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Services Guide

This Services Guide contains provisions that define, clarify, and govern the services described in the quote that has been provided to you (the “Quote”). If you do not agree with the terms of this Services Guide, you should not sign the Quote and you must contact us for more information.


This Services Guide is our “owner’s manual” that generally describes all managed services provided or facilitated by Version2
Consulting (“Version2,” “we,” “us,” or “our”); however, only those services specifically described in the Quote will be facilitated
and/or provided to you (collectively, the “Services”).

Activities or items that are not specifically described in the Quote will be out of scope and will not be included unless otherwise agreed to by us in writing.


This Services Guide contains important provisions pertaining to the auto-renewal of the Services in the Quote, as well as fee increases that may occur from time-to-time. Please read this Services Guide carefully and keep a copy for your records.

Initial Audit / Diagnostic Services

If an Initial Audit / Diagnostic Services are listed in the Quote, then we will audit your managed information technology environment (the “Environment”) to determine the readiness for, and compatibility with, ongoing managed services. Our auditing services are comprised of:

  • Audit to determine general Environment readiness and functional capability

  • Review of hardware and software configurations

  • Review of current vendor service / warranty agreements for Environment hardware and software

  • Security vulnerability check

  • Backup and disaster recovery solution audit

  • Speed test and ISP audit

  • Print output audit

  • Office phone vendor service audit

  • Asset inventory

  • Email and website hosting audit

  • IT support process audit

If deficiencies are discovered during the auditing process (such as outdated equipment or unlicensed software), we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of the Services and provide you with opt ions to correct the deficiencies. Please note, unless otherwise expressly agreed by us in writing, auditing 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 auditing process. Issues that are discovered in the Environment after the auditing process is completed may be addressed in one or more subsequent quotes.

Onboarding Services

If onboarding services are listed in the Quote, then one or more of the following services will be provided to you.

  • Install remote support access application on each managed device to enable remote support.

  • Uninstall any monitoring tools or other software installed by previous IT consultants.

  • Uninstall any previous virus protection and install our managed security tools. antivirus application

  • Uninstall unsafe applications or applications that are no longer necessary.

  • Configure any additional services specified in the Quote.

  • Compile a full inventory of all protected servers, workstations, and laptops.

  • Configure patch management application and check for missing security updates.

  • 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.

  • Review and document current server configuration and status.

  • Determine existing backup strategy and status; prepare backup options for consideration.

  • Review password policies and update user and device passwords.

  • As applicable, make recommendations for changes that should be considered to the managed environment.

 

This list is subject to change if we determine, in our discretion, that different or additional onboarding activities are required.

 

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 the Quote, 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.

 

The duration of the onboarding process depends on many factors, many of which may be outside of our control—such as product availability/shortages, required third party vendor input, etc. As such, we can estimate, but cannot guarantee, the timing and duration of the onboarding process. We will keep you updated as the onboarding process progresses

Ongoing / Recurring Services

Ongoing/recurring services are services that are provided to you on an ongoing basis and, unless otherwise indicated in a Quote, are billed to you monthly. Ongoing services generally begin upon the completion of onboarding services; therefore, any delays or interruptions to the onboarding services may delay the commencement of ongoing/recurring services.

Managed Services

The following Services, if listed in the Quote, will be provided to you.

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Additional Description of Services

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The following additional details further explain and define the scope of the Services.

Hardware as a Service (HaaS)

HaaS Equipment We will provide you with the HaaS Equipment described in the Quote or, if no hardware is expressly designated as HaaS Equipment in the Quote, then a complete list of HaaS Equipment will be provided to you under separate cover.

Deployment.

We will deploy the HaaS Equipment within the timeframe stated in the Quote, provided that you promptly provide all
information that we reasonably request from you to complete deployment. This deployment guaranty does not apply to any
software, other managed services, or hardware devices other than the HaaS Equipment. If you wish to delay the deployment of the HaaS Equipment, then you may do so provided that you give us written notice of your election to delay no later than five (5) days following the date you sign the Quote. Deployment shall not extend beyond two (2) months following the date on which you sign the Quote. You will be charged at the rate of fifty percent (50%) of the monthly recurring fees for the HaaS-related services during 
the period of delay. Following deployment, we will charge you the full monthly recurring fee (plus other usage fees as applicable) for the full term indicated in the Quote.

