Sentinel Technology

SenTech IT Services Agreement


This IT Services Agreement (the “Agreement”) is entered into by and between Sentinel Technology LLC (the “Provider”), and (the “Company,” and together with the Provider, the “Parties”) to provide information technology support and maintenance (the “Services”).

RECITALS

WHEREAS, the Company is engaged in family entertainment center business ownership and operations; and

WHEREAS, the Provider is engaged in the business of maintaining, configuring, troubleshooting, and managing installed information technology systems (“Services”); and

WHEREAS, the Company desires to have the Provider as an independent contractor to provide Services for on the terms and conditions set forth below; and

WHEREAS, the Provider wishes to provide Services and agrees to do so under the terms and conditions of this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:

1. PURPOSE.

The Company hereby engages the Provider, and the Provider hereby accepts such engagement, to perform the services described in Exhibit A attached hereto and made a part hereof, in connection with the Services.

2. COMPENSATION.

The total compensation for the Services shall be as set forth in Exhibit A hereto. Payments shall be made according to the payment schedule set forth in Exhibit A hereto.

3. TERM.

This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, with a month-to-month term (the “Term”). The agreement is entered into when the Company purchases a subscription from the Provider website. The Agreement will renew automatically on a month to month basis thereafter unless the Company cancels on the Provider website.

4. TERMINATION.

  1. Types of Termination. This Agreement may be terminated:

    1. By Provider on provision of 30 days’ written notice to the Company.

    2. By Company on provision of cancelling through the website. After cancellation, all terms and services set forth in this Agreement and Exhibit A will continue until the end of the Company’s 30-day billing period. No refunds will be provided.
    3. By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within 30 days of receipt of written notice thereof.
  2. Responsibilities after Termination. Following the termination of this Agreement for any reason, the Company shall promptly pay the Provider according to the terms of Exhibit A for Services rendered before the effective date of the termination (the “Termination Date”). The Provider acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement.

5. RESPONSIBILITIES.

  1. Of the Provider. The Provider agrees to do each of the following:

    1. Maintain Franchisee IT systems and services detailed in Exhibit A to this Agreement.

    2. Devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner.

    3. Perform the Services in a workmanlike manner and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel.

    4. Use commercially reasonable efforts to ensure IT systems remain functional and operating.

    5. Maintain password secrecy and notify the Company immediately of any loss or theft of passwords or if the confidentiality of any password has been compromised.

  2. Of the Company. The Company agrees to do each of the following:

    1. Engage the Provider to maintain its IT systems as further detailed in Exhibit A to this Agreement.

    2. Provide all assistance and cooperation to the Provider in order to enable the Provider to ensure the IT systems remain functional and up to date.

    3. Maintain password secrecy and notify the Provider immediately of any loss or theft of passwords or if the confidentiality of any password has been compromised.

    4. Make any changes or additions to the Company’s current systems, software, and/or hardware that may be required to support the maintenance of the corporate IT systems and services.

6. CONFIDENTIAL INFORMATION.

The Provider agrees, during the Term and 3 years thereafter, to hold in strictest confidence and not to use, except for the benefit of the Company or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the Company, any Confidential Information of the Company. “Confidential Information” means any of the Company’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Provider by the Company either directly or indirectly. The Provider may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with the Company’s personnel or authorized representatives or for any other purpose the Company may hereafter authorize in writing.

7. PARTIES’ REPRESENTATIONS AND WARRANTIES.

  1. The Parties each represent and warrant as follows:

    1. Each Party has the full power, authority, and right to perform its obligations under the Agreement.

    2. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).

    3. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.

  2. The Provider hereby represents and warrants as follows:

    1. The Provider has the sole right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed.

    2. The Provider has the experience and ability to perform the Services required by this Agreement.

    3. The Provider has the right to perform the Services required by this Agreement at any place or location, and at such times as the Provider shall determine.

    4. The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Provider shall obtain all permits or permissions required to comply with such laws, rules, or regulations.

  3. The Company hereby represents and warrants as follows:

    1. The Company will make timely payments of amounts earned by the Provider under this Agreement and as detailed in Exhibit A

    2. The Company shall notify the Provider of any changes to its systems affecting the Provider’s obligations under this Agreement at least 45 days prior to implementing such changes.

    3. The Company shall provide such other assistance to the Provider as it deems reasonable and appropriate.

8. SUPPORT REQUESTS.

The Company will submit support requests through the standard channels outlined in Exhibit A.

9. SECURITY.

The Provider must take commercially reasonable steps to prevent unauthorized access to the IT systems and any of the Company’s Confidential Information, including, but not limited to, any data collected on the IT systems.

