Introduction

This document specifies the Terms and Conditions under which ROCKIT Solutions, LLC of St Augustine, FL (hereinafter referred to as “The Provider”) shall provide IT Services (“Services”) to The Client (hereinafter as “The Client”). These Terms of Service outline the scope of services, responsibilities of both The Provider and The Client, payment terms, ownership rights, and other relevant provisions. These Terms and Conditions are a set of provisions that constitute a service agreement in cases where The Client holds no other service agreements with The Provider.

Non-Disclosure/Confidentiality

Confidential Information is defined as information disclosed or discovered by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information may include, but not be limited to:

• Trade secrets: This can include any confidential business information that provides a company with a competitive advantage, such as formulas, designs, processes, or customer lists.
• Intellectual property: This can include patents, copyrights, trademarks, and other types of intellectual property that are confidential.
• Financial information: This can include confidential financial statements, budgets, and forecasts.
• Technical information: This can include confidential technical data, specifications, or blueprints.
• Customer or client information: This can include confidential customer or client lists, sales data, or other customer or client information.

Obligations of Receiving Party

Receiving Party agrees to hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information from unauthorized disclosure, including, without limitation, disclosing such Confidential Information only to employees, contractors, and agents who need to know such information for the purpose of providing or receiving the Services and who are bound by confidentiality obligations at least as protective as those outlined in this agreement. Receiving Party shall not use any Confidential Information for any purpose other than as necessary to perform its obligations or exercise its rights under this agreement. The confidentiality obligations outlined in this clause shall survive the termination or expiration of this agreement for one (1) year.

Exceptions

Receiving Party’s obligations under this clause shall not apply to any information that:

• Is or becomes publicly available through no fault of Receiving Party.
• Was rightfully in Receiving Party’s possession without obligation of confidentiality prior to its disclosure by Disclosing Party.
• Is rightfully received by the Receiving Party from a third party without restriction on use or disclosure.
• Is independently developed by Receiving Party without reference to or use of Disclosing Party’s Confidential Information.
• Is required to be disclosed by law, court order, or governmental authority, provided that the Receiving Party provides prompt notice to the Disclosing Party to enable Disclosing Party to seek a protective order or otherwise prevent such disclosure.

Return or Destruction of Confidential Information

Upon termination or expiration of this agreement, Receiving Party shall promptly destroy all Confidential Information in its possession, custody, or control, and certify in writing to Disclosing Party that it has done so, except to the extent that Receiving Party is required to retain copies of such Confidential Information for legal, regulatory, or compliance purposes.

Intellectual Property Rights

The Provider and The Client acknowledge that all intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other forms of intellectual property (collectively, “Intellectual Property”) arising out of or in connection with the Services provided under this Agreement, shall be treated as follows:

• Ownership of Pre-existing Intellectual Property: Each Party retains all rights, title, and interest in and to its pre-existing Intellectual Property. Nothing in this Agreement shall be construed to transfer ownership of such pre-existing Intellectual Property from one Party to the other.
• Ownership of Developed Intellectual Property: All Intellectual Property developed while performing the Services under this Agreement, including all IT support processes, IT support techniques, technical documentation, network diagrams, support/technical innovations, user permissions, management software, support tickets, ticket history, and technical know-how, shall be the exclusive property of The Provider. The Provider shall ensure that its employees, contractors, and agents are bound by written agreements that secure the rights provided for in this clause.
• Assignment of Intellectual Property Rights: The Provider agrees to assign The Client all business-critical documentation including passwords to continue business in the event services are terminated.   
• License Grant: If any pre-existing intellectual property or proprietary tools owned by The Provider are used or incorporated in the development of the new intellectual property, The Provider grants The Client a royalty-free license to use these elements as part of the developed intellectual property for the duration of this agreement. The ownership of these pre-existing elements remains with The Provider.”
• Protection of Intellectual Property: Both Parties agree to take all reasonable steps to protect the other Party’s Intellectual Property rights and to prevent any unauthorized use, disclosure, or distribution thereof. Each Party shall notify the other promptly of any unauthorized use or disclosure of the other Party’s Intellectual Property of which it becomes aware.
• Return or Destruction of Materials: Upon termination or expiration of this Agreement, each Party shall, upon the request of the disclosing Party, return or destroy (at the disclosing Party’s option) all materials containing the other Party’s Intellectual Property.
• This Intellectual Property clause shall survive the termination or expiration of this Agreement.