Equipment Hardware Repair or Replacement. Version2 will repair or replace HaaS Equipment by the end of the business day
following the business day on which the applicable problem is identified by, or reported to, Version2 and has been determined by Version2 to be incapable of being remediated remotely.


This warranty does not include the time required to rebuild your system, such as the time required to configure a replacement
device, rebuild a RAID array, reload the operating system, reload and configure applications, and/or restore from backup (if
necessary).


If Version2 fails to meet the warranties in this section and the failure materially and adversely affects your hosted environment
(“Hosted System”), you are entitled to a credit in the amount of 5% of the monthly fee per hour of downtime (after the initial one (1) hour allocated to problem identification), up to 100% of your monthly fee for the affected HaaS Equipment. In no event shall a credit exceed 100% of the applicable month’s monthly fee for the affected equipment.

Periodic Replacement of HaaS Equipment. From time to time and in our discretion, we may decide to swap out older HaaS
Equipment for updated or newer equipment. (Generally, equipment that is five years old or older may be appropriate for
replacement). If we elect to swap out HaaS Equipment due to normal, periodic replacement, then we will notify you of the situation and arrange a mutually convenient time for such activity.

Return of HaaS Equipment. 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 HaaS Equipment. Doing so 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. Within ten (10) days after the termination of HaaS-related Services, Client will provide Version2 access to the premises at which the HaaS Equipment is located so that all such equipment may be retrieved and removed by us. If you fail to provide us with timely access to the HaaS Equipment 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.

Usage. You will use all Version2-hosted or Version2-supplied equipment and hardware for your internal business purposes only. You shall not sublease, sublicense, rent or otherwise make the HaaS Equipment 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 that 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 HaaS Equipment if we believe, in our sole but reasonable judgment, that your use of the Infrastructure is violates the terms of the Quote, this Services Guide, or the Agreement.

Covered Equipment / Hardware / Software

Managed Services will be applied to the devices on which we install software monitoring agents, as well as those devices that have built-in software monitoring agents that are compatible with our monitoring solution (“Covered Hardware”). The initial Quote may define the Covered Hardware, and you will be provided with an updated list of Covered Hardware once all software agents have been installed. The list of Covered Hardware may be modified by mutual consent (email is sufficient for this purpose); however, we reserve the right to modify the list of Covered Hardware at any time if we discover devices that were not previously included in the list of Covered Hardware and which are receiving Services. We will provide technical support for Covered Devices; however, all Covered Devices must be covered, at all times and at your cost, under a then-current manufacturer’s service plan.

We will provide support for any software applications that are licensed through us. Such software (“Supported Software”) will be supported on a “best efforts” basis only, and any support required beyond Level 2-type support will be facilitated with the applicable software vendor/producer. Coverage for non-Supported Software is outside of the scope of the Quote and, if provided to you, will be provided to you on a “best efforts” basis only with no guarantee of remediation, and will be billed to you on a time and materials basis. Should our technicians provide you with general advice concerning non-Supported Software, the provision of that advice 
should be viewed as an accommodation to you, and not as a continuing obligation or guarantee by Version2 to continue to provide such support or advice to you.

Physical Locations Covered by Services

Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required. Version2 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 business location. Additional fees may apply for onsite visits: Please review the Service Level section below for more details.

Term; Termination

The Services will commence, and billing will begin, on the date indicated in the Quote (“Commencement Date”) and will continue through the initial term listed in the Quote (“Initial Term”). 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 Version2’s satisfaction.


The Services will continue through the Initial Term until terminated as provided in the Agreement, the Quote, or as indicated in this section (the “Service Term”).

Auto-Renewal. After the expiration of the initial Service Term, the Service Term will automatically renew for contiguous terms equal to the initial Service Term unless either party notifies the other of its intention to not renew the Services no less than thirty (30) days before the end of the then-current Service Term.

