Terms of Service

LVS Marketplace Agreement (the "Agreement")

Schedule A: Fees

Fees are set out in the Product description.

1. Rate Adjustments

Fees for services may be increased/decreased from time to time by Long View Systems Corporation (“Long View”), upon 30 calendar days' notice to the Product Owner prior to the date scheduled for such change based on the occurence of one (1) or more of the following:

External Factors	If vendor pricing changes. If foreign exchange rates materially gain or decrease (where applicable). Consumer Price Index (CPI) changes by one half a percent (1/2%) or more.
Services Scope Change	If a new technology is introduced in the environment. If the level of support effort or scope increases or decreases with respect to the original scope of services. If Long View changes tools and automation required for service delivery (to gain efficiencies) and a Client chooses to opt out, a price increase may be warranted.
Licensing Subscription	The unit price for a product sold on a licensing consumption basis may change during the subscription period.

2. Additional Costs

Disaster response(s), recovery efforts, and significant zero-day remediation efforts (“Extraordinary Events”)

Disaster response(s), recovery efforts, and significant zero-day remediation efforts (“Extraordinary Events”) are not considered Incidents as described in the Governance and Service Management section and are billed on a time and materials basis. Extraordinary Events are outside the scope of operational management (run and maintain). These are unique activities that may arise from events including – but not limited to – floods, fires, catastrophic infrastructure failures, security breaches, security vulnerabilities, and/or responses requiring greater than 40 hours of effort to restore services.

Long View managed services do not include the development of or execution against a Client disaster recovery plan (DRP) or security escalation document (SED).

Service recovery efforts related to end-of-life hardware, unsupported software, vendor support contract hours of coverage is best effort based on vendor availability. These efforts are not covered by SLAs and may be billed on a T&M basis.

Schedule B: Governance and Service Management

1. Service Overview

This Schedule describes governance and service management services to be performed by Long View as part of the services. Effective governance and service management ensures consistent quality in the delivery of managed services through consistent use of Information Technology Infrastructure Library (ITIL) processes and regular communication between Long View and Client at managerial and operational levels. Client owns and is responsible for developing all ITIL processes applicable to the managed services.

Long View manages and delivers the following ITIL processes and governance activities for all managed services, including:

Incident resolution.
Service Request fulfillment.
Problem Management.
Change Management.
Asset and configuration management.
Security Management participation.
Documentation and knowledge management.
Service management.
Account governance and reporting.
Billing.

2. Detailed Services, Activities, and Responsibilities

Responsibilities are defined as follows:

ID	Service	Activity	Long View	Client
2.1.1	Incident Management	Own the overall Incident Management and major incident processes (classifications, prioritization, approval processes, etc.).		✓
2.1.2		Manage the Incident Management process for in-scope services.	✓
2.1.3		Categorize, prioritize, log, maintain, and update all in-scope incidents in the ITSM application.	✓
2.1.4		Participate in major Incident conference calls related to in-scope services as required.	✓
2.1.5		Prepare and submit major Incident reports for in-scope major Incidents.	✓
2.2.1	Service Request Fulfillment	Own the overall Service Request Fulfillment process including classification/prioritization of Service Requests and defining qualification and approval processes.		✓
2.2.2		Categorize, prioritize, and log in-scope Service Requests in the ITSM application.	✓
2.2.3		Respond to and resolve requests assigned to Long View via the ITSM application.	✓
2.3.1	Problem Management	Own the overall Problem Management process including prioritization and risk assessment, based on business needs and priorities.		✓
2.3.2		Identify Problems based on Client feedback.	✓
2.3.3		For in-scope Problems, manage the Problem process including oversight, and providing Client updates.	✓
2.4.1	Change Management	Own the overall Change Management process to ensure proper management of the business risk associated with change activities and to ensure consistent Change Management process for managed services and out-of-scope services.		✓
2.4.2		For Changes related to in scope services, provide single point of contact for change requestors, manage the Change Management process, and ensure the Change process is followed and changes documented in ITSM application.	✓
2.4.3		For Changes related to out-of-scope services, manage the Change Management process, coordinate change schedule with Long View and ensure the Change process is followed.		✓
2.4.4		Review and approve all requests for change and communicate with the business regarding the status of their Change requests.		✓
2.4.5		For in-scope services, schedule Change meetings and chair the change advisory board meetings.	✓
2.4.6		For out-of-scope services, schedule Change meetings and chair the change advisory board meetings.		✓
2.5.1	Asset and Configuration Management	Own the asset and configuration management process, standard asset tool and managed asset tracking requirements for infrastructure being managed by Long View, regardless of location (i.e., on-premises, in a co-location center, public cloud or private cloud).	✓
2.5.2		For assets managed by Long View, update asset information in asset management system with agreed to data elements/fields.	✓
2.5.3		For assets managed by Long View, validate for completeness and correctness on a monthly basis.	✓
2.6.1	Security Management	Develop, deploy, communicate, monitor, and perform continuous improvement of Client IT security policies and operating procedures.		✓
2.6.2		Own data classification standards, management, and enforcement of managing data to those standards.		✓
2.6.3		Setup and manage Data Loss Prevention policies.		✓
2.6.4		Implement security awareness training and phishing campaign testing for Client employees.		✓
2.6.5		Own vulnerability management across application and infrastructure layers (e.g., running scans, reviewing vulnerability data, determining the gaps, managing, and maintaining the gaps, creating auditor reports).		✓
2.6.6		Comply with Client IT security policies and procedures and notify Client of any exceptions.	✓
2.6.7		Approve exceptions and exemptions to Client IT security policies and procedures.		✓
2.6.8		Own anti-virus and anti-malware policies and perform security incident investigations, validate security incidents, and formulate the incident response.		✓
2.6.9		For in-scope services, advise Client on potential vulnerabilities where no vendor remediation plans exist (e.g., worms, ransomware, etc.).	✓
2.6.10		For in-scope services, monitor for and implement operating system vendor security alerts that require immediate attention.	✓
2.6.11		Ensure compliance to SSAE18/SOC1 governance and security measures.	✓
2.7.1	Documentation and Knowledge Management	Own the Documentation and Knowledge Management process including providing access to any existing knowledge articles and providing the knowledge base platform.		✓
2.7.2		Manage the Documentation and Knowledge Management process for in-scope services by keeping all Documentation and Knowledge Management processes updated with current information.	✓
2.7.3		Ensure that all documentation developed prior to or during the performance of the managed services is placed in Client’s documentation and knowledge management repository.	✓
2.8.1	Account Governance and Reporting	Provide single point of contact for in-scope operational issues and keep Client up to date on service restoration.	✓
2.8.2		Ensure appropriate Client specific contacts and escalation are in place with vendors. (e.g., for licensing, testing, issue resolution).	✓
2.8.3		Deliver monthly reporting by the 15th of each month.	✓
2.8.4		Schedule and attend operational status review meetings.	✓
2.8.5		Review monthly reports and follow-up with Long View, if necessary.		✓
2.9.1	Billing	Provide invoices in accordance with relevant Fees.	✓
2.9.2		Approve any changes to the pro forma invoice format.		✓
2.9.3		Submit complete and accurate invoices in a timely manner in accordance with relevant Fees.	✓
2.9.4		Investigate and respond to requests for billing clarification, as required.	✓
2.10.1	Vendor Support	Maintain financial responsibility for vendor support contracts for all hardware and software.		✓
2.10.2	Vendor Support	Provide hardware and software support based on Incident priorities and within the priority support matrix. In circumstances where Client subscribes to vendor support contracts that don’t align to the priority of services being requested, Long View attempts resolution to a maximum of two (2) hours of support. Additional effort is billed on a time and materials basis.	✓
2.11.1	Security and Compliance Audits	Run reports, provide evidence collection and/or attending meetings with external auditors for security and compliance audit support (e.g., ISO27001)	✓*

*Long View can provide these services on a Time and Materials (T&M) cost basis.

3. Call Priority Handling Matrix

If applicable, the priority matrix used for measuring priority is as follows:

	IMPACT
	High	Medium	Low
Immediate	Critical	High	Expedited
Routine	High	Expedited	Low
Low	Expedited	Low	Low

The priority matrix used for measuring priority is as follows:

1. Critical – Immediate and sustained effort using all available resources until resolved. On-call procedures activated, vendor support invoked.
2. High – Technicians respond immediately, assess the situation, and may interrupt other staff working moderate priority jobs for assistance.
3. Expedited – Accelerated response by technicians to diagnose and supply a solution/workaround.
4. Low – Response using standard procedures and operating within normal supervisory management structures.

