HomeMy WebLinkAbout2024-09-23 - Agendas - FinalFayetteville Advertising and
Promotion Commission
September 23, 2024
Location: Fayetteville Town Center, 15 W. Mountain Street
Commissioners:
Staff:
Chrissy Sanderson, Chair, Tourism & Hospitality Representative
Katherine Kinney, Tourism & Hospitality Representative
Todd Martin, Tourism & Hospitality Representative
Elvis Moya, Tourism & Hospitality Representative
Andrew Prysby, Commissioner at-large
Sarah Bunch, City Council Representative
Mike Wiederkehr, City Council Representative
Molly Rawn, CEO
I. Call to order at 2:00 p.m.
II. Old Business
Agenda
A. Review and approval of August minutes.
III. New Business
A. CEO Report. Molly Rawn. An executive overview of the previous month.
B. Financial Report. Jennifer Walker, Vice President of Finance.
C. Marketing Report – Outright Quarterly Report. Sarah King, Vice President of
Marketing and Communications and Anne Davis, Outright
D. Vote. Contract renewal with TekTrendz. Staff recommends authorizing
CEO Molly Rawn to sign a three-year agreement with TekTrendz for IT
services for a total of $135,944.28. Memo and agreement attached.
E. Additions to the agenda may be added upon request from a majority of the
commissioners.
IV. Adjourn
Fayetteville Advertising and Promotion Commission
Minutes August 26, 2024
Fayetteville Town Center
Commissioners
Present:
Commissioners
Absent:
Staff:
Chrissy Sanderson, Chair, Tourism & Hospitality Representative
Elvis Moya, Tourism & Hospitality Representative (virtual)
Mike Wiederkehr, City Council Representative
Sarah Bunch, City Council Representative
Todd Martin, Tourism & Hospitality Representative (virtual)
Katherine Kinney, Tourism & Hospitality Representative
Andrew Prysby, Commissioner at-large
Molly Rawn, CEO; Jennifer Walker, VP of Finance,
I. Chair Sanderson called the meeting to order at 2:00 pm and declared a quorum.
II. Old Business
A. Chair Sanderson presented the July minutes for approval. Commissioner
Wiederkehr made a motion to approve them with Commissioner Bunch
seconding that. The minutes were approved unanimously.
III. New Business
A. CEO Report
CEO Rawn began by recommending that VP of Marketing and Communications Sarah
King serve as the A&P’s appointed board member to TheatreSquared. Chair Sanderson
called for a motion for Sarah King to serve as the appointed member. Commissioner
Bunch asked if we needed an alternate in case King couldn’t attend a meeting. Rawn
recommended that the position would follow the attendance policy of TheatreSquared.
Commissioner Kinney made a motion that King would serve as our appointed board
member and Commissioner Wiederkehr seconded the motion which passed with
unanimous approval.
Rawn continued with an update on our Master Tourism Plan work. Commissioner Moya
is the commission’s representative working on our Master Tourism plan. Moya will join
the staff team for in person work with Coraggio team the next two days as we work on
next steps. Rawn also informed the commission that we have received some of the
survey results from the Master Plan and that she will distribute the Place Balance report
to the commission later this week and she presented a handout of our staff survey
results which Coraggio compiled. The results really speaks to our organizational
strengths with Rawn calling out some of the high points. She also acknowledges that
there are areas we can improve on. The level of satisfaction that team members have
with their job makes her proud and she is also excited to be able to work on items we
can improve on.
She then shared that the sales team secured the Ragnar trail running event. It also
submitted a large RFP for a Congress for the New Urbanism conference next Spring. It
is a regional effort for this conference as it’s a 1,500-attendee event.
The town center successfully hosted 13 events since we last met. We also have
$220,000 in unearned revenue from future town center bookings.
Sarah King and Ashley Cane have a two-day trip to Colorado this week, joined by
Brannon Pack with Ozark Foundation to meet with numerous Colorado media and
journalists to talk about NWA cycling and other attractions. We thank Outright for
arranging this. In social media, we are featuring Fayettefriends who are highlighting 5
things to do in Fayetteville. If you know of someone who would like to be featured in
Instagram reels, Rawn asked that the commission let her or Sarah King know.
The Solar panel project has been almost complete at the town center with the last piece
being to install the electric vehicle chargers. Thanks to the city team for helping us with
this project.
We are working with an architect to handle some of the exterior updates needed at the
town center, specifically some of the finishes that are worn.
Rawn listed upcoming events asking that everyone make note that Lights of the Ozarks
is now two distinct nights with the lighting night Friday, November 22nd and the parade
on Thursday, December 5th.
She then updated commissioners on their schedule for the rest of the year, with no
November meeting but we will do a December 9th meeting where we discuss and vote on
the budget.
Lastly, Rawn brought up the formation of an HMR task force to clarify some of the
ambiguity around HMR tax details. Rawn gave some examples of the ambiguity
including a soft drink and when a HMR partner adds in HMR tax and when it does not.
She also brought up the example of third-party delivery when the restaurant is in a
different city than the person ordering the food.
She would like this task force to put together a policy document that will help restaurants
by answering FAQs. This task force will bring back a policy document to the commission
to review. Rawn named the following individuals to the task force:
Jennifer Walker, VP of Finance, Experience Fayetteville
Tyler Wilson, Executive Director, Fayetteville Town Center
Chrissy Sanderson, Owner of Mockingbird Kitchen and chair of the A&P Commission
Suzanne Billings, owner of Noble Graze
*Devin Howland
*Vince Chadick
State Representative Denise Garner
*or another representative from their respective offices
Rawn stated that the purpose of this would be to help simplify the HMR process for those
who are collecting and reporting the tax. Commissioner Martin said that he would be in
favor of not acting on forming this task force until September as there are some
additional issues around HMR other than the policies, such as the electronic payment
methods. Commissioner Wiederkehr suggested that we could assemble the task force
and Commissioner Martin would be able to convey additional concerns to the task force.
Commissioner Kinney Katherine made a motion to move forward with the formation of
the HMR Task Force and Commissioner Bunch seconded it. The motion passed 5-2
with Commissioners Moya and Martin voting no.
B. Financial Report
VP Walker stated that the July financials were in the agenda packets. The targeted
percentage for revenue and expenses is 58% and we are at 57% for revenue and 52%
for expenses.
HMR tax collections YTD are $2,922,497 and July collections are only 0.6% under the
seasonally adjusted budget. Collections are recovering as expected.
The Fayetteville Town Center shows 1% below budget but if you factor in unearned
revenue, they are on budget. CEO Rawn outlined the increase in HMR.
With no questions for VP Walker, the agenda moved on.
C. Vote. Construction contract with Ellingson Contracting for Experience Fayetteville
Renovation.
The commission entered into an agreement with Flintlock, and architectural firm, and one
of the numerous updates we will gain from this will be a public restroom which will benefit
many.
Rawn also listed other benefits such as appropriate sized offices, a large work space for
collaboration and staff working and a break room, which does not currently exist. The
original budgeted item was $432,000 and this came in higher at $541,000 after value
engineering. Staff is recommending we omit the budgeted $100,000 contribution to
capital reserves and expend those funds on this project.
It was stated and agreed that while the public bathrooms we propose could be open 24/7,
we are not ready operationally for that but certainly having public restrooms for events like
First Thursdays and other downtown events will be helpful.
Architect Alli Quinlin spoke about the project and highlighted some of the features and
said she would be able to answer any questions.
Rawn stated that the project scope should be approximately 120 days and David
Ellingson stated he thought that would be appropriate for the task.
Rawn stated that we were prepared to work remotely with the town center allowing us to
use the Pennington Room for a remote landing space for the staff. Commissioner Martin
asked if we could clarify if the Visitors Center would be open during construction. Rawn
stated that we would certainly look at options to serve our visitors and community with
utilizing Vanny or other spaces.
Chair Moya asked if we could consider delaying this project until after the holiday season.
David Ellingson stated that subcontractor quotes are valid for a certain amount of time,
and he estimated that price increases could certainly occur which we would want to factor
in.
Commissioner Moya stated that seeing the forward-facing activations that would be
occurring while the renovations were occurring would be helpful during this time and other
commissioners agreed. With no other questions or comments, Chair Sanderson
requested a motion from the commission to approve the contract with Ellingson
Contracting. Commissioner Kinney made the motion with Commissioner Martin
seconding it and it was unanimously approved via roll call vote. Rawn said she would
send the commission more details on staging Vanny during the office closure.
D. Vote. Contract renewal with the City of Fayetteville for Collection of HMR Taxes.
The contract with the city on the collection of HRM taxes has expired and needs to be
renewed. This contract allows for the city to collect the tax and the 2024 budgetary
impact is $100,000. Commissioner Martin expressed concerns with the new electronic
payment system and that he is not comfortable signing a five-year contract.
He would be more comfortable signing something that is for a limited time frame but
would prefer to be able to holistically address the issues around the procedural changes
we would like the contract to address. CEO Rawn said that would be acceptable and
Commissioner Moya suggested we could solicit feedback from HMR partners to address
their collection concerns. CEO Rawn said that was a good idea for the task force.
We carried this agenda item over to the next meeting.
With nothing else, the meeting was adjourned at 3:23 pm
Minutes submitted by Amy Stockton, Director of Operations, Experience Fayetteville
Executive Updates for August
• Fayetteville Town Center has hired Robbie Courtway for the full-time position, Event
Services Coordinator II. With this hire, we have filled our vacancies at the town center.
• Office Renovation. The temporary relocation of the Experience Fayetteville offices is
complete and construction has begun!
o The construction team put up a wall protecting the visitors center from the
construction zone. This enables the visitors center to be open during
construction.
o The Chamber of Commerce has offered Sally temporary office space, at no cost.
Other staff members are working from home or from shared space at the Town
Center. We have a weekly in person check-in, and connect daily via TEAMS.
o We donated a substantial amount of surplus items to charitable organizations like
Habitat for Humanity. This effort not only reduced waste but also allowed us to
consolidate our storage needs into a single unit.
• Destination Master Plan is well underway! Thank you to all who have participated thus
far. We are on track for Coraggio Group to present to the Commission in December.
• Contract with the City of Fayetteville for HMR Collections. I collected feedback from
commissioners regarding the collections contract with the City of Fayetteville. Concerns
regarding the city’s collection software and process are valid. We are currently
discussing ways to make the payment process simpler for the user, particularly with the
online interface.
o I will be bringing the contract to the Commission in October, and recommend it
be approved.
• The HMR task force will hold their first meeting next week to further define collection
policies, including establishing a definition of prepared food.
Tourism Activity
• Visitors Center welcomed 1,056 visitors in August 2024
o 2% decrease from August 2023 (1,079)
o Visitors from England, France, Chile, China, Malaysia, Peru, Belarus, Australia,
Mexico, and Germany
o Nine Fayetteville Ale Trail Passports completed in August
• Dell attended the Connect Marketplace Tradeshow with 3,000 attendees and confirmed
35 appointments resulting in three (3) 2025 RFP’s being sent directly to us.
o One is slated for a potential site visit before the end of the year with the
University of Arkansas.