Per Seat Licensing: Regardless of the reason for the termination of the Services, you will be required to pay for all per seat licenses (such as, if applicable, Microsoft NCE licenses) that we acquire on your behalf. Please see “Per Seat License Fees” in the Fees section below for more details.

Removal of Software Agents; Return of Firewall & Backup 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 managed environment, or any of the devices on which those software agents are located. 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 managed 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 Version2 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.

Offboarding; Transition of Services

In the event you decide to use a different managed service provider or discontinue managed services from Version2, Version2 will provide any documented processes, documentation, and credentials specific to your IT environment in the form of a PDF document (runbook) at no charge. Any additional offboarding/transition services, including but not limited to: removal of software and tools used by Version2 to manage your IT environment, transferring any security services or third-party provided services (examples: email threat protection, 24/7 SOC, dark web monitoring) to a new managed service provider, or offboarding meetings with a new managed service provider will be billed at standard hourly rates and is not included with your services. Additionally, an end date must be decided upon and communicated to Version2 to ensure we complete all these tasks in an organized and timely manner.

Minimum Requirements / Exclusions

The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements:

  • Server hardware must be under current 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 virus protection software.

  • The managed environment must have a currently licensed, vendor-supported server-based backup solution that can be monitored. Your failure to obtain and implement monitored backup solution may result in the loss of data and downtime for which Version2 shall be held harmless.

  • All wireless data traffic in the managed environment must be securely encrypted.

  • All servers must be connected to working UPS devices.

  • 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.

  • Client must provide all software installation media and key codes in the event of a failure.

  • Any costs required to bring the Environment up to these minimum standards are not included in this Services Guide.

  • 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 NAS
    appliances (other than electronic data) unless expressly approved in writing by us.

Exclusions. Services that are not expressly described in the Quote will be out of scope and will not be provided to Client unless
otherwise agreed, in writing, by Version2. Without limiting the foregoing, the following services are expressly excluded, and if
required to be performed, must be agreed upon by Version2 in writing:

➢ Customization of third party applications, or programming of any kind.
➢ 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.
➢ The cost to bring the managed environment up to these minimum requirements (unless otherwise noted in the Quote).
➢ 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.
➢ Disasters: Recovering and rebuilding after floods, fires, earthquakes, pipe leaks, power surges/failures, etc.

➢ Offsite backup storage fees

Service Levels

Automated monitoring is provided on an ongoing (i.e., 24x7x365) basis. Response, repair, and/or remediation services (as
applicable) will be provided only during our business hours (currently M-F, 7 AM – 7 PM Central Time, excluding legal holidays and Version2-observed holidays as listed below), unless otherwise specifically stated in the Quote or as otherwise described below.

We will respond to problems, errors, or interruptions in the provision of the Services during business hours in the timeframe(s)
described below. Severity levels will be determined by Version2 in our discretion after consulting with the Client. All remediation services will initially be attempted remotely; Version2 will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.

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Support During Off-Hours/Non-Business Hours: Technical support provided outside of our normal business hours is offered on a case-by-case basis and is subject to technician availability. If Version2 agrees to provide off-hours/non-business hours support (“Non-Business Hour Support”), then that support will be provided on a time and materials basis (which is not covered under any Service plan), and will be billed to Client at the following increased hourly rates:

  • Project Professional Level 1: 2x normal rate

  • Project Professional Advanced: 2x normal rate

  • Support Technician, Level 1: 2x normal rate

  • Support Technician, Senior: 2x normal rate

 

All hourly services are billed in 15 minute increments, and partial increments are rounded to the next highest increment. A one (1) hour minimum applies to all Non-Business Hour Support.

