPAL agrees that in no event shall liability for breach of this Agreement in any manner whatsoever exceed the actual cost of this maintenance contract.

In no event shall 3RPCS be liable in any matter whatsoever for any damages by way of lost profits, special damages or for any claim or demand against THE PRINCIPAL by any other party as a result of the breach of this Agreement by 3RPCS notwithstanding that 3RPCS has been advised of the possibility of such damages.

THE PRINCIPAL acknowledges that any and all fees paid for issuance of this Agreement shall be non-refundable and shall only be utilized for MXProTime Block Hours as per this Agreement.

THE PRINCIPAL and 3RPCS agree that this Contract cannot be assigned by PRINCIPAL without the prior written consent of 3RPCS. There are no warranties, expressed or implied, including, but not limited to, any warranties or merchantability or fitness for particular purpose.

SERVICE RATE FACTORS
CLIENT agrees that our standard rate in block hour Agreements are for on-going maintenance and support of existing networks and computer systems. When more advanced services are requested the CLIENT agrees that 3RPCS will consume the hours at a higher rate factor to take into consideration the higher rated services. For example, if CLIENT wants design consulting under this block hour Agreement, 3RPCS will use hours at a faster pace to make up for the base hour cost difference (2.2 hours will be consumed for every hour delivered). CLIENT accepts the rate factors noted below:

  • General Technical Support and Systems Maintenance: Rate Factor = 1.8
  • Website Design and Development: Rate Factor = 1.8
  • Application Development and Programming: Rate Factor = 2.0
  • Advanced Infrastructure, SANs, and Virtualization Specializations: Rate Factor = 2.2
  • Network Consulting, Design Consulting, Project Management: Rate Factor = 2.2
  • Server or Workstation Data Recovery Services: Rate Factor = 2.5
  • Emergency/After-Hours for General Technical Support: Rate Factor = 2.8
  • Emergency/After-Hours for Advanced Specializations: Rate Factor = 3.5

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IBS Package 30-Day Limited Money Back Guarantee

3 Rivers Computer Solutions, LLC offers a 30-Day money back guarantee only on the Innovation Business Support Plan Packages listed below. If you decide you're not 100% satisfied within the first 30 days of your purchase of any annual package listed below, simply cancel your service within that time and you'll receive a refund. Less any charges for additional services and processing fees (if applicable), all of which are non-refundable. The 30-Day limited money back guarantee is limited to one purchase per new customer or per new account. Requests can be made by calling our Billing Department at 888.545.0123 Extension 3.



Innovation Business Support Premiere Plan:
($99 processing fee will be charged for the cancellation of each 1-year annual package)

  1. Innovation Business Support Package

Innovation Business Support Monitoring Plans:
($89 processing fee will be charged for the cancellation of each 1-year annual package)

  1. IBS Workstation Monitoring
  2. IBS Workstation PRO
  3. IBS Workstation PREMIUM

MXProtect Virus Protection Plans:
($69 processing fee will be charged for the cancellation of each 1-year annual package)

  1. MXProtect AV Network Protection


Restrictions:
Not valid on Free Trial Offers. Refunds do not apply to any set up fees, billable labor, or design services associated with the above products. Cancel requests are only valid for new clients and within the first 30 days of the date on the signed 3RPCS contract. Refunds will not be applied to accounts that are past-due or for accounts that are cancelled before the conditions for payment of the Refund are met. Refunds will only be made to the name, address, and credit card account on file. No Refund will be issued for accounts that are terminated by 3 Rivers Computer Solutions, LLC in accordance with the Innovation Business Support Plan Agreement. Promotion cannot be combined with any other offers and is not valid for package upgrades.

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Help Desk After Hours Emergency Service

All non-mission critical issues should be sent by email to the 3RPCS ticket system by composing a new message to the following email address: [email protected] with a subject line relevant to the ticket being requested. Fill out the body of the email with the following information: CLIENT Name, User Email Address, CLIENT Phone Number and a Detailed Description of the problem. Tickets are completed on a first-come, first-served basis during normal business hours.

Our Help Desk provides an on-call support service during the hours that our office is not available (Monday–Friday, 9am to 6pm). There are two main areas of support that are provided with the After Hours Emergency Service:

  1. Large scale service interruptions for 3RPCS-monitored services that affect multiple people. For example, widespread problems with Exchange or Active Directory (Mission Critical) that are impacting many people.
  2. Problems that are affecting Mission Critical business. These types of problems may affect only a single individual, but the work that they are doing may be deemed critical by 3 Rivers Computer Solutions and therefore support would be provided.
Note:
This service is designed for wide-scale outages and Mission Critical business. Though all customer issues are important to 3 Rivers Computer Solutions and the Help Desk strives to resolve all of them in a timely manner; only emergency situations as defined above can be addressed by the After Hours Emergency Service. The Help Desk on-call agent will use their best judgment in determining if the issue is an emergency.

Routine Call Handling
Routine calls that come into the After Hours Help Desk will be handled during regular office hours the next business day. Some examples of routine calls are:

  1. A single individual who is unable to access a 3RPCS-monitored service, but the service is available to all other network users.
  2. A single individual who is having problems with his or her computer that does not involve Mission Critical related business.
  3. A mailbox password reset that does not involve Mission Critical related business.

After Hours Emergency Service Process
The following describes the process for how the After Hours Emergency Service works:

  1. A network user calls the 888.545.0123 number after regular business hours (Monday–Friday, 9am to 6pm) and selects the appropriate option.
  2. The network user receives a recorded message with instructions to leave a voicemail message, including their name, email address, phone number and a detailed description of their problem, and the on-call agent will be paged and will return their message promptly.
  3. Once the network user has left a message, the Help Desk on-call agent will be notified and they will listen to the message. If the issue is determined to be an emergency, the Help Desk agent will contact the network user to begin working on a resolution. If the issue is determined not to be an emergency, the network user will be contacted by email the next business day, and the request will be put into our ticket system and referred to the Help Desk during regular office hours the following business day.
Note:
This service is billed portal-to-portal at the current Emergency After-Hour rates per man-hour, with a Two (2) Hour minimum if an agent is called out on a service call to CLIENTS location, or connects remotely to the CLIENT site.



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