Marketing
• Earned Media placements. As a result of our work, we were recently featured in The
New York Times and also in Southern Living.
• NEW PUBLICATION: With input from the new Fayetteville Gallery Coalition, Ashley has
created a single-panel guide to Fayetteville Art Galleries.
o This will be available in our visitor center, Arkansas Welcome Centers and the
eight featured galleries.
• Working with Jamie Ferguson to produce new Fayetteville City Map. Providing design
direction and edits.
• Each of the DMOs of SEC college towns launched a SEC Shorts video to welcome
Austin and Norman into the SEC
• We’re planning a special promotion in October, the Fayetteville Ale Trail HOPtober
Challenge.
o The first 50 people who visit all 8 Fayetteville breweries in October will earn an
exclusive, limited-edition shirt. Vanny the mobile visitor center will pop up at each
of the breweries throughout the month.
Fayetteville Town Center
• We have hired an architect for a small scope of work to suggest improvements to the
building’s façade.
• Since our last meeting, the Fayetteville Town Center has successfully hosted sixteen
events. Most notable the Touge Con Japanese car show that has grown exponentially
over the last two years.
Facilities
• We’ve advanced to the second phase of the balcony restoration project at Walker Stone
House. Currently, we are collaborating with the Folk School team to coordinate painting
and sealing, which will bring this significant project to completion.
• Van Maintenance: During routine maintenance on our van, we uncovered several burnt
circuit boards. These have been promptly replaced, and we’ve simplified the control
systems to avoid similar issues in the future.
Downtown Initiatives
• DFC launched its Façade Grant program open to small businesses within downtown
Fayetteville.
• Planning for the fall/winter event season is in full swing with the last First Thursday of
2024, Falltoberfest, Phantasma, and the Lights of the Ozarks season.
Upcoming events
• Second Annual Falltoberfest Sunday, September 29, 12 – 6:00 p.m.
• First Thursday Technicolor October 3, 5:30 – 9:00
• First SEC Home Game v Tennessee, Saturday, October 5 Afternoon
• Homecoming v LSU, Saturday, October 19 Evening
• Trick Or Treat in the Ramble, Tuesday, October 31 at 6:00
• Lights of the Ozarks Lighting Night, Friday, November 22 at 6:00
• Parade Thursday, December 5 at 6:30
Future Meetings
• October: Fayetteville Town Center, Façade Improvement project, Contract with the City
of Fayetteville for HMR tax Collection
• November: No Meeting, proposed budget distributed November 25th
• December: Meeting December 9th, budget vote, potential Coraggio presentation
$382,586
Monthly A&P Tax Collections 2024**
0.24%
-1.99%
-3.15%
% change
from 2023
Previous YTD (Aug) HMR A&P Tax Collection Totals
2020
$1,928,236
2021
$2,498,513
2022
$2,940,050
2023
$3,255,882
2024
$3,317,425
$34,617
Prior Dues Collected
$394,928
Total HMR Collected
August Collection
(July Activity)
$47,744
Lodging
$312,567
Restaurant
+
-20.10%29.58%17.67%10.74%1.89%
% change over previous year
** This represents one half of the total HMR collections. The other half supports the Parks and Recreation department.
$349,739
$401,088
$416,573 -4.31%
-6.09%
0.89%
2.09%
1.89%
$410,352
$444,020
$419,784
$394,928
Memo
To: Molly Rawn, CEO, Experience Fayetteville
Fayetteville Advertising & Promotion Commissioners
From: Jennifer Walker, VP Finance, Experience Fayetteville
Date: September 10, 2024
Re: Financial Statements – August 2024
This packet contains Experience Fayetteville Financial Statements for the month ended
August 31, 2024. The following reports are included in the packet:
Summary P&L Financials for month ended August 31, 2024
Balance Sheet for month ended August 31, 2024
Target Budget August – 67%
Revenue target 67% of budget or higher by the end of August 2024.
Expenditures target 67% or lower at August 2024.
Total Revenue YTD: $3,877,608 or 64%; We are 3% below target.
Tax Receipts - $3,317,425 (1% below budget ytd)
Town Center - $404,414 (5% below budget ytd)
Other - $155,769
Total Operating Expenditure YTD: $3,703,894 or 61%; this is 6% under budget.
EF Main - $3,027,192
Town Center - $676,702
HMR tax – YTD August Collections (July activity) are 1.3% below the seasonally
adjusted budget.
Operating Net Income is $173,714 year to date.
Modified Accrual Fayetteville A and P Commission
Statement of Budget, Revenue and Expense
Year-to-Date @ August 31, 2024
Actual Budget Over/(Under)
Budget % of Budget
Revenue
Hotel, Motel, Restaurant Taxes Revenue 3,317,425 5,031,000 (1,713,575) 65.9%
Rental Revenue 372,329 605,255 (232,926) 61.5%
Event Revenue 24,215 60,000 (35,785) 40.4%
Visitor Center Store Revenue 27,822 46,500 (18,678) 59.8%
Parking Revenue 27,359 35,000 (7,641) 78.2%
Advertising Revenue 2,775 4,000 (1,225) 69.4%
Grant/Other Revenue 62,500 210,000 (147,500) 29.8%
Interest and Investment Revenue 43,182 55,100 (11,918) 78.4%
Total Revenue 3,877,608 6,046,855 (2,169,247) 64.1%
Expenses
Operating Expenses
Rental Expenses 46,591 214,500 (167,909) 21.7%
Event Expenses 44,700 130,100 (85,400) 34.4%
Visitor Center & Museum Store 17,092 53,619 (36,527) 31.9%
Personnel 1,271,745 2,060,934 (789,189) 61.7%
Sales & Marketing 983,688 1,440,267 (456,579) 68.3%
Office and Administrative 511,904 845,812 (333,908) 60.5%
Bond Payments 465,200 700,000 (234,800) 66.5%
Contribution to Capital Reserves - 100,000 (100,000) 0.0%
Other Tourism Support - Community, Art Court, DFC 162,975 311,500 (148,525) 52.3%
TheatreSquared Contribution 200,000 200,000 - 100.0%
Total Operating Expenses 3,703,894 6,056,732 (2,352,838) 61.2%
Net Operating Income/(Loss) 173,714 (9,877) 183,591 -1758.8%
Other Income
Unrealized Gain/(Loss) on Investments (23,299) 0.0%
Other Expenses
FFE & Improvements 302,631 971,000 (668,369) 31.2%
Depreciation Expense 148,223 0.0%
Cost of Goods Sold (1,780) 0.0%
Net Income/(Loss) (without CX Grants)(298,659) (980,877) 705,517 30.4%
CONSOLIDATED
Year-to-Date
Modified Accrual Fayetteville A and P Commission
Statement of Budget, Revenue and Expense
Year-to-Date @ August 31, 2024
Actual Budget Over/(Under)
Budget % of Budget
Revenue
Hotel, Motel, Restaurant Taxes Revenue 3,317,425 5,031,000 (1,713,575) 65.9%
Rental and Event Revenue 19,570 46,350 (26,780) 42.2%
Visitor Center Store Revenue 27,822 46,500 (18,678) 59.8%
Advertising Revenue 2,775 4,000 (1,225) 69.4%
Grant & Other Revenue 62,500 210,000 (147,500) 29.8%
Interest and Investment Revenue 43,102 55,000 (11,898) 78.4%
Total Revenue 3,473,194 5,392,850 (1,919,656) 64.4%
Expenses
Operating Expenses
Event Expenses 34,181 97,100 (62,919) 35.2%
Visitor Center & Museum Store 17,092 53,619 (36,527) 31.9%
Personnel 854,251 1,397,503 (543,252) 61.1%
Sales & Marketing 981,800 1,410,917 (429,117) 69.6%
Office and Administrative 311,693 470,507 (158,814) 66.2%
Bond Payments 465,200 700,000 (234,800) 66.5%
Contribution to Capital Reserve - 100,000 (100,000) 0.0%
Other Tourism Support - Community, Art Court, DFC 162,975 311,500 (148,525) 52.3%
TheatreSquared Contribution 200,000 200,000 - 0.0%
Total Operating Expenses 3,027,192 4,741,146 (1,713,954) 63.8%
Net Income/(Loss) Before Other Revenue and Expenses 446,002 651,704 (205,702) 68.4%
Other Income
Unrealized Gain/(Loss) on Investments (23,299) - (23,299) 0.0%
Other Expenses
FFE & Improvements 38,482 511,000 (472,518) 7.5%
Depreciation Expense 68,755
Cost of Goods Sold (1,780)
Net Income/(Loss) 317,247 140,704 199,841 225.5%
Experience Fayetteville
Year-to-Date
Modified Accrual Fayetteville A and P Commission
Statement of Budget, Revenue and Expense
Year-to-Date @ August 31, 2024
Actual Budget Over/(Under)
Budget % of Budget
Revenue
Rental Revenue 372,329 605,255 (232,926) 61.5%
Event Revenue 4,645 13,650 (9,005) 34.0%
Parking Revenue 27,359 35,000 (7,641) 78.2%
Interest and Investment Revenue 80 100 (20) 79.9%
Total Revenue 404,414 654,005 (249,591) 61.8%
Expenses
Operating Expenses
Rental Expenses 46,591 214,500 (167,909) 21.7%
Event Expenses 10,519 33,000 (22,481) 31.9%
Personnel 417,493 663,431 (245,938) 62.9%
Sales & Marketing 1,887 29,350 (27,463) 6.4%
Office and Administrative 200,210 375,305 (175,095) 53.3%
Total Operating Expenses 676,702 1,315,586 (638,884) 51.4%
Net Income/(Loss) Before Other Revenue and Expenses (272,288) (661,581) 389,293 41.2%
Other Expenses
FFE & Improvements 264,150 460,000 (195,850) 42.6%
Depreciation Expense 79,468 0.0%
Net Income/(Loss) (615,906) (1,121,581) 505,675 54.9%
Town Center
Year-to-Date
ASSETS
Current Assets
Cash 3,601,127
Investments 1,224,812
Accounts Receivable 585,465
Prepaid Expenses 31,850
Deposits 40,838
Inventory Asset 25,952
Total Current Assets 5,510,043
Other Assets
Capital Assets
Furniture & Fixtures 169,248
Equipment 756,009
EF/CVB Building 940,410
EF/CVB Land 198,621
Building Additions 1,451,322
Walker-Stone House 1,174,064
Vehicles 122,860
Construction in Progress 19,205
Accumulated Depreciation (1,839,157)
Total Other Assets 2,992,583
TOTAL ASSETS 8,502,626
LIABILITIES AND EQUITY
Current Liabilities
Accounts Payable 58,095
Unearned Revenue 303,377
Total Liabilities 361,472
Equity
Unreserved Fund Balance 7,058,825
Operating Reserve 1,000,000
Capital Reserve 312,000
Temporarily Restricted Funds 45,558
Net Revenue
Gain/(Loss) on Investments (23,299)
Net Revenue (251,930) (275,229)
Total Equity 8,141,154
TOTAL LIABILITIES AND EQUITY 8,502,626
Fayetteville A&P Commission
Balance Sheet
As of August 31, 2024
TOURISM MARKETING
CAMPAIGN UPDATES
A&P Commission Meeting: September 23, 2024
Total campaign impressions through August is 18.6 million, 5
million higher than projected total
Trending Data From Campaign Period (April-August)
●Average length of stay has increased by 22% compared to
2023 (from 1 night average to 1.2 nights average)
○Overall share of overnight stays increased from
47% of trips to Fayeeville, to 51% of trips
●Chicago in particular saw 2X trip volume increase
compared to 2023 (2.91K vs. 5.76K)
●Organic traic to ExperienceFayeeville.com YoY has
increased by 45% during the campaign period, particularly
in key target markets:
○Chicago: +150%
○Dallas: +138%
○Denver: +10%
●
PERFORMANCE
CALL-OUTS
2
➔Added in retargeting, reaching users who visited the EF website or saw an ad to
encourage recall and travel
➔Planning an email newsleer campaign with Axios Chicago and Axios Denver
running in late September - October
◆3 newsleer sponsorships per city
◆1-week homepage takeover on Axios Local for both cities (added value)
➔Refreshed display ads for fall travel
3
Updates & Exciting Things Ahead
Advertising
4
Refreshed Ads
Advertising
In the past most media coverage opportunities have been reactive, but this year we have been very
intentional about outreach to support our paid media strategy
➔Hosted a media event in Denver on September 4 with Colorado journalists to encourage more
coverage of Fayeeville
◆Hosts: Sarah King and Ashley Cane from Experience Fayeeville, Stephanie Levinson from
Outright, and Brannon Pack from The Ozark Foundation
◆Media Turnout: Great conversations with 10 journalists who write for publications including
CNN Underscored, Backpacker Magazine, Outside, Men’s Journal, 5280 Magazine, Real Food
Traveler, Family Traveler, Bicycling Magazine
➔Seeded advance interest for the Bikepacking Guide to publish in October
5
Updates & Exciting Things Ahead
Earned Media
6
Earned Media Coverage
Memo
To: Molly Rawn, CEO and
Fayetteville Advertising and Promotion Commissioners
From: Amy Stockton, Director of Operations, Experience Fayetteville
Date: September 16, 2024
Re: Renewal of Managed IT Service Provider Contract
Background:
We began a two year contract with TekTrendz as our Managed IT Service Provider in
November 2022. We propose to renew this service with a three year contract with them,
beginning November 1, 2024 and running through October 2027.