Scope of Services

The Provider services may include, but are not limited to:

• Hardware – Support, repair, upgrade, or replacement.
• Software – Support, installation, upgrade, and subscription.

A detailed Scope of Services will be detailed and provided inside of a Statement of Work, Scope of Work, and/or Quote from The Provider to The Client. The Client is required to agree to the mentioned document(s) by ink or digital signature.

Minimum Standards Required for Services

The Client’s existing environment must meet or exceed the below standards to qualify for service based on industry standards:

• All Servers must run Microsoft Server Operating System 2016.
• All Desktop/Notebooks/Laptops must run Microsoft Windows 10 Professional or later.
• All Mac Devices must run macOS 12 Monterey or later.
• All Software must be Genuine, Licensed, and Vendor Supported.

Supportable Hardware/Software

The Client agrees to maintain warrantied hardware and properly licensed software. Supportable hardware is essential for reliability, security, compatibility, compliance, vendor support, and long-term sustainability. Properly licensed software ensures compliance with copyright laws, licensing agreements and provides access to vendor support services, including updates, patches, and technical assistance.

• The Client accepts all liability for using unlicensed/unauthorized software, including legal consequences, fines, and penalties.
• The Provider will deem hardware or software unsupportable if it lacks the proper manufacturer warranty or licensing.
• The Provider can deny support for personally owned equipment, home network issues, custom-built hardware or software applications, and End of Support hardware and software.
• The Provider reserves the right to deny support for any 3rd party owned software/hardware solutions.

IT Environments

The Provider shall not be held responsible for the operational status or performance of any systems or components that The Client purchases independently without our direction or guidance.  The Provider’s support and services are limited to the systems and components that we have directly advised on or deployed. The Provider will not co-manage IT environments with the Customer or 3rd party unless negotiated as a special circumstance. Administrative access credentials to the IT Environments will be handled as Confidential information.

Hardware and Software Purchases

All sales are final once The Client approves The Provider’s quote. Cancellations, exchanges, returns, or refunds are only permitted if a material error affects the product’s usability or price. Such errors must be reported within ten days of quote approval. The Provider may, at our discretion, correct or resolve the issue to meet the original product’s intent, potentially entitling The Client to cancel, exchange, or receive a refund. The use case/usability of all hardware and software will be outlined in The Provider’s scope of work.

Client Supplied Hardware and Software

The Provider reserves the right to decline the installation of any hardware or software purchased by the Client from a third party, at its own discretion. If the Provider does choose to install such third-party products, it does so without providing any express or implied warranties to Client. If the Client purchases software or hardware from the Provider, the purchased products will still be subject to all warranties provided by the manufacturers.

Service-Level Agreement (SLA)

All Services offered under these Terms of Service are considered “best efforts,” and The Provider will act with the utmost diligence, commitment, and good faith to fulfill the obligations. All Service-Level Agreements will be further defined in accompanying agreements where applicable. 

Recurring Conditions

The Provider will assess recurring issues reported within three (3) business days of a service call at no additional charge. However, if alterations or non-compliance with instructions by The Client or its representatives are determined as the cause, standard service fees will apply for addressing the problem.

Force Majeure & Malicious Acts

The Provider shall not be liable for any loss, damage or failure due to causes beyond its control, including strikes, riots, earthquakes, epidemics, wars, fires, floods, weather, power failure, telecommunications and/or internet interruptions, the failure or closure of a financial institution, computer malfunctions, acts of God or any other failure, interruption or error not directly caused, or reasonably anticipated.

Client Payment Terms

The Provider will invoice The Client for the following:

• Services rendered on a one-time, monthly, or project milestone basis, unless otherwise specified.
• Invoice for hardware purchases once the product has been approved by The Client.

Service Rates

The Client agrees that services are delivered at published hourly rates, unless otherwise defined in subsequent agreements. Rates are subject to change and can be found at: https://ROCKITstaugustine.com/rates. Any rate changes will be announced in advance during quarterly business reviews.

Support Hours

Our service hours are Monday through Friday 8:00 am EST to 5:00 pm EST. Special arrangements can be made for services to be completed outside of those hours, which are subject to additional service charges and prior, written authorization between both parties. While our offices are closed, our team is available, rates are subject to change and can be found on: https://ROCKITstaugustine.com/rates.