10. INDEMNIFICATION.

Of Provider by Company. The Company shall indemnify and hold harmless the Provider from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) its maintenance or usage of the Company’s IT systems in connection with the carrying out of its duties under this Agreement or (ii) the Company’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inaction of the Provider.

11. AMENDMENTS.

No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

12. ASSIGNMENT.

The Company and the Provider may not, without the written consent of the other Party, assign, subcontract, or delegate its obligations under this Agreement.

13. LIMITED LIABILITY.

The Provider is not responsible for lost profit, costs associated with system downtime due to hardware or software issues, damaged equipment, or losses associated with malware, ransomware, phishing attacks, virus attacks, or other causes. In no event is the Provider responsible for damages in excess of the amount received for services found in this contract in the prior 6 months.

14. FORCE MAJEURE.

A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

  1. notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and

  2. use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

15. ARBITRATION.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial or other Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

16. NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

17. NOTICE.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:

If to the Company:




If to the Provider:

Sentinel Technology LLC
3941 Park Dr #20562
El Dorado Hills, CA 95762

18. GOVERNING LAW.

This Agreement shall be governed by the laws of the state of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

19. COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

20. SEVERABILITY.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

21. ENTIRE AGREEMENT.

This Agreement, together with Exhibit A hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

22. HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

EXHIBIT A

DUTIES, COMPENSATION, AND SERVICES

1. SERVICES.

In exchange for the Maintenance Fee, as defined in Section 2 below, the Provider will provide the following services:

  1. The Provider remotely maintains key IT cloud-based systems, including, POS server software, CCTV system and cameras, digital signage, network equipment, computer equipment, the franchisor approved phone system, and other systems that are remotely accessible. The Provider will perform maintenance services or repairs reasonably necessary to maintain the operation of the IT systems including add/modify/remove access, software updates, content updates, troubleshooting, and configuration updates.

  2. The Provider will troubleshoot key on-premises systems for the Company by working directly with local employees of the Company, including, anything that required in-person actions on computer or network hardware that the Provider has access to. Should equipment fail, the Provider will offer, at additional cost, replacement hardware to the Company delivered by a shipping company.

  3. The Provider will engage other vendors that have a support obligation or specific expertise as needed in the performance of the work.

2. SERVICING SUPPORT REQUESTS.

  1. The Provider will prioritize Business Impacting Problems and important Company projects over Non-Urgent problems.

  2. The Provider will maintain regular hours for support. Types of support services available are determined by the time and day of the week.

    1. Regular support hours are Monday through Friday 8 AM PST to 5 PM PST. The Provider will be available by phone, email, and website.

    2. After Hours support is available for Business Impacting Problems weekdays between 6 AM PST and 8 AM PST, and 5 PM PST and 8 PM PST, and Saturdays between 8 AM PST and 5 PM PST.

    3. The Provider will make best effort to be available outside of these hours for Business Impacting Problems but makes no guarantees.

  3. The Provider will provide a trouble-ticketing system for submission of support requests by corporate and corporate park employees. Trouble ticket submissions will be through the following mechanisms.

    1. Web trouble ticket submission at https://sentech.us.

    2. Email trouble ticket submission at support@sentech.us.

    3. Phone support at 1-800-658-1838.

3. EXCLUDED SUPPORT.

While Provider will make every effort to assist the parks with electronic equipment, the provider does not claim to have expertise in or provide support for the following.

  1. Systems for which the Provider has no access, including, ATMs, safes, video games, alarm systems, thermostats, and other systems. For this support, the Company should contact the vendor directly.

  2. The Provider does not support audio/visual systems, including, audio equipment, and TVs.

  3. On-site installation and maintenance are not supported.

4. COMPENSATION.

As compensation for the Services, the Company agrees to pay the Provider, the “Maintenance Fee” offered in the webpage subscription by credit card on a monthly basis. If there is an outstanding balance due the Provider from the Company when the subscription is purchased, the Provider will charge the Company credit card at the time of the subscription purchase. There will be a 30-day notice of any fee increase.

5. ON-SITE VISITS.

While on-site support is not provided by this contract, it may be requested from the Company for an additional fee.

By signing below, the Parties agree to comply with all of the requirements contained in the IT Services Agreement and in Exhibit A.

Allen Long
Owner
Sentinel Technology, LLC

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Signed by Allen Long
Signed On: May 22, 2019

Sentinel Technology https://sentech.us
Signature Certificate
Document name: SenTech IT Services Agreement
Unique Document ID: 65cb91074490771bd2d3e0ac810176ee76ddbc1f
Timestamp Audit
May 22, 2019 11:20 am PDTSenTech IT Services Agreement Uploaded by Allen Long - sentech@sentech.us IP 96.86.153.149