They support all three of our locations: Experience Fayetteville, the Fayetteville Town
Center and Fayetteville Town Center Offices.
We have been pleased with their performance and response time and their involvement
with needed projects.
Budget Impact:
The monthly budget impact is $3,776.23 with a nominal increase for additional users. The
36 month contract is $135,944.28 with a yearly impact of $45,314.76 which is less than our
current budget line item due to renewing for 3 years as opposed to 2 years.
Recommendation:
We recommend the commission authorize the CEO to approve the 3 year contract with
TekTrendz for $135,944.28 to serve as our Managed IT Service Provider.
We have prepared a quote for you
3-Year Managed Services Renewal 11/1/2024
Quote # 000652
Version 1
Prepared for:
Experience Fayetteville
Amy Stockton
astockton@experiencefayetteville.com
307 SW 18th Street
Ste. 13
Bentonville, Arkansas 72712
www.tektrendz.com
479-6968268
Introduction
TekTrendz LLC is a Technology Service Provider located in NorthWest Arkansas and practicing since 2006. We support clients
with environments that range from 10 to 100+ workstations across many different industries.
General Services
Managed Technology Services
Business Continuity and Disaster Recovery
Hardware/Software Sales and Support
Voice Communication System Sales and Support
Cyber Security
Network Design and Consulting
Cloud Services
Statement of Work
This Statement of Work (“SOW”) is governed under the provisions of the Master Service Agreement located at https://tektrendz.com/ttmsa/
(the “MSA”). By accepting this SOW, you also accept the provisions of the MSA. If you cannot access or do not agree with the provisions of
the MSA, then you should not sign this SOW and you should contact us for additional information.
Only the services described in this SOW (“Services”) will be provided by TekTrendz, LLC (“us”, “our”, “we” or “TekTrendz”). Any services that
are not specifically described in this SOW will be out of scope and will not be provided unless otherwise agreed to by us in writing.
This SOW is effective as of the date that you sign this SOW, below (“Effective Date”).
Page: 2 of 26Quote #000652 v1
307 SW 18th Street
Ste. 13
Bentonville, Arkansas 72712
www.tektrendz.com
479-6968268
Scope of Services
The TekTrendz MANAGE Plan ("MANAGE") is a suite of products and services specifically designed to offload the management
of the client's Information Technology to us. By allowing us to do what we do best, you can now focus on what you do best.
MANAGE OnBoarding Services
Uninstall any monitoring tools or other software installed by previous IT consultants.
Compile a full inventory of all protected network infrastructure devices, servers, and workstations.
Uninstall any previous virus protection and install our EndPoint Protection solution.
Install remote support access application on each managed device to enable remote support.
Uninstall any unsupported remote connection tools.
Configure patch management application and check for missing security updates.
Uninstall unsafe applications or applications that are no longer necessary.
Optimize device performance including disk cleanup, antivirus, and spyware scans.
Review firewall configuration and other network infrastructure devices.
Review status of battery backup protection on all devices.
Stabilize network and assure that all devices can securely access the file server.
Review and document current server configuration and status.
Determine existing backup strategy and status; prepare backup options for consideration.
Remove administrator access from user accounts.
Review password policies and update user and device passwords.
As applicable, make recommendations for changes that should be considered to the managed environment.
If deficiencies are discovered during the onboarding process, we will bring those issues to your attention and discuss the impact
of the deficiencies on our provision of our monthly managed services. Please note, unless otherwise expressly stated
in this SOW, onboarding-related services do not include the remediation of any issues, errors, or deficiencies (“Issues”), and we
cannot guarantee that all Issues will be detected during the onboarding process.
From time to time we need end user assistance to get our initial software installed. We will reach out to the individual users 3
times to get them onboarded. If we are unable to get appropriate assistance from the end user after 3 attempts their onboarding
will be delayed and additional onboarding fees may apply.
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MANAGE Recurring Services
Ongoing/recurring services begin upon the completion of onboarding services (if any).
Product Details Recurring Price Qty Ext. Recurring
MANAGE Infrastructure
Network Firewall $100.00 3 $300.00
Wireless Network SSID $100.00 3 $300.00
BCDR Service - Datto Siris 4 P4 appliance with 1- year Retention.$1,300.00 1 $1,300.00
Server
We will install and maintain our RMM agent software on each
identified server attached to your network.
Each server will also be entitled to our managed endpoint MDR
solution to protect against threats.
Multi Factor Authentication (MFA) software will be installed for
additional security.
Microsoft patches will be managed and applied when applicable.
Software agents installed, report status and events on a 24x7 basis;
alerts are generated and responded to in accordance with the
Response Time Objectives described below.
Covered Equipment:
Manufacturer -
Model -
Name -
Serial -
$36.69 3 $110.07
MANAGE Workstations
Workstation $28.11 21 $590.31
MANAGE Users
MANAGE User Basic $33.57 5 $167.85
MANAGE User Standard $48.00 21 $1,008.00
Monthly Subtotal:$3,776.23
Subtotal:$0.00
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MANAGE Service Details
The services described below are offered as components of our TekTrendz MANAGE Plan. The services are available, with
regard to your plan, if and only if listed in the Manage Recurring Services section of this SOW.
Technology Business Review (TBR) - TBRs are an important part of the services we provide. They allow us and you to review
our services and plan appropriately for your needs. Two reviews, spaced out approximately 6 months are included in the
MANAGE package. If you would like to schedule more sessions, we are happy to provide a quote for additional
sessions. Unused or cancelled TBR sessions do not rollover and will be forfeited.
TBR Goals:
- Review Performance.
- Help budget your IT investments appropriately.
- Plan out your future technology road-map to align with your goals as a company.
- Continually improve your Cyber and Business Risk Profile.
Network Firewall - TekTrendz will review the device quarterly to check for available software updates or patches from the
manufacturer and schedule downtime to apply those updates. If critical CVEs are issued, we will work with you to schedule
downtime and apply them in a timely manner. We will administer any basic Moves, Adds, or Changes (MACs) to firewall
rules/access control lists.
Wireless Network SSID - TekTrendz will review the wireless network quarterly to check for available software updates or
patches from the manufacturer and schedule downtime to apply those updates. If critical CVEs are issued, we will work with you
to schedule downtime and apply them in a timely manner. Each wireless network may have multiple Service Set Identifiers
(SSIDs). Wireless networks will be managed per SSID.
Phone System - TekTrendz will administer user additions and extension changes on your telephone system as long as you
maintain the necessary subscription/licensing service with the system manufacturer. We will also review the system quarterly for
software updates and schedule time to update the manufacturer supplied software updates. Basic MACs to extensions, general
SIP service and desk phone connectivity issues will be supported via our help desk.
Server - Each server contains the following components: RMM, EndPoint MDR, MFA software, Endpoint Privilege Management,
and Patch Management.
Workstation - Each workstation contains the following components: RMM, EndPoint MDR, Endpoint Privilege Management,
and Patch Management.
Remote Monitoring and Management (RMM). TekTrendz RMM service operates on a 24x7 basis, constantly monitoring
managed equipment for errors, alerts, and pre-defined events. Should an error, alert, or event occur, then our technicians will be
notified and we will handle the situation(s) in accordance with our response time objectives, defined below. RMM Software
agents are installed on each identified server and workstation attached to your network.
Our RMM service also permits us to remotely execute network-related management activities, such as modify network
configurations, install updates, and run scripts to test the overall health of your managed network.
EndPoint MDR - Full featured Extended Detection and Response (EDR) product paired with 24x7 expert monitoring to detect
and protect against threats.
Multi Factor Authentication (MFA) Software - Software will be installed on Servers that require MFA credentials for console
access.
Patch Management - Microsoft patches are generally released weekly. Patches will be managed and applied when applicable.
Server patches are scheduled during a defined maintenance window. We will work with you to determine this window.
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MANAGE Service Details
Workstation patches are generally deployed after hours if equipment is online.
MANAGE User - Each user is provided with the following software subscriptions managed by us.
EMail Filtering and protection - Assists with Protection against advanced attacks, such as phishing, malware, spam, and business
email compromise.
SAAS backup and recovery solution for Microsoft 365 to help protect email and files residing in the Microsoft 365
environment.
Security Awareness Training - Monthly campaigns are offered to assist in educating users and reduce the risk of
cybersecurity incidents.
Remote Workforce - Allows designated end users to securely remote control their business workstation from a home or
other internet connected workstation. This option is configured on a per user basis by client management request only.