Travel Charges

The Provider will not charge for Travel if The Client’s business address is in St. Johns County, Florida. Travel charges will apply outside of St. Johns County, Florida, and may include mileage, hotel, airfare, rental car and per diem. Charges are subject to change and can be found at: https://ROCKITstaugustine.com/rates.

Payments/Due Date

Each invoice shall include a detailed breakdown of the Services provided and the corresponding charges. All invoices are due upon receipt. If The Client wishes to have NET30 terms, they must authorize ACH automated payments. Invoices paid by any other payment method are due on receipt and considered late after ten (10) days. Payments must be made in US dollars and can be processed via credit card, paper check, or ACH transfer. The Client is responsible for all transaction fees incurred from the selected payment method.

Late Payments

If the Client fails to make payment by the due date, the Client agrees to pay a late fee of $25.00 per month, compounded monthly, or the maximum rate permitted by law, until the invoice is paid in full. The Provider reserves the right to suspend or terminate the Services in the event of non-payment by the Client.

Disputed Invoices

If The Client disputes any portion of an invoice, The Client shall notify Provider in writing within ten (10) days of receiving the invoice, providing detailed reasons for the dispute in writing. Both parties shall work together in good faith to promptly resolve any disputed invoices. If a resolution cannot be reached through negotiations, the matter may be escalated to mediation or arbitration as outlined in the original contract or agreed upon by both parties.

Account Suspension

Accounts can be suspended for policy violations, fraudulent activities, abusive behavior, security breaches, intellectual property infringement, and past-due financial standing.

Taxes

The Client is responsible for any applicable taxes, duties, or other governmental charges related to the Services provided under this agreement. Sales Tax is applied to invoices in accordance with federal, state, and local government regulations. Sales Tax rates are calculated based on The Client’s billed location. Sales Tax is applied to all hardware sales and associated labor. Sales Tax is applied to software sales as applicable.

Mandatory Reporting

It is mandatory under relevant Federal and State law for the Provider to report any discovered files, images, or other media on Client Hardware, Software or any other medium that contain inappropriate sexual content, documented plans or acts of violence, verbal or physical abuse, assault, sexual abuse, harassment, bullying, fighting, harassment, intimidating behaviors, or any other alarming situation or conduct. These reports will be filed with or without notice to the Client.

Data Usage Policy

Information that you provide directly to us. This information may include your name, email address, phone number, and any other contact details you choose to provide. We may also collect certain information automatically through our services, including your usage details, IP addresses, and device information.

The information we collect is used in various ways, including to:

• Provide, maintain, and improve our services.
• Communicate with you about your account, our services, and other customer service issues.
• Conduct research and analysis to better understand our customers and to enhance our services.
• We may use your contact information to send you promotional messages and information about our services that we think may be of interest to you. You may opt out of receiving these communications at any time.
• We may share information about you with vendors, consultants, and other service providers who need access to such information to carry out work on our behalf or in response to a request for information if we believe disclosure is in accordance with, or required by, any applicable law, regulation, or legal process.
• Account Information: You may update, correct, or delete information about you at any time by calling or emailing.
• Marketing Communications: If you do not wish to receive promotional communications from us, you can opt out by following the instructions in those messages.

Data Security

We implement a variety of security measures designed to maintain the safety of your personal information. However, no security system is impenetrable, and we cannot guarantee the security of our databases, nor can we guarantee that the information you supply will not be intercepted while being transmitted to us over the Internet.

Limitation of Liabilities

The Provider shall not be liable for any direct indirect, incidental, special, or consequential damage arising from or connected with services, including loss of data, profit or business interruption. The Client acknowledges that the internet and technology are not entirely secure, and The Provider cannot guarantee the security of The Client’s data against unauthorized access or hacking. The Provider shall not be responsible for failures to provide service for any if the following exclusions exist:

• Problems caused by resources on The Client’s network that interfere with the service.
• Changes made to The Client network not communicated to The Provider.
• Loss of internet connectivity to The Client site for any reason.
• Service failures that result from any actions or inactions of The Client contrary to The Providers recommendation.

Insurance Coverage

The Client is required to maintain insurance coverage at 100% of the replacement value for all computer hardware and software on their premises. This insurance is necessary to protect against any unexpected incidents or damage. The Provider may, at their discretion, request copies of the insurance coverage at any time for any reason. It is important for The Client to note that they are responsible for ensuring adequate insurance coverage for their IT equipment and data. The Provider will not be held liable for any damage to The Client’s IT equipment or data except for cases of gross misconduct or negligence. The Client acknowledges and accepts all risks of damage, including accidents or natural disasters, and releases The Provider from any associated liabilities. It is the Client’s decision to carry adequate insurance, and failure to do so may result in potential consequences.