Version2-Observed Holidays: Version2 observes the following holidays:

  • New Year’s Day

  • Good Friday – Half Day

  • Memorial Day

  • Independence Day

  • Labor Day

  • Thanksgiving Day

  • The day following Thanksgiving Day

  • Christmas Eve

  • Christmas Day

  • New Year’s Eve – Half Day

Service Credits: Our service level target is 90% as measured over a calendar month (“Target Service Level”). If we fail to adhere to the Target Service Level and Client timely brings that failure to our attention in writing (as per the requirements of the MSA), then Client will be entitled to receive a pro-rated service credit equal to 1/30 of that calendar month’s recurring service fees (excluding hard costs, licenses, etc.) for each day on which the Target Service Level is missed. Under no circumstances shall credits exceed 30% of the total monthly recurring service fees under an applicable Quote.

Fees

The fees for the Services will be as indicated in the Quote.

Changes to Environment. Initially, you will be charged the monthly fees indicated in the Quote. Thereafter, if the managed
environment changes, or if the number of authorized users accessing the managed 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 Quote are the minimum monthly fees (“MMF”) that will be charged to you
during the term. You agree that the amounts paid by you under the Quote will not drop below the MMF regardless of the number of users or devices to which the Services are directed or applied, unless we agree to the reduction. All modifications to the amount of hardware, devices, or authorized users under the Quote (as applicable) must be in writing and accepted by both parties.


Increases. In addition, we reserve the right to increase our monthly recurring fees and, if applicable, our data recovery-related 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.

 

In addition to the foregoing, we reserve the right to pass through to you any increases in the costs and/or fees charged by third party providers for the third party services (“Pass Through Increases”). Since we do not control third party providers, we cannot predict whether Pass Through Increases will occur, however, should they occur, we will endeavor to provide you with as much advance notice as reasonably possible.


Pass Through Increases are independent of any increases to our monthly recurring fees and will not be included in the fivepercent calculation described in the paragraph above.

Travel Time. If onsite services are provided, we will travel up to 60 minutes from our office to your location at no charge. Time
spent traveling beyond 60 minutes (e.g., locations that are beyond 60 minutes from our office, occasions on which traffic conditions extend our drive time beyond 60 minutes one-way, etc.) will be billed to you at 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.

Appointment Cancellations. You may cancel or reschedule any 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 a 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.

Automated Payment. You may pay your invoices by credit card and/or by ACH, as described below. If you authorize payment by credit card and ACH, then the ACH payment method will be attempted first. If that attempt fails for any reason, then we will process payment using your designated credit card.

  • ACH. When enrolled in an ACH payment processing method, you authorize us to electronically debit your designated
    checking or savings account, as defined and configured by you in our payment portal, for any payments due under the
    Quote. This authorization will continue until otherwise terminated in writing by you. We will apply a $35.00 service
    charge to your account for any electronic debit that is returned unpaid due to insufficient funds or due to your bank’s
    electronic draft restrictions.

  • Credit Card. When enrolled in a credit card payment processing method, you authorize us to charge your credit card,
    as designated by you in our payment portal, for any payments due under the Quote. We reserve the right to charge
    you a convenience fee for payments made by credit card of up to 4% of the payment due or the amount that we are
    charged to accept your credit card transaction, whichever is less.

  • Check. You may pay by check provided that your check is delivered to us prior to the commencement of Services.
    Checks that are returned to us as incorrect, incomplete, or “not sufficient funds” will be subject to a $50 administration
    fee and any applicable fees charged to us by your bank or financial institution.

Microsoft Licensing Fees.

The Services require that we purchase certain “per seat” licenses from Microsoft (which Microsoft refers to as New Commerce Experience or “NCE Licenses”) in order to provide you with one or more of the following applications: Microsoft 365, Dynamics 365, Windows 365, and Microsoft Power Platform (each, an “NCE Application”). To leverage the discounts offered by Microsoft for these applications and to pass those discounts through to you, we may purchase NCE Licenses for one (1) year terms for the NCE Applications required under the Quote. As per Microsoft’s requirements, NCE Licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. For that reason, you understand and agree that regardless of the reason for termination of the Services, you are required to pay for all applicable NCE Licenses in full for the entire term of those licenses. Provided that you have paid for the NCE Licenses in full, you will be permitted to use those licenses until they expire, even if you move to a different managed service provider.