IMPACT is defined as a measure of the extent of the incident also taking into account potential damage caused by the incident before resolution, as defined within the following range:

1. Company/Department – Core business functionality inaccessible, entire organization or entire department / multiple groups affected.
2. Workgroup – Degraded functionality of business systems, entire group affected.
3. Single User – Application functionality affected, or single user affected.

URGENCY is defined as how quickly the resolution of the Incident is required, defined within the following range:

1. Immediate – Immediate action required.
2. Routine – Standard support request/incident.
3. Low – Client/user issue that may be resolved at a later date.

Schedule C: Service Levels

1. Incident Management Service Level Objectives

Service Level are aligned to incident and service request priority, as determined by the call handling matrix in the Governance Schedule.

Severity Description Service Hours Target to Respond Target to Resolve % Met

1 - Critical

Issue prevents many key company functions from occurring and/or causes a major work stoppage.

Issue impacts the majority of corporate users.

Issue has major financial impact or repercussions

24x7 30 Min 2 Hours >=95%

2 - High

Issue does NOT prevent key company functions from occurring.

Issue impacts one or more departments, multiple parts of the organization, or impacts an identified VIP user.

Issue has moderate financial impact or repercussions.

24x7 30 Min 4 Hours >=95%

3 - Medium

Issue does NOT prevent key company functions from occurring.

Issue has minor impact to more than one user or low-level functions.

Issue has little to no financial impact or repercussions.

8x5 2 Business Hours 1 Business Day >=85%

4 - Low

Issue does NOT prevent key company functions from occurring.

Issue has minor impact to one user or low-level functions.

Issue has no financial impact or repercussions.

8x5 2 Business Hours 5 Business Days >=85%

Severity	Description	Service Hours	Target to Respond	Target to Resolve	% Met
1 - Critical	Issue prevents many key company functions from occurring and/or causes a major work stoppage. Issue impacts the majority of corporate users. Issue has major financial impact or repercussions	24x7	30 Min	2 Hours	>=95%
2 - High	Issue does NOT prevent key company functions from occurring. Issue impacts one or more departments, multiple parts of the organization, or impacts an identified VIP user. Issue has moderate financial impact or repercussions.	24x7	30 Min	4 Hours	>=95%
3 - Medium	Issue does NOT prevent key company functions from occurring. Issue has minor impact to more than one user or low-level functions. Issue has little to no financial impact or repercussions.	8x5	2 Business Hours	1 Business Day	>=85%
4 - Low	Issue does NOT prevent key company functions from occurring. Issue has minor impact to one user or low-level functions. Issue has no financial impact or repercussions.	8x5	2 Business Hours	5 Business Days	>=85%

NOTES:

Resolution times are based on underpinning warranties, accessibility to Client office/data center.
Long View’s resolution service levels are suspended in event of escalation to third-party vendors on Client’s behalf and are replaced by vendor service levels based on Client’s vendor agreement.
Long View is exempt from service level failures where performance or availability issues can be attributed to any of the following:
- Critical infrastructure components where high availability redundancy does not exist.
- Incidents managed by Client’s major incident process where Client’s direction to Long View impacts our ability to resolve the Incident.
- Client’s re-prioritization of Long View’s available resources
Long View managed services do not include the development of or execution against a Client DRP or SED. If the manufacturer’s warranty or support agreement for Client’s equipment, software, or operating systems has expired, Long View has no obligation to recover these assets. Should Client ask Long View to recover these assets, Long View’s efforts are not covered by SLAs and Client may be billed on a T&M basis.

Schedule D: Service Transition

To enable the subscribed services, the Parties shall collaborate in the service onboarding/transition process to configure all systems and supporting processes required for service delivery. Devices must meet our minimum support requirements of being vendor supported and/or being configured in a supportable way, prior to onboarding. Updating devices to this supportable state is considered out of scope and may require additional fees. Service transition/on-boarding may include:

Initial installation/configuration of devices, tools or software required to deliver the service

Provisioning of the security access required to carry out all required support tasks.
Client set up in Long View accounting/billing, ITSM, and quality management systems.
Operational sign-off.

Services True up

If Client requires transformation services to fully develop the operational capabilities of the subscribed services (including activities such as active directory integration, application, storage, email, and print and service data migrations), this may require further scoping and engagement by Long View professional services. Service transformation may include:

Remediation of the infrastructure components.
Warranty and licensing true-up and remediation.
Implementation of the new applications and services.
Data transfer and distribution.
Testing and tuning of the newly implemented processes and services.
Training.