Help Desk Services
Depending on the type of user selected, software subscriptions are provided as follows:
MANAGE User Basic - Microsoft Office 365 Business Basic subscription
MANAGE User Standard - Microsoft Office 365 Business Standard subscription
MANAGE User E3 - Microsoft Office 365 E3 subscription
Help Desk Services
Unlimited Help Desk Services are included and provided via Telephone, E-Mail, and Remote-Control during TekTrendz
regular business hours.
Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required. Additional fees
may apply for onsite visits.
Support requests and remediation are limited to user contacts listed in our systems.
Support requests for anything not detailed in the SOW or otherwise not listed will be charged at our current hourly rate.
All support services are subject to technician availability.
General activities that are performed as part of Help Desk Support Services include:
Windows general help and “how-to” support
Mac OSX general help and “how-to” support
Google apps and web app help
Internet connectivity troubleshooting
Restore connectivity to network devices and servers
PC/Mac productivity application installation and usage help
Tablet, mobile device general help
Error message troubleshooting (OS or application)
Suspected virus detection / scan (please note: manual remediation/removal for detected issues will be billed at our
hourly rate see Cyber Security Incident Recovery in the Additional Terms section below).
Slow computer troubleshooting
Email client troubleshooting
Email client configuration
Local printer/ scanner usage help
Web browser help
Network Interface Card help
Support for operating system registry issues (if we’re able to backup the registry prior)
Email server support including:
o Add/disable users, troubleshoot errors (no server configuration or installations)
o add/remove users to distribution lists, create distribution lists in email portals (e.g. Office 365, GMail)
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MANAGE Service Details
Support for network printers and scanners (no server configuration or installations)
Add/Enable/Disable user accounts on a domain (new user accounts generally take 24+ hours to be provisioned)
Resolve remote access issues including VPN
Password resets
BCDR Service
Business Continuity & Disaster Recovery (BCDR).
TekTrendz will proactively implement and manage the following backup services for all servers & workstations in which BCDR
software agents are installed:
Automated day-to-day backup to a TekTrendz supplied onsite backup appliance (“Backup Appliance”);
Automated day-to-day cloud-based (i.e., offsite) backup at highly redundant data centers, with failover connectivity
capabilities.
24/7/365 monitoring of the backup system, including both on- and off-site backup systems;
Troubleshooting and remediation of failed backup disks within the Backup Appliance;
Preventive maintenance and management of imaging software;
Firmware and software updates of Backup Appliance;
Problem analysis by TekTrendz network operations team;
Monitoring of backup successes and failures.
Additional Specifications.
Storage Limitation: The local appliance is equipped with a limited amount of raw storage space and corresponding
Cloud storage space with 1 year Time Based Retention. If the storage used on the device exceeds 50% it may not
operate optimally or successfully in disaster recovery scenarios.
Backup Frequency: On-site backups will occur at least once daily, generally at 10:00 PM. If you need to modify this
schedule or require more frequent backups, please contact us.
Backup Data Security: If supported by the device, all backed up data is initially configured to be encrypted in transit and
at rest in 256-bit AES encryption. All cloud facilities housing backed up data, implement physical security controls and
logs, including security cameras, and have multiple internet connections with failover capabilities.
License Grant. All Backup Appliances are embedded with proprietary software (“BCDR Software”). TekTrendz hereby grants to
Client, a non-exclusive, royalty free, non-transferable license, during the term of this SOW, to use the BCDR Software in
conjunction with the BCDR-related services provided by TekTrendz. Client shall not reverse engineer, de-compile or otherwise
use the BCDR Software in any manner not specifically authorized by TekTrendz.
Recovery of Backed-up Data. You must contact us if data recovery services are needed. Data Recovery is not included in
the monthly service fee and is charged on a per incident basis at our current hourly rate. In the event of a declared
disaster, we will assist you with making your backed up data available via virtual instance on the appliance or in a hosted, virtual
environment. Your access to the backed up data will continue for a period of two (2) weeks; extended access time is available at
an additional cost per incident.
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Covered Equipment / Hardware / Software
The Services will be applied to the equipment, hardware and software listed in the “Managed Environment” schedule (collectively,
the “Environment”), upon completion of Discovery and Onboarding a copy of the Environment, agreed to and signed by both
parties will be added to this SOW. Items that are not included in the Environment will not receive or benefit from the Services.
Physical Locations Covered by Services
Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required. TekTrendz visits will be scheduled
in accordance with the priority assigned to the issue (below), and are subject to technician availability. Unless we agree otherwise, all onsite
Services will be provided at Client’s primary office location listed in this SOW or designated satellite office locations. Private residential
locations are not eligible for onsite visits.
Additional fees may apply for onsite visits: Please review the Response Time Objectives section below for more details.
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Assumptions/Minimum Requirements/Exclusions
The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements :
All supported Network, Telephony, and Server hardware must be under current manufacturer warranty coverage.
All equipment with Microsoft Windows® operating systems must be running then-currently supported versions of such
software and have all of the latest Microsoft service packs and critical updates installed.
All software must be genuine, licensed, and vendor-supported.
Server file systems and email systems (if applicable) must be protected by licensed and up-to-date endpoint protection
software.
The Environment must have a currently licensed, vendor-supported onsite appliance based backup solution that can be
monitored.
Recovery coverage assumes data integrity of the backups or the data stored on the backup devices. We do not
guarantee the integrity of the backups or the data stored on the backup devices. Server restoration will be to the point of
the last successful backup.
Backup Appliance must be connected to working UPS devices.
All servers and network equipment must be connected to working UPS devices.
All wireless data traffic in the environment must be securely encrypted.
Client must provide all software installation media and key codes in the event of a failure.
Client must provide us with exclusive administrative privileges to the Environment.
Client must not affix or install any accessory, addition, upgrade, equipment, or device on to the firewall, server, or backup
appliances (other than electronic data) unless expressly approved in writing by us.
All workstation equipment with an RMM agent will need to remain online so it will check in and receive updates. Spare or
infrequently used equipment needs to remain powered on and connected to the network to remain active. Equipment that
stays powered off or network disconnected for extended lengths of time (2 weeks or more) may need to undergo a re-
onboarding process. The re-onboarding process will be billed at our current onboarding fee rates.
Any costs required to bring the Environment up to these minimum standards are not included in this SOW.
Exclusions . Services that are not expressly described in this SOW are out of scope and will not be provided to Client unless
otherwise agreed, in writing, by TekTrendz. Without limiting the foregoing, the following services are expressly excluded, and if
required to be performed, must be agreed upon by TekTrendz in writing:
Customization of third party applications, or programming of any kind. This includes, but is not limited to, voice system
programming, auto-attendant, call routing, and time frame adjustments after initial system configuration.
Support for operating systems, applications, or hardware no longer supported by the manufacturer.
Data/voice wiring or cabling services of any kind.
Battery backup replacement.
Equipment relocation.
Project, Engineering, or Design Services.
The cost to bring the Environment up to the Minimum Requirements (unless otherwise noted in “Scope of Services” above).
The cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping
charges of any kind.
Consumables: Ink, toner, hardware maintenance kits, and paper.
Response Time Objectives
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Response Time Objectives
Automated monitoring is provided on an ongoing (i.e., 24x7x365) basis; response, repair, and/or remediation services (as applicable) will be
provided only during business hours unless otherwise specifically stated in this SOW. We will respond to problems, errors, or interruptions in
the provision of the Services in the timeframe(s) described below. Priority levels will be determined by TekTrendz in our discretion after
consulting with the Client. All remediation services will initially be attempted remotely; TekTrendz will provide onsite service only if remote
remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.
Additional fees may apply for onsite visits: Please review Travel Time in the Fees section below for more details.
Priority Response Time
Priority 1 - Critical: Service not available.
Examples:
Your Main Server is offline and all users are unable to work.
One of your Network Switches has failed and stopped half the company from
working.
A VPN link between 2 x offices is offline causing one office to be unable to
work.
Response within one (1) business hour
after notification.
Priority 2 - High: Significant degradation of service.
Examples:
Your Internet Connection is offline, users can still work locally.
Your main Accounting Software has stopped working.
Response within two (2) business
hours after notification.
Priority 3 - Medium: Limited degradation of service.
Examples:
A user’s desktop won’t turn on so they can’t work.
A user is having problems connecting to the Wireless network.
One of the main printers is not working, but users can print to another one.
Response within four (4) business hours
after notification.
Priority 4 - Low: Limited degradation of service.
Examples:
Response within eight (8) business hours
after notification.
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Response Time Objectives
Printing is slower than normal
A single user is unable to scan
A user needs a program installed on their PC
Regular business hours are Monday – Friday 8:00a – 5:00p Central.
Observed holidays include (but are not limited to) the following:
o New Year’s Day
o Memorial Day
o Independence Day
o Labor Day
o Thanksgiving
o Christmas
* All time frames are calculated as of the time that TekTrendz is notified of the applicable issue / problem by Client through TekTrendz
designated e-mail help@tektrendz.com, or by telephone at 479-696-8268. Notifications received in any manner other than described herein
may result in a delay in the provision of remediation efforts. Extended Hours are not included. If Extended Hours support is provided, Client
will be billed for such support at one and one-half times (1.5x) our then-current hourly rates, with a minimum of one (1) hour. Holiday
requests will be billed for such support at 2 times (2x) our then-current hourly rates, with a minimum of two (2) hours. All partial hours after
the first hour are billed in fifteen (15) minute increments, with partial increments billed to the next higher increment.
Response Time Objectives do not apply to:
New user provisioning.
Additions, moves or changes to users, devices, configurations, or network.
Issues lodged in any other manner than specified in this Agreement.
Issues lodged outside Our Business Hours.
Items caused by Hardware or Software not meeting our Minimum Standards.
Service Requests for issues that have been caused by You not acting on advice or recommendations given by Us.
Service Requests for Issues caused by You or third parties modifying any Hardware or Software Configuration.
Service Requests for issues related to user-initiated Virus and Malware Infections.
Service Requests for Issues involving the sourcing of hardware/software.
Service Requests for Hardware and Software issues of items that are not under current warranty or maintenance coverage.
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Fees
Onboarding Fees. All fees are due and payable in full prior to the commencement of the Services.
Changes to Environment. Initially, you will be charged the monthly fees indicated above. Thereafter, if the monitored environment changes,
or if the number of authorized users accessing the monitored environment changes, then you agree that the fees will be automatically and
immediately modified to accommodate those changes.
Minimum Monthly Fees. The initial Fees indicated in this SOW are the minimum monthly fees (“MMF”) that will be charged to you during
the term. You agree that the MMF will not decrease, regardless of the number of users or devices to which the Services are directed or
applied, unless we agree to a reduction. All modifications to the amount of hardware, devices, or authorized users under this SOW (as
applicable) must be in writing and accepted by both parties.