Additional Terms

Authenticity

Everything in the managed environment must be genuine and licensed—including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. All minimum hardware or software requirements as indicated in a Quote or this Services Guide (“Minimum Requirements”) must be implemented and maintained as an ongoing requirement of us providing the Services to you.


Monitoring Services; Alert Services

Unless otherwise indicated in the Quote, all monitoring and alert-type services are limited to detection and notification functionalities only. Monitoring levels will be set by Version2, and Client shall not modify these levels without our prior written consent.

Remediation

Unless otherwise provided in the Quote, 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 Services Guide 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.

Dark Web Monitoring

Our dark web monitoring services utilize the resources of third party solution providers. Dark web monitoring can be a highly effective tool to reduce the risk of certain types of cybercrime; however, we do not guarantee that the dark web monitoring service will detect all actual or potential uses of your designated credentials or information.

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 the Quote. 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.

Co-Managed Environment

In co-managed situations (e.g., where you have designated other vendors or personnel, or “Co-managed Providers,” to provide you with services that overlap or conflict with the Services provided by us), we will endeavor to implement the Services in an efficient and effective manner; however, (a) we will not be responsible for the acts or omissions of Co-Managed Providers, or the remediation of any problems, errors, or downtime associated with those acts or omissions, and (b) in the event that a Co-managed Provider’s determination on an issue differs from our position on a Service-related matter, we will yield to the Co-Managed Provider’s determination and bring that situation to your attention.

Anti-Virus; Anti-Malware

Our anti-virus / anti-malware 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 Version2 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.

Breach/Cyber Security Incident Remediation

Unless otherwise expressly stated in the Quote, the scope of the Services does 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 or systems impacted by the incident will be recoverable or remediated. 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 managed environment, or (ii) prevents normal access to the managed environment, or impedes or disrupts the normal functions of the managed environment.

Environmental Factors
Exposure to environmental factors, such as water, heat, cold, or varying lighting conditions, may cause installed equipment to malfunction. Unless expressly stated in the Quote, we do not warrant or guarantee that installed equipment will operate error-free or in an uninterrupted manner, or that any video or audio equipment will clearly capture and/or record the details of events occurring at or near such equipment under all circumstances.

Fair Usage Policy

Our Fair Usage Policy (“FUP”) applies to all services that are described or designated as “unlimited” or which are not expressly capped in the number of available usage hours per month. An “unlimited” service designation means that, subject to the terms of this FUP, you may use the applicable 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 the Quote, 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.

Hosted Email

You are solely responsible for the proper use of any hosted email service provided to you (“Hosted Email”).
Hosted Email solutions are subject to acceptable use policies (“AUPs”), and your use of Hosted Email must comply with those AUPs. In all cases, you agree to refrain from uploading, posting, transmitting or distributing (or permitting any of your authorized users of the Hosted Email to upload, post, transmit or distribute) any prohibited content, which is generally content that (i) is obscene, illegal, or intended to advocate or induce the violation of any law, rule or regulation, or (ii) violates the intellectual property rights or privacy rights of any third party, or (iii) mischaracterizes you, and/or is intended to create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication, or (iv) interferes or disrupts the services provided by Version2 or the services of any third party, or (v) contains Viruses, trojan horses or any other malicious code or programs. In addition, you must not use the Hosted Email for the purpose of sending unsolicited commercial electronic messages (“SPAM”) in violation of any federal or state law. Version2 reserves the right, but not the obligation, to suspend Client’s access to the Hosted Email and/or all transactions occurring under Client’s Hosted Email account(s) if Version2 believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner.

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 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.

Backup (BDR) 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 Version2 nor its designated affiliates will be responsible for the outcome or results of such activities.
BDR 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 BDR 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. Version2 cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Version2 shall be held harmless if such data corruption or loss occurs. Client is strongly advised to keep a local backup of all of stored data to mitigate against the unintentional loss of data.