Applicable additional service transformation costs are calculated and presented to Client accordingly as a T&M Service Order Request. If the T&M Service Order Request is not approved, additional identified devices and services are considered out of scope.

Schedule E: Special Provisions

In consideration of the terms and conditions below and the supply and purchase of services (the “Services”) described in the product-specific terms and conditions, Long View and Client (individually “Party”, together “Parties”) agree as follows:

Invoicing. Fees, costs, expenses, and other amounts will be billed by Long View on a consumption basis based on the subscribed-to service(s). Each invoice will include sufficient detail, supported by receipts, documentation, and other information so Client may verify the invoice. Invoices and/or notices will be sent to Client at the address provided at time of subscription.
Adjustment of Service Rates. Long View reserves the right to reasonably adjust Service rates, on an annual basis if the CPI changes by one half a percent (1/2%) or more.
Travel. Client will reimburse Long View, or pay directly, all reasonable and documented travel, lodging and related expenses which are incurred by Long View personnel in performing the service(s) of this Agreement for Client on Client approved travel, such approval to be provided in advance, in writing. Reimbursable charges for lodging and expenses will not exceed the commercially reasonable rates for the geographic area where the work is performed.
Payment. All amounts invoiced by Long View include all applicable Taxes and Related Fee’s. Amounts invoiced are due and payable within thirty (30) days of invoicing by Long View of a proper invoice. Payment shall be made by electronic funds transfer or cheque. A late payment charge of one and one-half percent (1½%) per month (annual rate of eighteen percent) will be added to any amounts more than thirty (30) days past due, which amounts have not been previously disputed in good faith and in writing within thirty (30) days of the Client’s receipt of invoice. Any amounts disputed and later found to be owing shall bear interest at the above rate until paid in full. Client is responsible for any collection costs, including reasonable attorney’s fees. Should Client require Long View to submit invoices through a payment portal for which fees will be incurred, Long View shall invoice Client for any such fees as they are incurred
Taxes.
1. Long View’s fees do not include any applicable federal, provincial, state, county, or other sales taxes, use or property related taxes applicable to transactions under this Agreement (the “Taxes”) or any shipping, insurance, customs and duties and other amounts applicable to transactions under this Agreement and not specifically provided for (together with the Taxes, the “Related Fees”). Long View will separately line-item in its invoices the Related Fees applicable to the invoiced transactions. Client will pay such Related Fees to Long View in connection with its payment of the applicable invoice. To the extent Long View establishes that the Taxes on an invoice have been issued in error, Long View can reissue an invoice. Client will pay any additional Taxes owing or provide support that Client self-assessed the taxes and paid them to the applicable governmental authority. Both parties are responsible for familiarizing themselves with the current laws on the Taxes that are subject to this Agreement, including (with respect to Client) the validity of any tax exemption certificates Client believes are applicable. If Client believes that an exemption is applicable a valid exemption certificate must be provided prior to invoicing otherwise applicable taxes will be charged.
2. Client shall fully reimburse Long View for any Related Fees Long View may pay on behalf of Client within thirty (30) days of Long View’s written request for such reimbursement, subject to the provision of reasonable evidence by Long View to Client that Long View paid such taxes. Client is fully responsible for any Taxes, penalties and interest imposed on Long View or otherwise arising out of a transaction to the extent resulting from a tax exemption certificate furnished by Client that is finally determined by the applicable governmental authority to be invalid
3. If any Taxes are required to be withheld on payments made by Client to Long View, Client may deduct such Taxes from the amount owed to Long View and pay them to the appropriate taxing authority, but only if Client promptly secures and delivers an official receipt for those withholdings and other documents reasonably requested by Long View to claim a foreign tax credit or refund. Client must deliver the receipt within sixty (60) days of payment of the Tax, or maximum time allowed for delivery of the receipt under Law. Client will use reasonable efforts to ensure that any Taxes withheld are minimized to the extent possible under Law. The withholding taxes referred to in this section apply to withholding taxes required by the taxing authorities on payments to Long View only.
Limitation of Liability NEITHER PARTY IS LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, DIRECTLY OR INDIRECTLY, OR OTHERWISE, EVEN IF THE PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. IN NO EVENT WILL LONG VIEW’S LIABILITY TO CLIENT EXCEED THE AMOUNTS CLIENT PAID TO LONG VIEW UNDER THIS AGREEMENT (EXCLUSIVE OF ANY AMOUNTS PAID TO THIRD PARTY SUPPLIERS OF EQUIPMENT) IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM TO A MAXIMUM OF ONE MILLION DOLLARS.
Independent Contractor In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing in this Agreement will be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose, save and except for any acquisition of equipment from third-parties for Client. No employee, agent, representative or affiliate of Long View has authority to bind Long View to any oral representations or warranty concerning the Services or equipment. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.
Confidentiality.
1. Confidential Information includes, but is not limited to, all confidential, technical, and business information relating to this Agreement, research and development, Services processes, costs, profit or margin information, marketing, production, unreleased products, future business plans and any other information or data not previously known that could reasonably be considered confidential or proprietary.
2. Scope. Each Party acknowledges that it may acquire information and material that is the other Party’s confidential, proprietary or trade secret information. The Parties’ respective obligations with respect to Confidential Information also extend to any third-party’s confidential or proprietary information disclosed to such Party by the other Party in the course of performance of this Agreement. Confidential Information must be identified in writing at the time of disclosure, or, if not identified in writing, based on the circumstances surrounding disclosure, such information should reasonably be considered as confidential or proprietary.
