Starnet Ongoing Services (SOS)â„¢ - Starnet Data Design, Inc

PARTIES ---Starnet Ongoing Services (SOS)2013 AGREEMENT – TERMS & CONDITIONSSOS Provider: STARNET DATA DESIGN, Inc. (Starnet Data)SOS Subscriber: _____________________________2013 Starting Account Balance $________AGREEMENT INTENT:A. To provide a format under which Starnet Data delivers Technical Networking Services to customers.B. To foster a mutually beneficial, relationship between Starnet Data & SOS SubscribersC. To provide a process whereby technical services can be delivered to SOS subscribers quickly andefficiently without being slowed by other business processes.D. To enable Starnet Data to offer priority response, lower services rates and lower travel related costs tocustomers willing to prepay for services.AGREEMENT PROVISIONS:1. PREPAYMENT FOR SOS SERVICESSOS Customer agrees to prepay Starnet for services. Amount of prepayment is flexible and can be decided based onexpected usage by customer of Starnet engineering services. Starnet will advise when balance on account drops below $250to determine next prepayment date.2. SOS RATE SCHEDULE:Prepaid engineering services will be accrued against the subscriber’s account at the following rates.On-Site Technical Support Rate Schedule –Level A - $150.00/hr. – ‘Basic Services’ - Desktop, Server, simple LAN/WAN infrastructure, Basic LAN/IP telephonyLevel B - $175.00/hr. – ‘Advanced Services - Security, Bandwidth Management, Application PerformanceAssessments, WiFi Networking, Advanced Layer 2,3 Networking,Asterisk support/programming, Advanced LAN/WAN services.• Rates are based on “Regular” business hours of Monday through Friday, 8:00am – 5:00pm.• Rates include support for any Starnet Data supported product• After hours/evening support rates are subject to a 25% premium uplift.• Weekend support rates are subject to a 50% premium uplift.• 2-hour minimum accrual for on-site work.• Travel expense maybe accrued to each on-site visit.* Within a 25-mile radius from Starnet Data Offices no travel charge.* Within 26-50-mile radius from Starnet Data Offices a $50.00 travel charge will apply.* For locations outside of 50-mile radius from Starnet Data Offices travel charge will be $75.00 per hour.• Non Contracted Customers will be charged at a Time and Materials (T&M) rate as follows: Level A Rate -$165.00/hr / Level B Rate - $190.00/hr. In addition, a 2-hour minimum will be applied with travel charges ifapplicable.CALIFORNIA: 2659 Townsgate Rd., Ste. 227, Westlake Village, CA 91361 ARIZONA: 11022 N 28th Dr., Suite 205, Phoenix, AZ 85029Toll Free: 1.800.779-0587 / 1.866.477-4450www.starnetdata.com

Telephone/On-Line Technical Support Rate Schedule –Level C - $100.00/hr. - ‘Basic Services’ - Accrued in 15-minute incrementsLevel D - $150.00/hr. - ‘Advanced Services’ - Accrued in 15-minute increments• Telephone technical support is offered and accrued in 15-minute increments during the hours of 8:00AM to 5:00PM,Monday through Friday. Telephone support delivered after hours or on weekends would be subject to a premiumuplift of 50%.• Unsubscribed Telephone/On-Line Technical Support Rate - $120/hr or $165/hr (Billed in 15-min. increments)3. PRIORITY RESPONSE:SOS Customers be given priority access to our engineering services over unsubscribed customers. In all cases Starnet Datawill make a “best effort” attempt to respond to any customer request for assistance.4. GUARANTEED RESPONSE TIME (SLA OPTION):For SOS customers that require Response Time guarantees Starnet offers 2 SLA options that would be added to theiragreement as an addendum.Guaranteed Response Business Hours – 2 Hours Telephone/4 Hours OnsiteGuaranteed Response 24 x 7 – After Hours 4 Hours Telephone/6 hours OnsiteIf you are interested in guaranteed Response Time options, please discuss with your Starnet Data Business Developmentrepresentative.5. KNOWLEDGE TRANSFER:SOS customers are encouraged to participate in Starnet Data services. Starnet Data engineers will make every attempt toprovide knowledge transfer to client personnel with consideration of time on-site for such purposes.6. NON-SOLICITATION:During the time that Starnet Data provides services to SOS Subscriber and for a period of twelve (12) months after thelast day that Starnet Data provides services to SOS Subscriber hereunder (the "Restricted Period"), neither party shall,without the prior written consent of the President of the other party, (a) induce, entice or solicit employees of the otherparty to leave their employment, or (b) interfere with, disrupt or attempt to disrupt the relationship, contractual orotherwise, between the other party and any person or entity who is a consultant, freelancer, independent contractor oremployee of the other party. The parties agree that in the event of a breach of this covenant, or in the event a party hiresan employee of the other party during the Restricted Period, the resulting actual damages to the non-breaching party wouldbe costly, extremely difficult and inconvenient for the parties to determine. Each party also acknowledges that the otherparty has expended a large amount of effort, resources and training in connection with developing the skills of its employeesand contractors and that replacing such individuals is difficult and expensive. Therefore, the parties agree that in addition tothe non-breaching party's right to any available equitable remedy, the breaching party shall pay to the non-breaching partyliquidated damages in the amount of 150% of the annualized compensation that the non-breaching party paid to theemployee or contractor. The parties agree that the amounts stated herein as liquidated damages are fair and reasonableunder the circumstances existing as of the date of this Agreement.7. TECHNOLOGY COVERAGE:Starnet SOS services can be utilized for any technologies in the customers network where we can offer a degree ofproficiency and experience. Support is not limited to technologies purchased from Starnet.CALIFORNIA: 2659 Townsgate Rd., Ste. 227, Westlake Village, CA 91361 ARIZONA: 11022 N 28th Dr., Suite 205, Phoenix, AZ 85029Toll Free: 1.800.779-0587 / 1.866.477-4450www.starnetdata.com

8. LIMITED LIABILITIES:SOS customers to be responsible for the integrity of all their data such that Starnet Data will be held harmless in theevent of any data loss. Starnet Data is also to be held harmless for any hardware failure unless the failure of suchhardware can be directly attributed to the action of a Starnet Data engineer. Under such circumstance, Starnet Data willrepair or replace said hardware.Starnet Data will, in no event, be liable for lost profits, lost savings or other consequential damages as the result ofservices rendered. Starnet Data disclaims all warranties, express or implied, including, but not limited to, the impliedwarranties of merchantability and fitness for a particular purpose.Monies received against this agreement are for technical services only and may not be used toward any other purchases.This includes any hardware, software, license, maintenance, any other data communication equipment or contracts.9. MONTHLY ACTIVITY STATEMENT:Starnet will send to SOS Subscriber the first of each month, a Statement detailing all SOS activities. The detail will includedate of service, Starnet engineer, tasks accomplished and time accrued. The Statement will also include the account’scurrent balance.AGREED-SOS Subscriber:CUSTOMERSOS Provider:STARNET DATA DESIGN, Inc.______________________________________Authorized Individual_______________________________Authorized Individual______________________________________Date_______________________________DateCALIFORNIA: 2659 Townsgate Rd., Ste. 227, Westlake Village, CA 91361 ARIZONA: 11022 N 28th Dr., Suite 205, Phoenix, AZ 85029Toll Free: 1.800.779-0587 / 1.866.477-4450www.starnetdata.com