Procurement

Equipment and software procured by Version2 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, Version2 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. Version2 is not a warranty service or repair center. Version2 will facilitate the return or warranty repair of Procured Equipment; however, Client understands and agrees that (i) 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 Version2 will be held harmless, and (ii) Version2 is not responsible for the quantity, condition, or timely delivery of the Procured Equipment once the equipment has been tendered to the designated shipping or delivery courier.

Business Review / IT Strategic Planning Meetings

We strongly suggest that you participate in business review/strategic planning meetings as may requested by us from time to time. These meetings are intended to educate you about recommended (and potentially crucial) modifications to your IT environment, as well as to discuss your company’s present and future IT-related needs. These reviews can provide you with important insights and strategies to make your managed IT environment more efficient and secure. You understand that by suggesting a particular service or solution, we are not endorsing any specific 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. Version2 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 Version2 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.

Penetration Testing; Vulnerability Assessment

You understand and agree that security devices, alarms, or other security measures, both physical and virtual, may be tripped or activated during the penetration testing process, despite our efforts to avoid such occurrences. You will be solely responsible for notifying any monitoring company and all law enforcement authorities of the potential for “false alarms” due to the provision of the penetration testing services, and you agree to take all steps necessary to ensure that false alarms are not reported or treated as “real alarms” or credible threats against any person, place or property. Some alarms and advanced security measures, when activated, may cause the partial or complete shutdown of the Environment, causing substantial downtime and/or delay to your business activities. We will not be responsible for any claims, costs, fees or expenses arising or resulting from (i) any response to the penetration testing services by any monitoring company or law enforcement authorities, or (ii) the partial or complete shutdown of the Environment by any alarm or security monitoring device.

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 are not covered under the Quote, 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.

Obsolescence

If at any time any portion of the managed environment becomes outdated, obsolete, reaches the end of its useful life, or acquires “end of support” status from the applicable device’s or software’s manufacturer (“Obsolete Element”), then we may designate the device or software as “unsupported” or “non-standard” and require you to update the Obsolete Element within a reasonable time period. If you do not replace the Obsolete Element reasonably promptly, then in our discretion we may (i) continue to provide the Services to the Obsolete Element using our “best efforts” only with no warranty or requirement of remediation whatsoever regarding the operability or functionality of the Obsolete Element, or (ii) eliminate the Obsolete Element from the scope of the Services by providing written notice to you (email is sufficient for this purpose). In any event, we make no representation or warranty whatsoever regarding any Obsolete Element or the deployment, service level guarantees, or remediation activities for any Obsolete Element.

Hosting Services

You agree that you are responsible for the actions and behaviors of your users of the Services. In addition, you agree that n either Client, nor any of your employees or designated representatives, will use the Services in a manner that violates the laws, regulations, ordinances, or other such requirements of any jurisdiction.

In addition, Client agrees that neither it, nor any of its employees or designated representatives, will: transmit any unsolicited commercial or bulk email, will not engage in any activity known or considered to be "spamming" and carry out any "denial of service" attacks on any other website or Internet service; infringe on any copyright, trademark, patent, trade secret, or other proprietary rights of any third party; collect, attempt to collect, publicize, or otherwise disclose personally identifiable information of any person or entity without their express consent (which may be through the person or entity's registration and/or subscription to Client’s services, in which case Client must provide a privacy policy which discloses any and all uses of information that you collect) or as otherwise required by law; or, undertake any action which is harmful or potentially harmful to Version2 or its infrastructure.
Client is solely responsible for ensuring that its login information is utilized only by Client and Client’s authorized users and agents. Client’s responsibility includes ensuring the secrecy and strength of user identifications and passwords. Version2 shall have no liability resulting from the unauthorized use of Client’s login information. If login information is lost, stolen, or used by unauthorized parties or if Client believes that any hosted applications or hosted data has been accessed by unauthorized parties, it is Client’s responsibility to notify Version2 immediately to request the login information be reset or unauthorized access otherwise be prevented. Version2 will use commercially reasonable efforts to implement such requests as soon as practicable after receipt of notice.

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 the Quote unless otherwise expressly stated therein.

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