Increases. In addition, we reserve the right to increase our monthly recurring fees; provided, however, if an increase is more than five
percent (5%) of the fees charged for the Services in the prior calendar year, then you will be provided with a sixty (60) day opportunity to
terminate the Services by providing us with written notice of termination. You will be responsible for the payment of all fees that accrue up to
the termination date and all pre-approved, non-mitigatable expenses that we incurred in our provision of the Services through the date of
termination. Your continued acceptance or use of the Services after this sixty (60) day period will indicate your acceptance of the increased
fees.
Travel Time. If onsite services are provided, we will travel up to 30 minutes from our office to your location at no charge. Time spent
traveling beyond 30 minutes (e.g., locations that are beyond 30 minutes from our office, occasions on which traffic conditions extend our
drive time beyond 30 minutes one-way, etc.) will be billed to you at half our then current hourly rates. In addition, you will be billed for all
tolls, parking fees, and related expenses that we incur if we provide onsite services to you. Onsite services will be billed at a minimum of one
(1) hour using our current hourly rates.
Appointment Cancellations. You may cancel or reschedule any onsite appointment with us at no charge by providing us with notice of
cancellation at least one business day in advance. If we do not receive timely notice of cancellation/re-scheduling, or if you are not present at
the scheduled time or if we are otherwise denied access to your premises at a pre-scheduled appointment time, then you agree to pay us a
cancellation fee equal to two (2) hours of our normal consulting time (or non-business hours consulting time, whichever is appropriate),
calculated at our then-current hourly rates.
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Removal of Software Agents; Return of Hardware Appliances
Unless we expressly direct you to do so, you will not remove or disable, or attempt to remove or disable, any software agents that we
installed in the Environment. Doing so without our guidance may make it difficult or impracticable to remove the software agents, which
could result in network vulnerabilities and/or the continuation of license fees for the software agents for which you will be responsible,
and/or the requirement that we remediate the situation at our then-current hourly rates, for which you will also be responsible. Depending
on the particular software agent and the costs of removal, we may elect to keep the software agent in the Environment but in a dormant
and/or unused state.
Within ten (10) days after being directed to do so, Client will remove, package and ship, at Client’s expense and in a commercially reasonable
manner, all hardware, equipment, and accessories provided to Client by TekTrendz that were used in the provision of the Services. If you fail
to timely return all equipment to us, or if the equipment is returned to us damaged (normal wear and tear excepted), then we will have the
right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment.
Additional Terms
Monitoring Services; Alert Services
Unless otherwise indicated in this SOW, all monitoring and alert-type services are limited to detection and notification
functionalities only. Monitoring levels will be set by TekTrendz, and Client shall not modify these levels without our prior written
consent.
Remediation
Unless otherwise provided in this SOW, remediation services will be provided in accordance with the recommended practices of
the managed services industry. Client understands and agrees that remediation services are not intended to be, and will not be,
a warranty or guarantee of the functionality of the Environment, or a service plan for the repair of any particular piece of
managed hardware or software.
Configuration of Third Party Services
Certain third party services provided to you under this SOW may provide you with administrative access through which you could
modify the configurations, features, and/or functions (“Configurations”) of those services. However, any modifications of
Configurations made by you without our knowledge or authorization could disrupt the Services and/or or cause a significant
increase in the fees charged for those third party services. For that reason, we strongly advise you to refrain from changing the
Configurations unless we authorize those changes. You will be responsible for paying any increased fees or costs arising from or
related to changes to the Configurations.
Modification of Environment
Changes made to the Environment without our prior authorization or knowledge may have a substantial, negative impact on the
provision and effectiveness of the Services, and may impact the fees charged under this SOW. You agree to refrain from moving,
modifying, or otherwise altering any portion of the Environment without our prior knowledge or consent. For example, you agree
to refrain from adding or removing hardware from the Environment, installing applications on the Environment, or modifying the
configuration or log files of the Environment without our prior knowledge or consent.
Offline Equipment
"Spare" or infrequently used workstation equipment needs to remain powered on and connected to the network to remain active
and updated. Equipment that stays powered off or network disconnected for extended lengths of time (2 weeks or more) may
require a re-onboarding process. The re-onboarding process will be billed at our current onboarding fee.
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Additional Terms
EndPoint Protection
Our EndPoint Protection solution will generally protect the Environment from becoming infected with new viruses and malware
(“Viruses”); however, Viruses that exist in the Environment at the time that the security solution is implemented may not be
capable of being removed without additional services, for which a charge may be incurred. We do not warrant or guarantee that
all Viruses and malware will be capable of being detected, avoided, or removed, or that any data erased, corrupted, or encrypted
by malware will be recoverable. To improve security awareness, you agree that TekTrendz or its designated third party affiliate
may transfer information about the results of processed files, information used for URL reputation determination, security risk
tracking, and statistics for protection against spam and malware. Any information obtained in this manner does not and will not
contain any personal or confidential information.
Obligations Regarding Cyber Insurance and Incident Response
It is strongly recommended that you carry a cyber insurance policy to protect your business. We are not licensed to provide and
do not provide cyber insurance to cover your environment. If you maintain a cyber insurance policy ("Policy") with a Cyber
Insurance provider ("Provider"), you acknowledge and agree that it is your sole responsibility to adhere to the incident response
procedures and guidelines as stipulated by the Provider. You further acknowledge and understand that the Provider's incident
response protocols are an integral part of the terms and conditions of the Policy. Failure to comply with the Provider's incident
response procedures may result in the reduction, denial, or limitation of coverage in the event of a cyber incident, and you agree
that we are held harmless from any costs, expenses, or damages arising from or related to such incidents.
Cyber Security Incident Recovery
Unless otherwise expressly stated in this SOW, the scope of the Services do not include the remediation and/or recovery from a
Security Incident (defined below). Such services, if requested by you, will be provided on a time and materials basis under our
then-current hourly labor rates. Given the varied number of possible Security Incidents, we cannot and do not warrant or
guarantee (i) the amount of time required to remediate the effects of a Security Incident (or that recovery will be possible under
all circumstances), or (ii) that all data impacted by the incident will be recoverable. For the purposes of this paragraph, a
Security Incident means any unauthorized or impermissible access to or use of the Environment, or any unauthorized or
impermissible disclosure of Client’s confidential information (such as user names, passwords, etc.), that (i) compromises the
security or privacy of the information or applications in, or the structure or integrity of, the Environment, or (ii) prevents normal
access to the Environment, or impedes or disrupts the normal functions of the Environment.
Fair Usage Policy
Our Fair Usage Policy (“FUP”) applies to all Services that are described or designated as “unlimited.” An “unlimited” service
designation means that, subject to the terms of this FUP, you may use the service as reasonably necessary for you to enjoy the
use and benefit of the service without incurring additional time-based or usage-based costs. However, unless expressly stated
otherwise in this SOW, all unlimited services are provided during our normal business hours only and are subject to our
technicians’ availabilities, which cannot always be guaranteed. In addition, we reserve the right to assign our technicians as we
deem necessary to handle issues that are more urgent, critical, or pressing than the request(s) or issue(s) reported by you.
Consistent with this FUP, you agree to refrain from (i) creating urgent support tickets for non-urgent or non-critical issues, (ii)
requesting excessive support services that are inconsistent with normal usage patterns in the industry (e.g., requesting support
in lieu of training), (iii) requesting support or services that are intended to interfere, or may likely interfere, with our ability to
provide our services to our other customers.
Patch Management
We will keep all managed hardware and managed software current with critical patches and updates (“Patches”) as those
Patches are released generally by the applicable manufacturers. Patches are developed by third party vendors and, on rare
occasions, may make the Environment, or portions of the Environment, unstable or cause the managed equipment or software
to fail to function properly even when the Patches are installed correctly. We will not be responsible for any downtime or losses
arising from or related to the installation or use of any Patch. We reserve the right, but not the obligation, to refrain from
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Additional Terms
installing a Patch if we are aware of technical problems caused by a Patch, or we believe that a Patch may render the
Environment, or any portion of the Environment, unstable.
Data Backup Services
All data transmitted over the Internet may be subject to malware and computer contaminants such as viruses, worms and trojan
horses, as well as attempts by unauthorized users, such as hackers, to access or damage Client’s data. Neither TekTrendz nor
its designated affiliates will be responsible for the outcome or results of such activities.
Data Backup Services require a reliable, always-connected internet solution. Data backup and recovery time will depend on the
speed and reliability of your internet connection. Internet and telecommunications outages will prevent the Data Backup Services
from operating correctly. In addition, all computer hardware is prone to failure due to equipment malfunction, telecommunication-
related issues, etc., for which we will be held harmless. Due to technology limitations, all computer hardware, including
communications equipment, network servers and related equipment, has an error transaction rate that can be minimized, but not
eliminated. TekTrendz cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that
TekTrendz shall be held harmless if such data corruption or loss occurs.
Data Loss / Data Recovery
The scope of the Services do not include the remediation and/or recovery from Data loss (defined below). Such services, if
requested by you, will be provided on a time and materials basis under our then-current hourly labor rates. Given the varied
number of possible Data Loss Incidents, we cannot and do not warrant or guarantee (i) the amount of time required to remediate
the effects of a Data Loss Incident (or that recovery will be possible under all circumstances), or (ii) that all data impacted by the
incident will be recoverable. For the purposes of this paragraph, Data loss is the intentional or unintentional destruction of
information, caused by people and or processes from within or outside of an organization.
Client is strongly advised to keep an air gap backup of all of stored data to mitigate against the unintentional loss of
data.
Procurement
Equipment and software procured by TekTrendz on Client’s behalf (“Procured Equipment”) may be covered by one or more
manufacturer warranties, which will be passed through to Client to the greatest extent possible. By procuring equipment or
software for Client, TekTrendz does not make any warranties or representations regarding the quality, integrity, or usefulness of
the Procured Equipment. Certain equipment or software, once purchased, may not be returnable or, in certain cases, may be
subject to third party return policies and/or re-stocking fees, all of which shall be Client’s responsibility in the event that a return
of the Procured Equipment is requested. TekTrendz is not a warranty service or repair center. TekTrendz will facilitate the return
or warranty repair of Procured Equipment; however, Client understands and agrees that the return or warranty repair of Procured
Equipment is governed by the terms of the warranties (if any) governing the applicable Procured Equipment, for which TekTrendz
will be held harmless.
IT Strategic Planning
Suggestions and advice rendered to Client are provided in accordance with relevant industry practices, based on Client’s specific
needs and TekTrendz opinion and knowledge of the relevant facts and circumstances. By rendering advice, or by suggesting a
particular service or solution, TekTrendz is not endorsing any particular manufacturer or service provider.
VCTO or VCIO Services
The advice and suggestions provided us in our capacity as a virtual chief technology or information officer will be for your
informational and/or educational purposes only. TekTrendz will not hold an actual director or officer position in Client’s company,
and we will neither hold nor maintain any fiduciary relationship with Client. Under no circumstances shall Client list or place the
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TekTrendz on Client’s corporate records or accounts.