3. Use. Each Party will take all steps reasonably necessary to hold in confidence the other Party’s Confidential Information. Each Party must hold such Confidential Information in strict confidence, not to disclose it to third-parties or to use it in any way, commercially or otherwise, other than as permitted under this Agreement. Each Party will limit the disclosure of the Confidential Information to employees, or directly related subcontractors with a need to know, who: (i) have been advised of its confidential nature; and (ii) have acknowledged the express obligation to maintain such confidentiality. Each Party will indemnify the other Party (including, without limitation, attorney’s fees and costs) for any breach of the terms of this confidentiality obligation by its employees or third-party subcontractors.
4. Exceptions. Notwithstanding the foregoing, information and material received by one Party from the other Party will not be considered to be Confidential Information if: (i) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (ii) it has been rightfully received by the receiving Party from a third party without confidential limitations; (iii) it has been independently developed by the receiving Party by personnel having no access to the Confidential Information; or (iv) it was known to the receiving Party prior to its first receipt from the disclosing Party. If either Party is requested or required to disclose any Confidential Information of the other Party by order of a court, governmental entity, or by applicable law, including public disclosure law, the Party so ordered, to the extent it is legally able to do so, will provide prompt notice to the other Party so that such Party may obtain appropriate protective orders.
5. Injunctive Relief. In the event of actual or threatened breach of the provisions of this Article 2.9, the non-breaching Party may not have an adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
6. Notice. In the event either Party knows or should reasonably know that any third-party has gained unauthorized access to Confidential Information, the knowing Party must immediately notify the other Party in writing of the full particulars of such access or disclosure.
Entire Agreement. This Agreement, including any product-specific Terms and Conditions, sets out the entire Agreement between the Parties relative to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by authorized representatives of both Parties.
Additional Terms. No terms, provisions or conditions of any purchase order, acknowledgment, or other business form that either Party may use in connection with the Services will have effect on the rights, duties, or obligations of the Parties under this Agreement or otherwise modify this Agreement, regardless of any failure of the other Party to object to such terms and conditions.
Applicable Law. This Agreement and its interpretation is governed by the laws of Province of Alberta without regard to the choice of law provisions. Any action to enforce any rights under this Agreement may be brought in the courts in Alberta.
Rights and Remedy. Each right and remedy granted to Long View under this Agreement shall be cumulative and in addition to any other right or remedy existing in equity, at law, by virtue of statute or otherwise, and may be exercised by Long View from time to time concurrently or independently and as often and in such order as Long View may elect. Any failure or delay on the part of Long View in exercising any such right or remedy shall not operate as a waiver thereof.
Enforcement. Client shall reimburse Long View for all charges, costs, expenses, and attorney’s fees incurred by Long View in the enforcement of this Agreement.
Force Majeure. Neither Party will be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, or strikes. In the event of any such delay, any applicable period of time for action by a Party may be deferred for a period of time equal to the time of such delay, except a Party's failure to make any payment when due under this Agreement.
Security Audit. On an annual basis, Long View shall conduct site audits of Long View’s information technology and Long View’s information security controls for all facilities used in complying with its obligations under this Agreement. Upon Client’s written request, Long View shall make available to Client for review the following, as applicable: Long View’s latest Statement on Standards for Attestation Engagements (SSAE). No. 18 audit Type II Report for Reporting on Controls at a Service Organization, and ISO/IEC 27001 certificate. Client shall treat such audit reports as Long View Confidential Information under this Agreement. Any exceptions noted on the SSAE report or other audit reports will be promptly addressed with the development and implementation of a corrective action plan by Long View management.
Service Levels. Long View shall comply with any service levels that may be included in this Agreement.
Contact.Each Party shall notify the other Party of its designated primary contact (“Contact”). To the maximum extent practicable, communications between the Parties will be through the Parties’ Contacts.
Intellectual Property and Use Thereof. Except for any license granted to Client to use any equipment and/or software, this Agreement will not transfer to Client any Long View intellectual property rights and all right, title and interest therein and thereto remains with Long View.
Mutual Obligations. Each party shall.
1. Not reverse engineer, decompile, disassemble, or create any derivative work of the other party’s intellectual property.
2. Not allow any third-party to access the other Party’s passwords or use the other Party’s system for the purpose of accessing any services with this Agreement.
3. Not conduct any fraudulent or harmful activities on the other Party’s system, including the introduction of any bug, virus, spyware, phishing, or other inappropriate malware.
4. Not interfere with or disrupt any services with the Agreement.
5. Not impersonate any person or entity or falsely state or otherwise misrepresent an affiliation with a person or entity.
Client Obligations. Client shall provide Long View with appropriate access to Client’s environment to provide the Services.
Limitation and Indemnification. Client agrees to indemnify and save harmless Long View and their respective employees, agents, and affiliates, from and against any and all Claims arising:
1. Relating to Client’s use of the Services in an improper or unauthorized manner, including any breach of this Agreement.
2. Resulting from Client’s use or combination of the Services with any items not approved by Long View, including failure to use updated or modified versions of the Services.
3. Resulting from Client’s data, including transmission or use of any illegal or infringing data.
4. Any activities which occur under or pursuant to use of its passwords, whether or not Client or the entity or individual undertaking such activities, and for which Client shall indemnify and hold harmless Long View.
Compliance with Laws. Both Parties will comply with all local, provincial, state, county, and federal laws, ordinances, regulations, and orders with respect to their performance of their obligations under this Agreement.