Indemnification

The Client shall indemnify and hold harmless The Provider from and against any claims, damages, or liabilities arising from the management of the IT services, except for cases of gross misconduct or negligence by The Provider. 

Choice of Law & Venue

This agreement shall be governed by and construed in accordance with the laws of the State of Florida. Disputes arising under this agreement shall be resolved through binding arbitration in the jurisdiction of St Johns County, FL.

Dispute Resolution

Negotiation

In the event of any dispute arising under or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations. Each party shall appoint a designated representative who has the authority to settle the dispute. This negotiation shall commence within ten (10) days of either party sending to the other a written notice of the dispute. The parties shall use their best efforts to resolve the dispute through this negotiation process within thirty (30) days of the commencement of negotiations.

Mediation

If the dispute cannot be resolved through negotiation within the time frame specified above, the parties agree to submit the dispute to mediation before resorting to arbitration. The mediation shall be conducted under the rules then prevailing of the American Arbitration Association (or any other organization agreed upon by the parties). The parties will share equally the costs of the mediation. The mediation shall be conducted by one mediator selected by the parties. The mediation shall take place in St. Johns County, Florida, and shall be conducted confidentially. The parties agree to participate in the mediation in good faith with the intention to resolve the dispute. If the dispute is not resolved within sixty (60) days after the initiation of mediation, either party may then proceed to arbitration.

Binding Arbitration

If the dispute is not resolved through negotiation or mediation, the parties agree that the dispute shall be resolved by binding arbitration, to be conducted by a single arbitrator. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (or any other organization agreed upon by the parties). The arbitrator shall be selected by mutual agreement of the parties or, failing such an agreement, in accordance with the rules of the selected arbitration organization. The arbitration shall take place in St. Johns County, Florida. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, arbitration fees, and administrative costs).

This dispute resolution clause shall survive the termination or expiration of this Agreement.

Assignment and Succession

This Agreement shall not be assignable by the Client without the prior written consent of The Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment without such consent shall be null and void.

Change of Control

In the event of a Change of Control of the Client, where “Change of Control” means any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of The Client, or any merger, consolidation, or other transaction of The Client with or into another entity after which The Client is not the surviving entity, the terms of this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Upon a Change of Control, the new controlling party or entity shall have the option to either continue to honor this Agreement under the terms and conditions in effect at the time of the Change of Control OR terminate this Agreement upon payment of a buyout fee. The buyout fee is calculated as the sum of the following:

• Five (5) months of recurring services OR the remaining contract value, whichever is less.
• All unpaid amounts due to The Provider.
• Any additional costs, to include SaaS and/or services, incurred by The Provider due to the termination.

Notification and Exercise of Option

The Provider shall notify The Client of an impending Change of Control at least ninety (90) days prior to the effective date of such transaction, under strict NDA guidelines to avoid business impact. In this scenario the Client may elect to submit an early termination notice. This termination notice would fall under the Early Termination by The Client clause, though Early termination fees of five (5) months of recurring services will be waived. The Client will be required to pay for the remaining ninety (90) days of service plus any additional costs to include SaaS and/or services, incurred by The Provider due to the termination.

Enforcement

Failure by the Client or its successors to comply with the terms of this section shall be deemed a material breach of this Agreement, entitling The Provider to terminate this Agreement and to pursue any legal remedies available.

Prior Agreements

This Agreement supersedes all prior agreements and understandings (whether written or oral) between The Provider and The Client with respect to the subject matter hereof.

Severability

If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the part, term or provisions held to be illegal or invalid.

Mutual Non-Recruitment Clause

During the term of this Agreement and for a period of twelve (12) months thereafter, both The Client and The Provider mutually agree not to directly or indirectly solicit, recruit, hire, or engage as an employee, contractor, consultant, or in any other capacity, any individual who is currently employed by the other party or who was employed by the other party at any time during the twelve (12) months immediately preceding the termination of this Agreement. In the event of a breach of this provision by either party, the breaching party will be legally obliged to make a one-time payment to the non-breaching party equal to one hundred percent (100%) of the employee’s base annual salary.