Sample Policies, Procedures
From time to time, we may provide you with sample (i.e., template) policies and procedures for use in connection with Client’s
business (“Sample Policies”). The Sample Policies are for your informational use only, and do not constitute or comprise legal or
professional advice, and the policies are not intended to be a substitute for the advice of competent counsel. You should seek
the advice of competent legal counsel prior to using or distributing the Sample Policies, in part or in whole, in any transaction.
We do not warrant or guarantee that the Sample Policies are complete, accurate, or suitable for your (or your customers’)
specific needs, or that you will reduce or avoid liability by utilizing the Sample Policies in your (or your customers’) business
operations.
No Third Party Scanning
Unless we authorize such activity in writing, you will not conduct any test, nor request or allow any third party to conduct any test
(diagnostic or otherwise), of the security system, protocols, processes, or solutions that we implement in the managed
environment (“Testing Activity”). Any services required to diagnose or remediate errors, issues, or problems arising from
unauthorized Testing Activity is not covered under this SOW, and if you request us (and we elect) to perform those services,
those services will be billed to you at our then-current hourly rates.
HaaS
You will use all TekTrendz -hosted or TekTrendz -supplied equipment and hardware (collectively, “Infrastructure”) for your internal
business purposes only. You shall not sublease, sublicense, rent or otherwise make the Infrastructure available to any third party
without our prior written consent. You agree to refrain from using the Infrastructure in a manner that unreasonably or materially
interferes with our other hosted equipment or hardware, or in a manner that disrupts or which is likely to disrupt the services that
we provide to our other clientele. We reserve the right to throttle or suspend your access and/or use of the Infrastructure if we
believe, in our sole but reasonable judgment, that your use of the Infrastructure is violates the terms of this SOW or the
Agreement.
Unsupported Configuration Elements Or Services
If you request a configuration element (hardware or software) or hosting service in a manner that is not customary at TekTrendz ,
or that is in “end of life” or “end of support” status, we may designate the element or service as “unsupported,” “non-standard,”
“best efforts,” “reasonable endeavor,” “one-off,” “EOL,” “end of support,” or with like term in the service description (an
“Unsupported Service”). We make no representation or warranty whatsoever regarding any Unsupported Service, and you
agree that we will not be liable for any loss or damage arising from the provision of an Unsupported Service. Deployment and
service level guarantees shall not apply to any Unsupported Service.
Licenses
If we are required to re-install or replicate any software provided by you as part of the Services, then it is your responsibility to
verify that all such software is properly licensed. We reserve the right, but not the obligation, to require proof of licensing before
installing, re-installing, or replicating software into the managed environment. The cost of acquiring licenses is not included in the
scope of this SOW unless otherwise expressly stated therein.
Datto Business Continuity and Disaster Recovery (BCDR) Product Terms of Use
Updated as of September 25, 2023
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Datto Business Continuity and Disaster Recovery (BCDR) Product Terms of Use
Updated as of September 25, 2023
These BCDR Product and Services Terms of Use ("BCDR Terms") govern your use of Datto’s BCDR Products, including the Datto SIRIS, Datto ALTO, Datto NAS,
Datto Endpoint Backup for PCs, Datto Backup for Microsoft Azure, Datto Workplace and Datto File Protection (collectively, “BCDR Products” or “Products“). By
purchasing or using Datto’s BCDR Products, you agree to be bound by these BCDR Terms, which are incorporated into the Kaseya Master Agreement (the
“Agreement”) between you, Datto and Datto’s affiliated companies including its parent company Kaseya Holdings, Inc. and Kaseya’s affiliates (“Datto”). Certain
Products have additional terms specific to those Products, which can be found at the end of these Terms of Use (“Product Specific Terms”) or in the Product
Specifications. For clarity, the Products includes the Kaseya Services related to the Products. In the event of any conflict between the Agreement and these Terms,
these Terms will take precedence with respect to the Products. In the event of any conflict between Product Specific Terms and the remainder of these Terms, the
Product Specific Terms will take precedence with respect to that Product.
Capitalized terms not defined in these Terms have the meaning given to them in the Datto Partner Agreement. For clarity, BCDR Products includes the Datto
Services related to the Products.
If you do not agree to these BCDR Terms, do not register, access or use any Datto BCDR Product.
1. USE OF BCDR PRODUCTS
a. Right to Use. Subject to your compliance with these BCDR Terms, the Agreement and the receipt by us of all fees applicable to the Product, Datto grants you a
limited, revocable, non-sublicensable, non-exclusive right and license to access and use the Product in accordance with the Product Specifications. If your use of
the Product involves the use of agent Software, you hereby agree to the terms of all applicable agent Software licenses.
b. Third Party Technology/License Terms. - Certain Products may involve or allow the use of third party technology, which is subject to such third parties’ terms.
These terms are located under the heading “BCDR Third Party Terms” on the Online Portal. You agree that your use of a Product is deemed your express consent
to all such applicable BCDR Third Party Terms.
c. End User Terms. If you use or manage a Product on behalf of another entity (a “Client”), if you resell a Product to another entity, or if you authorize a Client to
directly use or support a Product, you must ensure that the Client or customer agrees to the End User Terms in substantially the form attached as Exhibit A hereto
as part of a valid, enforceable contract between you and the End User.
d. Any additional Licenses, add-on features or other usage added to a Service Subscription after initial registration either by you, a Client or any authorized
administrator of the Product, either manually or through any enabled automatic add features, will be automatically provisioned and will be deemed to modify the
Order. You acknowledge that you are responsible for any features you enable for each Service Subscription, or that you allow your Client to enable, either upon
initial registration or at any time thereafter, including but not limited to, automatic add and License cap features.
e. Fair Use. Datto BCDR Products provide backup, recovery and business continuity functions in an emergency setting, and are not for extended use as a
production environment. Accordingly, Datto reserves the right to disable virtualizations that extend beyond the term of a documented business continuity event or a
limited testing period. Further, all access and use of BCDR Products are subject to the Fair Use policies set forth in the Agreement, which prohibit use that:
• Results in excessive consumption of Datto resources;
• Harms Datto services, networks or other resources; and/or
• Circumvents the intended use of the Product.
2. SERVICE SUBSCRIPTIONS AND SERVICE PLANS
a. Service Subscription Required. All rights to use the Products are conditioned upon enrollment in a valid Service Subscription for which we receive timely
payment. A Service Subscription includes a Service Plan, Term and License/usage measure.
b. Service Plan. All Service Plans include applicable Licenses to the technology needed to perform the core functions for that Service Plan and access to Technical
Support. Available Service Plans vary depending on the Product and are described herein or in the current Product Specifications.
c. Registration. You are required to register each Product with us in order to use the Products. During registration, you agree to provide accurate and complete
information, and you further agree to promptly update this information should it change. If a Product is not properly registered in a current, paid Service
Subscription we have no obligation to allow access to or use of the Product, nor to provide any related Services.
d. Service Subscription Term. The term of a Service Subscription is indicated on the applicable Order and is for a defined number of consecutive months (a
Committed Service Term). Service Subscription Term options vary by Product and not all options are available for all Products. Billing for a Service Subscription
begins on the Activation Date, or “Effective Date” as set forth on the applicable accepted Quote.
e. Automatic Renewals and Cancellation of Services. Service Subscription Terms for BCDR Products will automatically renew for subsequent Committed Service
Terms of 12 months each unless you provide us with timely notice of cancellation using the tools or methods described in the Product Specifications. However, for
purchases of Datto Siris, Datto Alto and Datto NAS made prior to September 1, 2022, an expiring Committed Service Term will automatically renew on a month-to-
month basis. Service Subscription will continue until affirmatively cancelled by you and incur Service Subscription fees, even if has no remaining enrolled Protected
Systems, or is otherwise no longer taking backups. You may cancel automatic renewal by providing written notice to Datto at least thirty (30) days prior to the end
of the current Committed Service Term.
3. USE OF DATTO BACKUP FOR MICROSOFT AZURE
a. Description of Product and Use. Datto Backup for Microsoft Azure protects Content associated with one or more applications running on Microsoft Azure virtual
machines controlled by you or your Client (each a “Protected System”). Protected System(s) are designated by you at the time of registration of the Datto Backup
for Microsoft Azure Service Subscription. You or any other entity on behalf of which you manage or use the Product (a “Client”), and not Datto, are responsible for
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each Protected System environment, including its access, security, rights, structure, configuration and all charges applicable to use of the Protected System.
b. Special Subscription Considerations for Datto Backup for Microsoft Azure. All Protected Systems in a Datto Backup for Microsoft Azure Service Subscription
must have the same Service Term and Service Plan, and must be located in the same Azure region. You are responsible for the proper configuration of Protected
Systems.
c. Access to Protected Systems. You must maintain authorization and access to the Protected Systems so that we are regularly able to access it for purposes of
providing the Product. You acknowledge and agree that Content may not be available or restorable (i) if our access authority to a Protected System is changed or
otherwise restricted (including restrictions due to changes in the Protected System provider’s API, permissions or access guidelines); (ii) due to unavailability of the
Protected System; and/or (iii) with respect to modifications to the Content that are not captured in the backup frequency or retention schedule for the Service Plan
chosen.
4. PAYMENTS
a. Monthly Service Subscription Fees and Invoicing. The Service Subscription Fees are set forth in the applicable Order. Service Subscription fees are due and
payable upon invoice receipt commencing on the first day of the month following the Activation Date, and are billed monthly in advance on the first day of the
month. In the first month following the Activation Date, additional charges may be due covering the partial month period from the Activation Date through the end of
that month. A Service Subscription ends on the last day of a calendar month.
b. Committed Service Terms.
i. For calculation of Committed Service Terms, a Committed Service Term will commence on the first of the month following the start of the Service Subscription
and will remain in effect for the defined number of consecutive months. If any Service Subscription includes an initial period with no charge (or reduced charge),
the Committed Service Term will be extended automatically by the length of such period.
ii. You agree to pay Service Subscription fees for the entire Committed Service Term. If you terminate Service at any time during a Committed Service Term, a
lump sum payment (equal to 100% of the monthly unpaid Service Subscription fee times the number of months remaining in the Committed Service Term less any
amounts already prepaid) will be due immediately and charged to your preferred payment method.
c. Prepayment of Service Subscription Fees. You may prepay a Service Subscription for certain Products. In the event of termination of a prepaid Service
Subscription, no refund for unused Service will be given unless otherwise agreed in writing.
5. ACCESS AND SECURITY
a. Your Responsibility for Security. You are responsible for the proper configuration and maintenance of physical, administrative and technical safeguards as they
relate to access to and use of the Product, accounts and Content. In no event will we be responsible, nor will we have any liability, for physical, administrative, or
technical controls related to the Product that you control, including but not limited to network connectivity and internet connectivity.
b. Our Security Measures. We use physical, technical and administrative safeguards designed to secure the Products and Content under our control against
accidental or unauthorized loss, access or disclosure. However, no password-protected system of data storage and retrieval can be made entirely impenetrable
and you acknowledge and agree that despite the measures employed, the Products and Content are not guaranteed against all security threats or other
vulnerabilities and you use the Products with all Content at your own risk.
