Additional Terms

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Security Services

The Service is designed to provide cybersecurity support services designed to anticipate and prevent IT security problems before they occur. The Service is built upon the successful installation and configuration of technologies that Service Provider’s Helpdesk Team, Professional Services Team, and Network Operations Center (NOC) Team utilize to monitor and maintain critical technology systems.

Monitoring Services; Alert Services

Unless otherwise indicated in this SOW, 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 ACP; however, Client is advised to establish and/or modify the policies that correspond to Client’s specific monitoring and notification needs

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.

Anti-Virus; Anti-Malware; Advanced Endpoint Protection; DNS Protection

Our anti-virus / anti-malware solution / Advanced Endpoint Protection / DNS Protection 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. In order to improve security awareness, you agree that ACP 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.

Penetration Testing; Vulnerability Assessment

You understand and agrees 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.

Breach/Cyber Security Incident Recovery

Unless otherwise expressly stated in this SOW, the scope of this SOW 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.

Office 365 / Exchange Online Email

You are solely responsible for the security, confidentiality and integrity of all email, and the content of all email, received, transmitted, or stored through the Office 365 email service (“O365 Email”). You agree to refrain from uploading, posting, transmitting or distributing (or permitting any of your authorized users of the O365 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 ACP 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 O365 Email for the purpose of sending unsolicited commercial electronic messages (“SPAM”) in violation of any federal or state law. ACP reserves the right, but not the obligation, to suspend Client’s access to the O365 Email and/or all transactions occurring under Client’s O365 Email account if ACP believes, in its discretion, that Client’s email account is being used in an improper or illegal manner. Microsoft Customer Agreement: https://acp.us.com/microsoft-customer-agreement/

Quarterly 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 ACP’s opinion and knowledge of the relevant facts and circumstances. By rendering advice, or by suggesting a particular service or solution, ACP is not endorsing any particular manufacturer or service provider.

Unsupported Configuration Elements Or Services

If you request a configuration element (hardware or software) or hosting service in a manner that is not customary at ACP , or that is in “end of life” or “end of support” status, we may designate the element or service as “unsupported,” “non-standard,” “best efforts,” “reasonable endeavor,” “one-off,” “EOL,” “end of support,” or with like term in the service description (an “Unsupported Service”). We make no representation or warranty whatsoever regarding any Unsupported Service, and you agree that we will not be liable for any loss or damage arising from the provision of an Unsupported Service. Deployment and service level guarantees shall not apply to any Unsupported Service.

Remediation

Unless otherwise provided in this SOW, 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.

Fair Usage Policy

Our Fair Usage Policy (“FUP”) applies to all services in this SOW 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 this SOW, 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.

Responsibilities

The Client will be responsible for internal scheduling; providing access to key personnel, business locations, service accounts, maintaining vendor support/maintenance agreements for all covered equipment and systems; on-site administrative support; and reasonable access to past and current documentation that would aid the engagement. ACP will sign all required nondisclosure and confidentiality agreements, and will provide all administrative support off-site. ACP agrees to immediately apprise each other of any intelligence or findings that may impact the success of the engagement so that rapid action can be considered. Additional joint responsibilities may be added per your discretion which will be documented in the SLA.

Procurement

Equipment and software procured by ACP 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, ACP 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. ACP is not a warranty service or repair center. ACP will facilitate the return or warranty repair of Procured Equipment; however, Client understands and agrees that 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 ACP will be held harmless.

Product Shipping

Any applicable shipping costs will be billed directly. Shipping estimates may or may not be shown below in the product listing. Wherever possible free shipping is supplied as provided by the product vendor. Once orders have been processed the products ship via common carrier UPS or FedEx Ground unless otherwise specified. Products usually ship within 1-2 business days. Configure to order (CTO) products typically have longer lead times due to the custom nature of the product. Product ETAs can be confirmed with the sales team at ACP as information is made available from the vendor.

Down Payments, Billing and Leasing

Before any action is taken on your project a down payment of 25% will be collected. The full product invoice will be billed when your products are received to your location, or ACP Technologies Lab for configuration. Project Labor will be billed upon completion, based off the scope of work provided.

Lease pricing is intended to be a good faith estimate and is being used for marketing purposes only. The actual rate and payment amount may vary, and is subject to credit approval in addition to any terms and conditions that may be required.

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 Environment. 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 Environment but in a dormant and/or unused state.

License Grant

All Software Systems provided by ACP Technologies are embedded with proprietary software. ACP hereby grants to Client a non-exclusive, royalty free, non-transferable license, during the term of this SOW, to use the Software in conjunction with the ACP-related services provided by ACP. Client shall not reverse engineer, de-compile or otherwise use the Software in any manner not specifically authorized by ACP.