This Service Statement contains provisions that define, clarify, and govern the services described in the Quote or Services Agreement to which it is attached or referenced (the “Quote”).  If you do not agree with the terms of this Service Statement, you should not sign the Quote or Services Agreement and you must contact us for more information.

This Service Statement generally describes all managed services provided by Tier 3 IT Solutions (“Us”); however, only those services specifically described in the Quote will be provided to you (collectively, the “Services”).  Activities or items that are not specifically described in the Quote or that are explicitly marked as “Excluded” will be considered “out of scope” and will not be provided to you unless otherwise agreed to by us in writing.  The client further agrees and understands that Tier 3 IT can not be held liable for any losses whatsoever that are incurred as a result of protections, processes, or subscriptions that have been excluded.  Refer to our Master Services Agreement for full details on our limitation of liability:  https://tier3it.ca/master-services-agreement/

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

Notice of change to services

Technology and support services are constantly evolving, as new technologies are introduced, as new risks present themselves, and as businesses change.  It is important to note that Tier 3 IT may, at its discretion change, substitute, or remove certain services, or subscriptions to accommodate current best practices, client demands, or technical changes.  Tier 3 IT will do it’s best to notify clients of these changes in advance, however it is mutually understood that Tier 3 IT has the right to make these changes at its discretion and to update this Services Description as those changes are implemented.  The client agrees that this Services Agreement supersedes any other description of services being provided.

Third Party Services and Subscriptions

Tier 3 IT depends on many outside vendors to deliver the services described herein.  These vendors do not consult with Tier 3 IT when changes are being introduced, and as such Tier 3 IT cannot be held liable for any interruptions, changes, or failures of these services, software’s, or subscriptions.

IT Services Agreement Onboarding Services

If onboarding services are provided under the Quote, then the following services will be provided to you.

• Uninstall any monitoring tools or other software installed by previous IT consultants as identified in coordination emails with outgoing provider.
• Compile a full inventory of all servers, workstations, and laptops that will be managed by Tier 3 IT .
• Uninstall any previous virus protection and install our chosen antivirus application to all managed devices.
• Install remote support access application on each managed device to enable remote support.
• Configure patch management application and check for missing security updates.
• Implement device performance monitoring and automated remediations including disk cleanup, antivirus, and spyware scans.
• Review firewall configuration and other network infrastructure devices, replace those devices as required and as defined in the support agreement.
• Begin implementing our pre-defined network standards with the aim of stabilizing the network and ensure that managed devices can securely access the file server or other critical applications and services.
• Review and document current server and network configuration and status.
• Implement the defined backup and/or disaster recovery solutions as defined in the IT Support Agreement.
• As applicable, make recommendations for changes that should be considered to the managed environment.

The foregoing 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.

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 agreed start date and may overlap with the onboarding procedures; 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.

Additional Description of Services

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. Tier 3 IT will repair or replace HAAS Equipment as soon as is reasonable when a problem is identified by, or reported to, Tier 3 IT and has been determined by Tier 3 IT to be incapable of being remediated remotely.  Tier 3 IT depends on outside parties, hardware vendors, suppliers, and cannot be held liable for losses incurred as a result of failures, delays, or other outages as a result of hardware or software failures.  See our Master Services Agreement for full liability limits and details.

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 Tier 3 IT 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.

Covered Equipment / Hardware / Software 

Managed Services will be provided to the equipment listed in the Quote or Services Agreement, or that has our management tools installed (“Covered Hardware”).

The Services will apply to the software listed in the Quote or Services Agreement (“Supported Software”) provided, however, that all Supported Software must, at all times, be properly licensed, and under a maintenance and support agreement from the Supported Software’s manufacturer. In this Service Statement, Covered Hardware and Supported Software will be referred to as the “Environment” or “Covered Equipment.”

Physical Locations Covered by Services

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

Term; Termination

The Services will commence, and billing will begin, on the date indicated in the Quote or Services Agreement (“Commencement Date”) and will continue through the initial term listed in the Quote or Services Agreement (“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 Tier 3 IT ’s satisfaction.

Auto-Renewal. After the Initial Term all services, or subscriptions will renew on a month by month basis, either party may terminate the Services under the Quote at any time by providing the other party with no less than thirty (30) days prior written notice of termination.

Third Party Subscriptions or Commitments:  To provide the services described herein, Tier 3 IT will acquire certain software, cloud, or services subscriptions on behalf of the client.  In certain situations, those services are tied to separate terms as defined by the third-party vendor.  The client hereby agrees to abide by those specific terms whether they were communicated in full or not and will ensure that all costs are for early termination are paid in full to Tier 3 IT, or the respective vendor.

Assumptions / 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 from the manufacturer.
• 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 Environment must have a currently licensed, vendor-supported server-based backup solution that can be monitored.
• All wireless data traffic in the environment must be securely encrypted.
• There must be an outside static IP address assigned to a network device, allowing VPN/RDP control access.
• 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 Service Statement.
• 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 or Services Agreement will be out of scope and will not be provided to Client unless otherwise agreed, in writing, by Tier 3 IT.  Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Tier 3 IT 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 Environment up to the Minimum Requirements (unless otherwise noted in “Scope of Services” above).
• 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.

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 business hours unless otherwise specifically stated in the Quote or Services Agreement.  We will respond to problems, errors, or interruptions in the provision of the Services in the timeframe(s) described below.   Severity levels will be determined by Tier 3 IT in our discretion.  All remediation services will initially be attempted remotely; Tier 3 IT will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.