6. BCDR RETENTION SCHEDULES AND TERMINATION
a. Local and Cloud Backups and Retention Schedules. Depending on the BCDR Product, Products may retain backups on a local device and/or in the Cloud. Data
associated with Products enrolled in a Datto Cloud Service Plan will be retained as specified in the applicable Retention Schedule associated with the Datto Cloud
Service Plan that you purchase for as long as the Product is under an active Service Subscription. Settings that control how data is retained on a local Product are
set by you. It is your obligation to understand how retention works, including the pruning schedules that are associated with each Cloud Service Plan.
b. Examples of Cloud Service Plans. Datto Cloud Service Plans include the following, however, details of the different retention options are set forth in the BCDR
Product Specifications and must be consulted to understand the manner in which backups are “rolled-up” from intra-dailies to, eventually, monthly backups, and
are “pruned.”
Plan Description
1-Year Cloud Retention (also known as 1 Year Time Based Retention) Incremental data backups are retained for one year on a rolling basis, with the oldest
backups deleted after on year. Automatic consolidation/roll-ups of incremental backup recovery points is applied on a rolling basis
Infinite Cloud Retention Incremental data backups are retained for an indefinite period of time for as long as the subscription is current. Automatic
consolidation/roll-ups of backup recovery points is applied on a rolling basis.
Capacity Based Storage (previously known as Total Cloud Retention) This option allows you to set your own retention schedule, subject to a pre-defined amount of
Datto Cloud storage. Use in excess of the allotment is charged as an additional amount.
c. Retention of Data After Termination. If a Service Subscription terminates, Datto reserves the right to delete the backed up data in the Datto Cloud associated
with your Product as set forth in the following table. It is your responsibility, prior to or during this period, at your expense, to request a copy of the data if you would
like to retain a copy of the backed up data in the Datto Cloud associated with your Product.
BCDR Product Type Retention Period After Termination
Datto Backup for Microsoft Azure 30 days, provided that if the Protected System is removed from the Service Subscription, then there is no retention, and export
must be done prior to removal.
Datto Endpoint Backup for PCs No Retention. Export must be done prior to termination.
All other Datto BCDR Products 60 days
d. Round Trips and Reverse Round Trips. Datto RoundTrip service is used to expedite the replication of large data sets from a local Datto device to the Datto
Cloud. Reverse RoundTrip service is fee-based and used to retrieve large data sets from the Datto Cloud. These services involve the use of physical storage
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devices supplied by Datto or you. You are responsible to pay the cost of the RoundTrip storage device if it is damaged or lost in your custody or during shipments,
or if you fail to return it. RoundTrip and Reverse RoundTrip services are subject to Datto’s procedures and terms, which can be found in the Specifications and
Knowledgebase articles for these services, and may not be available for all Products.
e. Upgrades. Datto typically allows you to purchase a new device and return an existing device in the form of an Upgrade. If you are interested in an Upgrade,
please contact your Datto sales representative for any available Upgrade paths for your device, and consult Datto’s policies and Knowledgebase articles to learn
more about Upgrade options. Should you proceed with an Upgrade, Datto’s Upgrade procedures and terms must be followed.
f. Return of Hardware Not Purchased. If you have been provided hardware for use under a subscription model (i.e., the hardware was not listed as a separate line
item on your invoice), you must return the hardware at the end of the subscription term. If you wish to renew your subscription, please speak to your salesperson
about options to either continue using your current hardware during the new subscription term, or replacing it with new hardware. It is your obligation to remove all
data from hardware before returning it. You may contact Support to start a return process when needed, and must follow datto’s standard return guidelines. Should
you fail to return hardware when required, Datto reserves the right to charge you the purchase price of the hardware.
7. WARRANTY
a. Standard Limited Hardware Warranty for New BCDR Hardware. Newly purchased BCDR hardware is warranted against defects in materials and workmanship
under normal use, handling and installation for a warranty period as stated in the table below, which starts on the date the associated device is shipped to you. For
hardware that is in-warranty and found by Datto to be defective, Datto's warranty obligations are limited to, at Datto's option, either: (i) repairing the device using
new or refurbished parts that are equivalent to new in performance and reliability; (ii) replacing the device with one that is new or formed from new and/or
refurbished parts that are equivalent to new in performance and reliability; or (iii) issuing a credit for the device. To be eligible for warranty service, a device must be
enrolled in an active Service Subscription for which payment is current. Datto’s warranty does not extend to or include Software included with the associated
device. All warranty claims must be received by Datto within the applicable warranty period.
Device Hardware Type Standard Warranty Period
Datto SIRIS 3 or later; Datto NAS 3 of later; 5 years
Datto ALTO and all other Datto devices 3 years
b. Exclusions from Warranty. Datto’s hardware warranty does not cover device defects or failures resulting from 1) accident, neglect or abuse; 2) improper
installation or maintenance; or 3) modifications, repairs, improvements, installation of third party software, or other changes to the hardware or software
components of the device that have not been authorized in writing by Datto. You are responsible for any costs related to the foregoing exclusions.
c. Warranty on Repair/Replacement Devices. A replacement device will continue to be under warranty for a period equal to the greater of (i) the balance of the
existing warranty period for the original device; or (ii) sixty (60) days.
d. Warranty Returns. You will be required to follow Datto’s standard RMA guidelines on packaging and shipping when returning defective Product for replacement
or repair. An RMA may be commenced by contacting Technical Support. To avoid inadvertent data loss, please note that we will not automatically cancel a Service
Subscription on a hardware device that has been authorized for return. Instead, we will terminate the Service Subscription as of the last day of the month we
receive a returned device. If you do not return a device to us that is being replaced (for warranty, upgrade, or any other reason), billing will continue on the device
until you cancel the Service Subscription.
e. Limit on Warranty. THIS WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY DATTO AND IS IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS
FOR A PARTICULAR PURPOSE, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
8. PRODUCT SPECIFIC TERMS.
a. Datto Workplace
i. How Workplace is Organized and Charged. Workplace Manager is a web portal that allows you to provision and manage Datto Workplace for your Clients. Datto
Workplace Clients are organized into Teams. User Licenses, Server Licenses and storage are allocated to Teams. Actual usage is calculated by adding allocated
Licenses and storage to active Teams in your Workplace Manager portal (“Actual Usage”). You will be billed monthly at the greater of Actual Usage or the number
of Licenses designated in your Service Subscription for a Committed Service Term.
ii. Service Plans. Each Team is configured under an available Service Plan. Full details and features of available Service Plans are set forth in the Specifications
and may include plans that are unlimited or metered. You are responsible for creating, managing and deleting Teams in your Workplace Manager account, using
permissions and security levels as available. You, and not Datto, are responsible for supporting your Teams and Clients.
iii. End user Terms. End User Terms for Datto Workplace are made available at time of registration of the individual users.
b. Datto File Protection. File Protection Manager is a web portal that allows you to provision Datto File Protection for your Clients. All provisioning of Datto File
Protection must be initiated with a Datto sales representative.
Exhibit A
BCDR End User Terms
These End User Terms ("Terms"), including any Exhibits, apply to you as the person or entity that owns, licenses, or lawfully controls the data, files or other content
(“Content”) with which a Datto backup and business continuity product (“Product”) will be used. Datto does not provide the Product directly to you. The Product is
sold and provided by Datto, Inc. or one of its subsidiaries or affiliates (“Datto”) directly to the reseller/managed service provider (“Administrator”) who will (a) use
and manage the Product on your behalf with your Content; and who may also (b) authorize you to access, use or manage the Product yourself, either through the
Product interface or through a portal account, in which case you will be considered an additional authorized administrator of the Product.
1. RIGHTS TO THE PRODUCT
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You acknowledge that Datto and its licensors own all intellectual property rights in and to the Product. You will not engage in or authorize any activity that is
inconsistent with such ownership. The Product may involve the use of third party technology licensed by Datto, the use of which is subject to such third parties’
license or other end user customer terms.
2. DATTO’s RIGHTS AND RESPONSIBILITIES REGARDING CONTENT
a. Datto’s Use of Content. Datto will use Content only as necessary to provide and support the Product and will not otherwise access Content other than as
permitted herein, as described in the Datto Privacy Policy, or as authorized by an Administrator for support.
b. Datto’s Rights. In the event that Datto reasonably believes Content or related Product use violates these terms, may disrupt or threaten the operation or security
of any computer, network, system or the Product, or may otherwise subject Datto to liability, Datto reserves the right to refuse or disable access to the Product or
Content. Datto may also take such action pursuant to the Digital Millennium Copyright Act and/or as required to comply with law or any judicial, regulatory or other
governmental order or request. Datto will use reasonable efforts to contact the Administrator prior to taking such action. Notwithstanding the foregoing, Datto may
restrict access to any Product or Content without prior notice as required to comply with law or any judicial, regulatory or other governmental order or request. In
the event that Datto takes any such action without prior notice, Datto will provide notice to the Administrator, unless prohibited by law.
c. Use of Aggregate Data. Notwithstanding anything else in these Terms or otherwise, Datto may evaluate and process use of the Product and Content in an
aggregate and anonymous manner, meaning in such a way that the individual is not or no longer identified or identifiable and compile statistical and performance
information related thereto (referred to as “Aggregate Data”). Datto may use, process and share such Aggregate Data with third parties to improve the Products,
develop new products, understand and/or analyze usage, demand, and general industry trends, develop and publish white papers, reports, and databases
summarizing the foregoing, and generally for any purpose related to Datto’s business. Datto retains all intellectual property rights in Aggregate Data. For clarity,
Aggregate Data does not include any personally identifiable information nor identify any End User or individual.
d. Right to Change Products. Datto may make changes to its Products through updates and upgrades that offer new features, functionality, and efficiencies
("Enhancements"). Datto reserves the right to add new Products and Enhancements and to replace or discontinue Products or Enhancements at any time.
e. Right to Interact with Products. You agree that Datto may and you hereby authorize Datto to interact remotely with any deployed Product in order to test,
troubleshoot, update, analyze use of or modify the Product or the environment in which it operates.
3. ADMINISTRATOR
a. Datto’s Relationship with Administrators. Datto will interact with the Administrator(s) you appoint to operate and manage use of the Product with your Content.
You expressly agree that Datto may rely on the instructions and authorization of the Administrator with respect to use and support of the Product and access and
control of your Content. You are not a third party beneficiary of any agreement between Datto and an Administrator. An Administrator is not an agent of Datto and
is not authorized to make any representations or warranties on behalf of Datto regarding the Product or its use.
b. Your Relationship With Administrators. You are responsible for instructing and authorizing the Administrator with respect to use of the Product including backup
settings, management, retention and deletion of Content, and transition of Product or Content to a different Administrator, and transition assistance and
cooperation upon termination or expiration of any relationship between or among Administrator, you and/or Datto.
4. YOUR DIRECT USE OF A PRODUCT
If the Administrator authorizes you to access or use a Product directly, through the Product interface or through a portal account, you are responsible for all actions
you take with respect to use of the Product including backup settings and management, retention and deletion of Content and Datto may rely on your instructions
as an authorized administrator of the Product. Any support for the Product is provided to you by the Administrator and not directly by Datto.
