“Best Practices” means methods and procedures that are recognized within the IT industry as being reliable in leading to the desired result, taking into account best judgments as to commercial reasonableness and feasibility.

        “Call” means contact from Customer to the Support Number in connection with a single identified problem. 

        “Customer” means the entity named on the Quote.

        “Hour” means a period of 60 minutes during Hours of Operation.

        “Hours of Operation” means from 8:00 AM to 5:00 PM, Monday - Friday (Mountain Time), not including federal holidays.

        “Navakai” means Navakai, Inc.

        “Quote” means the quote provided with these General Terms and Conditions.

        “Response” means a phone call in response to a Call, whether or not it results in a resolution to the issue reported in the Call.

        “Site” means a single geographic location at the address shown on the Quote.

        “Start Date” is the date that Navakai beings to implement and/or provide the services described on the Quote.

         “Support Number” means 719-630-8324.

        “Support Portal” means the online client portal provided through the Navakai website.

         “System” means Customer’s desktop, server, and network environments described on the Quote.

2.  Navakai Obligations. 

                a.  General Maintenance and Support.  Navakai will provide Customer with on-going maintenance and support for the System as specifically described in the Quote and as limited by these General Terms and Conditions.

                b.  Response  Navakai will provide a Response to every Call made by Customer to the Support Number during Hours of Operation within 30 minutes of Navakai’s receipt of the Call.  During the Response, Navakai will assign the issue a priority on the basis of severity and business impact.  Specific information about the means for assessing priorities may be found at www.navakai.com/selfhelp.  Navakai will begin to resolve the issue raised by the Call in the time periods shown in the chart below.

                c.  Excluded Services.  Navakai will provide only the support and maintenance specifically shown in the Quote.  Navakai will provide support and maintenance only for the System described in the Quote.  All other goods and services will be performed only pursuant to a new quote and engagement.

3.  Customer Obligations. 

                a.  Logging Calls. Customer will log all Calls through the Support Number or, if available to Client, through the Support Portal, and follow all standard procedures for Responses to Calls.  Customer will provide all information as needed for Navakai to Respond to a Call. 

                b.  Hardware and Software.  Except for hardware and software specifically described as being provided by Navakai on the Quote, Customer will provide fully licensed software for the System and all of the hardware comprising the System, which hardware and software will have the specifications and functionality reasonably required for the System to work effectively. 

                c.  Contact Person.  Customer will assign a single administrative contact with the authority to provide sole direction and communication to Navakai. 

4.  Fees and Charges. 

                a.  General Maintenance and Support.   Customer will pay the fees and charges identified in the Quote for the general maintenance and support described in the Quote.  In the event that a repair to the System requires new hardware or other equipment, Customer will either purchase the required equipment or pay Navakai for acquiring the equipment.  In the event that Customer adds to or changes the equipment within the System or makes other changes to the configuration of the System, Navakai reserves the right to change the amount charged for general support and maintenance.

                b.  Special Projects.  In the event that Customer requires Navakai to perform services beyond those described in the Quote, then Navakai will provide a new project proposal and quote for Customer’s review and acceptance. 

                c.  Travel Charges.  In the event that Navakai is required to visit the Site other than for planned visits specifically described in the Quote, then Customer will pay Navakai for: (i) one-way travel within the Colorado Springs city limits; or (ii) for two-way travel outside of Colorado Springs but within 100 miles of Colorado Springs.  For all other destinations, Customer will pay Navakai travel costs and all other direct expenses related to the travel, including, but not limited to: airfare, lodging, meals, telephone, local travel, and/or per diem. 

                d.  Increase in Fees.  Navakai may increase the fees provided in the Quote once each calendar year by providing notice to Customer of the increase.

5.  Term and Termination.  The term will be for a period of 12-months, beginning on the Start Date, and will renew on the anniversary of the Start Date each year, provided that either Navakai or Customer may terminate the provision of Navakai’s services on 30 days written notice.   Navakai reserves the right to remove any agents, software or scripts that are not owned by Customer on the termination of the services.  Customer will pay Navakai for all services provided prior to the termination.  The following terms will survive any termination: Section 6 (Warranty and Limitations on Liability); Section 7 (Miscellaneous).

6.  Warranty and Limitations on Liability. 

                a. Limited Warranty.  Navakai will perform all of its obligations in accordance with industry standards.  Navakai does not guarantee System uptime. Maintenance is intended to provide safeguards to reduce the frequency of failure and support is intended to address failures when they occur.  Support and maintenance are not a guarantee against a System failure.  Navakai does not fulfill or provide service for manufacturers’ warranties. 

                b. Internet Security.  The Internet is not a secure network.  Navakai does not assume liability for any information transmitted over the Internet.  Navakai does not guarantee network security but will only provide specific security services as directed by Customer.  Navakai may require an IT Security Policy from Customer and in the absence of a written security policy, Navakai will apply Best Practices.

                c.  Limitations of Liability. In no event will either party be liable to the other party for any incidental or consequential damages, including Customer’s loss of profits or loss of opportunity as a result of the System failing or being unavailable.  Navakai’s sole obligation and Customer’s sole remedy for any failure of the services provided is limited to Navakai’s correction of defective work or replacement of any defective items supplied.  In no event will Navakai’s total liability under these terms and conditions or under any theory of claim for damages exceed the fees paid by Customer to Navakai for support and maintenance in the 12 months immediately preceding the event that precipitated the claim.

7.  Miscellaneous.

                a.  These General Terms and Conditions together with the Quote represent the complete agreement and understanding of Navakai and Customer relating to services and goods described in the Quote and may be amended for the benefit of Customer only by a written agreement signed by an executive officer of Navakai.  Navakai may amend these General Terms and Conditions for all services to be provided after the amendment by posting a new form of these General Terms and Conditions at www.navakai.com/selfhelp and sending Customer notice that changes have been made.

                b.  Navakai is an independent contractor of Customer. 

                c.  Each party agrees not to use, disclose, sell, license, publish, reproduce, or otherwise make available the confidential information of the other party, except as such use is required in order to fulfill their obligations under the Quote these General Terms and Conditions.