Client shall (a) provide Long View with appropriate access to Client’s environment to provide the Services; (b) maintain the confidentiality of Client’s passwords; and (c) promptly notify Long View upon learning of any Client’s passwords that are lost, stolen, disclosed to an unauthorized party, or otherwise compromised.
The Services exclude any monitoring or protection from malware, viruses, ransomware or other malicious acts, code, or methods, unless Client has subscribed to Long View’s User Shield offering. However, In the event of a security breach, Long View shall restore critical infrastructure and systems as described in the Services.
Client agrees that Long View may use tools and automation to deliver Services and drive efficiencies.
All data that originates from Client’s network, in its original form, is the property of Client. Any non-personally identifiable data that is a statistical result of network or performance of the network is the property of Long View.
Client shall plan and carry out the data extraction/migration activities and shall validate the integrity of extracted data prior to the service termination date.

Non-Solicit. The Client agrees that it, along with Client affiliates, shall act in good faith not to solicit services directly or indirectly (the “Prohibition”) from Long View employees, and contractors (the “Personnel”) who are known to the Client from their involvement in the provision of the Services until a period of six (6) months after termination of their employment with Long View, or a period of six (6) months after termination of this Agreement, whichever is shorter. Without limiting the generality of the foregoing, the Prohibition shall include employment, contracting, sub-contracting, agency, partnership, or any other association with Client, or a Client affiliate. Should Client or a Client affiliate breach this covenant, the Client shall pay to Long View as liquidated damages and not a penalty, an amount equal to fifty (50%) percent of any fees or gross income earned during the last six months of the Personnel’s employment or contract with Long View or the contractor, as the case maybe, which amount shall be due and payable on demand. Additionally, it is agreed that Long View may enforce this covenant by an injunction or otherwise. The foregoing Prohibition shall not apply if the Personnel seeks employment with the Client as a result of a response to a general solicitation (newspaper, trade journal or other advertisement or job fair).

Terms and Definitions

Terms and Definitions can be found here.