5. SECURITY
a. Datto’s Security Measures. Datto has implemented and maintains physical, technical and administrative measures designed to help secure Content under
Datto’s control against accidental or unlawful loss, access or disclosure. However, no password-protected system of data storage and retrieval can be made
entirely impenetrable and you acknowledge and agree that despite the reasonable measures employed, the Products and Content are not guaranteed against all
security threats or other vulnerabilities.
b. Administrator’s Security Measures. You acknowledge and agree that the Administrator you authorize to manage use of the Product on your behalf has access to
and manages your Content. You and/or the Administrator are responsible, and in no event will Datto be responsible, for any physical, administrative, or technical
controls related to Products or Content not under the exclusive control of Datto, including but not limited to local Product access, passwords or other access
credentials, LAN or internet connectivity. You and/or the Administrator are responsible for the proper configuration and maintenance of security measures and for
determining the security measures appropriate for the Content, including local encryption of sensitive Content.
6. INDEMNIFICATION
You will defend, indemnify and hold harmless Datto from and against any loss, cost, liability or damage, including attorneys’ fees, for which Datto becomes liable
arising from any claim relating to your Content, including if it a) infringes or misappropriates the intellectual property rights or other rights of a third party; b) violates
any applicable law; or c) otherwise is in violation of these End User Terms or the applicable Product Terms of Use.
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7. LIMITATIONS OF LIABILITY
THE DATTO PRODUCT, INCLUDING ANY THIRD PARTY COMPONENTS OR TECHNOLOGY, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, DATTO DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM
INTEGRATION, DATA ACCURACY, DATA SECURITY, QUIET ENJOYMENT, TITLE, AND/OR NON-INFRINGEMENT OR ANY WARRANTIES ARISING OUT OF
ANY COURSE OF DEALING OR USAGE OF TRADE. DATTO DOES NOT WARRANT THAT THE PRODUCT WILL MEET ANY SPECIFIC REQUIREMENTS OR
THAT THE OPERATION OF ANY PRODUCT WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
DATTO MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PRODUCT’S COMPLIANCE WITH LAWS AND REGULATIONS SPECIFICALLY
APPLICABLE TO ANY USER OR INDUSTRY AND DISCLAIMS ALL LIABILITY ASSOCIATED THEREWITH.
THE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER RISKS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. DATTO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH
PROBLEMS.
DATTO DISCLAIMS ANY DUTIES OF A BAILEE, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (ARISING UNDER COMMON LAW
OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, TRANSMISSION OR SHIPMENT OF CONTENT BY OR ON BEHALF OF
DATTO.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL DATTO OR ANY DATTO LICENSOR OR SUPPLIER BE LIABLE FOR ANY DIRECT,
INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR COSTS, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR
DAMAGED DATA OR THE COST OF RECREATING THE SAME, EVEN IF DATTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT WILL DATTO BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DATTO, ANY RESELLER, ADMINISTRATOR OR OTHER PARTY WILL CREATE ANY
ADDITIONAL DATTO WARRANTIES, ABROGATE THE DISCLAIMERS SET FORTH ABOVE OR IN ANY WAY INCREASE THE SCOPE OF DATTO’S
OBLIGATIONS HEREUNDER.
SCHEDULE I to BCDR End User Terms - Applicable only to Products using StoragecCraft Technology
MSP SERVICES AGREEMENT MINIMUM CUSTOMER TERMS TERMS AND CONDITIONS REGARDING USE OF STORAGECRAFT SOFTWARE: This
document concerns your use of StorageCraft Technology ("StorageCraft") software provide to you by [_________________________________] (hereinafter
referred to as "Company"). Company will provide software services to you as described below, which may include associated media, printed materials, and "online"
or electronic documentation, including certain StorageCraft software products that it offers on an MSP basis, including without limitation ShadowSnap®(individually
and collectively, the "Licensed Software"). Company does not own the Licensed Software and its use is subject to certain rights and limitations of which Company
needs to inform you. Your right to use the Licensed Software is subject to your customer service agreement ("agreement") with Company and your compliance with
and consent to the following terms and conditions, which Company does not have authority to alter or amend.
OWNERSHIP OF LICENSED SOFTWARE. The Licensed Software is licensed to Company by StorageCraft. All title and intellectual property rights in and to the
Licensed Software are owned by StorageCraft or its licensors. The Licensed Software is protected by copyright laws and international copyright treaties, as well as
other intellectual property laws and treaties. Your possession, access, or use of the Licensed Software does not transfer to you any ownership right to the Licensed
Software.
COPIES. You may not make any copies of the Licensed Software. You must uninstall, erase or destroy all Licensed Software installed on your computer(s) upon
termination or cancellation of your agreement with Company, notice from Company, or transfer of your computer(s) to another person or entity, whichever occurs
first. You may not copy any printed materials accompanying the Licensed Software.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Licensed
Software, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Licensed Software to any third party, and you may not permit
any third party to have access to and/or use the functionality of the Licensed Software.
TERMINATION. Without prejudice to any other rights, Company may suspend or terminate your rights to use the Licensed Software if you fail to comply with these
terms and conditions. Further, your rights to use the Licensed Software may be suspended or terminated in the event that Company violates its agreement with
StorageCraft or that Agreement is otherwise terminated. In the event of suspension, termination or cancellation, the functionality of the Licensed Software may
cease, the Licensed Software may deactivate, and/or you may be required to stop using the Licensed Software and destroy all copies of the Licensed Software
and all of its component parts.
COOPERATION. Upon termination of your rights to use the Licensed Software, you will cooperate in: (a) removing or deactivating all copies of the Licensed
Software from your computers on which it is installed; and (b) returning or destroying all media containing the Licensed Software.
NO WARRANTIES, LIABILITIES, OR REMEDIES BY STORAGECRAFT.ANY WARRANTIES, LIABILITY FOR DAMAGES, AND REMEDIES ARE PROVIDED
SOLELY BY COMPANY AND NOT BY STORAGECRAFT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU DISCLAIM ALL WARRANTIES BY
STORAGECRAFT AND ANY LIABILITY BY STORAGECRAFT OR ITS SUPPLIERS FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR
CONSEQUENTIAL, ARISING FROM THE USE OF THE LICENSED SOFTWARE OR YOUR AGREEMENT OR RELATIONSHIP WITH THE COMPANY.
PRODUCT SUPPORT. Any product support for the Licensed Software is provided to you by Company and not by StorageCraft.
NO-FAULT TOLERANT. THE LICENSED SOFTWARE CONTAINS TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED,
MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE LICENSED SOFTWARE COULD
LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
EXPORT RESTRICTIONS. The Licensed Software is of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international
and national laws that apply to the Licensed Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination
restrictions issued by U.S. and other governments.
UNITED STATES GOVERNMENT RESTRICTED RIGHTS RESTRICTED RIGHTS LEGEND. All StorageCraft products and documentation are commercial in
nature. The Licensed Software and associated documentation are "Commercial Items", as that term is defined in 48 C.F.R. section 2.101, consisting of
"Commercial Computer Software" and "Commercial Computer Software Documentation", as defined in 48 C.F.R. section 252.227-7014(a)(5) and 48 C.F.R. section
252.227-7014(a)(1), and used in 48 C.F.R. section 12.212 and 48 C.F.R. section 227.7202, as applicable. Consistent with 48 C.F.R. section 12.212, 48 C.F.R.
Page: 21 of 26Quote #000652 v1
307 SW 18th Street
Ste. 13
Bentonville, Arkansas 72712
www.tektrendz.com
479-6968268
Additional Terms
section 252.227-7015, 48 C.F.R. section 227.7202 through 227.7202-4, 48 C.F.R. section 52.227-14, and other relevant sections of the Code of Federal
Regulations, as applicable, the Licensed Software and documentation are licensed to United States Government end users with only those rights as granted to all
other end users, according to the terms and conditions contained in the end user license agreement.
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307 SW 18th Street
Ste. 13
Bentonville, Arkansas 72712
www.tektrendz.com
479-6968268
3-Year Managed Services Renewal 11/1/2024
Prepared by:Prepared for:Quote Information:
TekTrendz - NWA Experience Fayetteville Quote #: 000652
Bill Wheeler
bwheeler@tektrendz.com
21 South Block Ave, STE 100
Fayetteville, AR 72701
Amy Stockton
(479) 935-4709
astockton@experiencefayetteville.com
Version: 1
Delivery Date: 09/05/2024
Expiration Date: 10/04/2024
Quote Summary
Description Amount
MANAGE Recurring Services $0.00
Total:$0.00
Monthly Recurring Summary
Description Amount
MANAGE Recurring Services $3,776.23
Monthly Total:$3,776.23
Payment Options
Description Payments Interval Amount
Term Options
36 Months 36 Monthly $3,776.23
Page: 23 of 26Quote #000652 v1
307 SW 18th Street
Ste. 13
Bentonville, Arkansas 72712
www.tektrendz.com
479-6968268
Summary of Selected Payment Options
Description Amount
Term Options: 36 Months
Selected Recurring Payment $3,776.23
Total of Recurring Payments $135,944.28
The Services will commence, and billing will begin, on a date to be provided to you by TekTrendz which will be no more than ten (10) days
from the Effective Date of this SOW (“Commencement Date”). We reserve the right to delay the Commencement Date until all
onboarding/transition services (if any) are completed, and all deficiencies / revisions identified in the onboarding process (if any) are
addressed or remediated to TekTrendz satisfaction.
The Services will continue for an initial three (3) year term (“Initial Term”) until terminated as provided in the Agreement or this SOW, below.
Renewal - After the expiration of the Initial Term, this SOW will automatically renew for a period of (1) one year, unless either party notifies
the other of its intention to not renew the Services no less than sixty (60) days before the end of the then-current term.
Pricing information is a non-publishable trade secret. Customer agrees to keep this information confidential and to not disclose such
information to third parties without prior written approval from TekTrendz.
Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors.
TekTrendz - NWA Experience Fayetteville
Signature:
Name:Bill Wheeler
Title:Business Development
Date:09/05/2024
Signature:
Name:Molly Rawn
Date:
Page: 24 of 26Quote #000652 v1
307 SW 18th Street
Ste. 13
Bentonville, Arkansas 72712
www.tektrendz.com
479-6968268
Managed Environment Schedule
MANAGE Infrastructure
Network Firewall
Manufacturer Model Name Serial Location
Wireless Network SSID
Manufacturer SSID Location
Phone System
Manufacturer Model Name Serial Location
Server
Manufacturer Model Name Serial Location
MANAGE Workstations
Workstations
Manufacturer Model Name Serial Location
Page: 25 of 26Quote #000652 v1
307 SW 18th Street
Ste. 13
Bentonville, Arkansas 72712
www.tektrendz.com
479-6968268
Managed Environment Schedule
Page: 26 of 26Quote #000652 v1