* All time frames are calculated as of the time that Tier 3 IT is notified of the applicable issue / problem by Client through Tier 3 IT’s designated support portal, help desk, or by telephone at  the telephone number listed in the Quote.  Notifications received in any manner other than described herein may result in a delay in the provision of remediation efforts. Help desk support provided outside of our normal support hours will be billed to Client at the hourly rate of $250/hour (2 hour minimum applies).

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 or Services Agreement.  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 or Services Agreement 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 or Services Agreement 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 or Services Agreement (as applicable) must be in writing and accepted by both parties.

Increases.  In addition, we reserve the right to increase our monthly recurring 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 notice period of sixty (60) days to review and discuss with us. Your continued acceptance or use of the Services after this sixty (60) day period will indicate your acceptance of the increased fees.

Travel Time.  If onsite services are provided, we will travel up to 30 minutes from our office to your location at no charge.  Time spent traveling beyond 30 minutes (e.g., locations that are beyond 30 minutes from our office, occasions on which traffic conditions extend our drive time beyond 30 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 Electronic Funds Transfer (EFT), as described below.  If you authorize payment by credit card and EFT, then the EFT payment method will be attempted first.  If that attempt fails for any reason, then we will process payment using your designated credit card.

• EFT. When enrolled in an EFT 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.

Additional Terms

Monitoring Services; Alert Services

Unless otherwise indicated in the Quote, all monitoring and alert-type services are limited to detection and notification functionalities only.  These functionalities are guided by Client-designated policies, which may be modified by Client as necessary or desired from time to time.  Initially, the policies will be set to a baseline standard as determined by Tier 3 IT; however, Client is advised to establish and/or modify the policies that correspond to Client’s specific monitoring and notification needs.

Remediation

Unless otherwise provided in the Quote or Services Agreement, remediation services required as a result of equipment failure, environmental issues (flood, fire, etc.), virus infection, network breach, employee misconduct, or other situations will be provided in accordance with the recommended practices of the managed services industry and are billable at our currently posted rates.  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 Service Statement 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.

Where applicable, we will coordinate with your internal IT personnel (“Your Personnel”) as necessary to help ensure that the Services are delivered efficiently and effectively.  That said, we are not responsible for the remediation of issues beyond the scope of the Quote or Services Agreement caused by any activities undertaken by Your Personnel, such as modifications to hardware or software configurations, installation of software, firmware upgrades, etc.  unless we pre-authorized those activities.

Anti-Virus; Anti-Malware

Our anti-virus / anti-malware solution is designed to help protect your Environment from becoming infected with 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.  In order to improve security awareness, you agree that Tier 3 IT 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.  You further agree that Tier 3 IT cannot be held liable for any losses incurred as a result of Virus, Ransomware, or other Malware infections on your network or computers.  For full details please refer to the Master Services Agreement.

Breach/Cyber Security Incident Recovery

Unless otherwise expressly stated in the Quote or Services Agreement, 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 impacted by the incident will be recoverable.  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 Environment, or (ii) prevents normal access to the Environment, or impedes or disrupts the normal functions of the Environment.

Awareness.  Ensuring that the managed environment is kept free of malware and other malicious code requires your participation and awareness.  Although our security solution is designed to issue alerts if malware-related activities or similar abnormalities are detected, certain types of malware may cause abnormalities in the managed environment that can initially be detected by end users.  If you know or have good reason to suspect that features or functions of the managed environment are not operating correctly or appear to act abnormally, you must bring that to our immediate attention.  Delayed notifications could, in some circumstances, result in irrecoverable data loss or significant malware penetration for which we cannot be held responsible.

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 or Services Agreement, 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.”  An “unlimited” service designation means that, subject to the terms of this FUP, you may use the 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 or Services Agreement, 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 Tier 3 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.  Tier 3 IT 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 Tier 3 IT believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner.

Patch Management

Through our patch review, approval and deployment practices we will venture to keep all managed hardware and managed software current with critical patches and updates (“Patches”) as those Patches are released and approved for deployment by our technical teams.  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 Tier 3 IT 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.  Tier 3 IT cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Tier 3 IT 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 Tier 3 IT 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, Tier 3 IT 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.  Tier 3 IT is not a warranty service or repair center.  Tier 3 IT 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 Tier 3 IT will be held harmless, and (ii) Tier 3 IT 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.

Technology Business Review; IT Strategic Planning

Suggestions and advice rendered to Client are provided in accordance with relevant industry practices, based on Client’s specific needs and Tier 3 IT’s opinion and knowledge of the relevant facts and circumstances.  By rendering advice, or by suggesting a particular service or solution, Tier 3 IT is not endorsing any particular manufacturer or service provider.

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, and will be held harmless and indemnified by you against, 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 is 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.

HaaS

You will use all Tier 3 IT-hosted or Tier 3 IT-supplied equipment and hardware (collectively, “Infrastructure”) for your internal business purposes only.  You shall not sublease, sublicense, rent or otherwise make the Infrastructure 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 which 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 Infrastructure if we believe, in our sole but reasonable judgment, that your use of the Infrastructure is violates the terms of the Quote, this Service Statement, or the Agreement.

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 neither 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 Tier 3 IT 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. Tier 3 IT 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 Tier 3 IT immediately to request the login information be reset or unauthorized access otherwise be prevented. Tier 3 IT 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.