Services Guide

This Services Guide contains provisions that define, clarify, and govern the services described in the quote to which 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 Axios Technology Partners; 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.

AUDITING SERVICES

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
  • Office phone vendor service audit
  • Asset inventory
  • Email services 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If deficiencies are discovered during the auditing process (such as outdated equipment or unlicensed software), we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of the Services and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 options 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 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.
  • Compile a full inventory of all protected servers, workstations, and laptops.
  • Install our managed security suite if applicable.
  • Install remote support access application on each managed device to enable remote support.
  • Configure patch management if applicable
  • Optimize device performance including disk cleanup, antivirus, and spyware scans if applicable
  • Review firewall configuration and other network infrastructure devices.
  • Review status of battery backup protection on all critical devices.
  • Review and document current server configuration and status.
  • Determine existing backup strategy and status; prepare backup remediation 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.

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 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.

SERVICESGENERAL DESCRIPTIONRemote Monitoring and Security SuiteSoftware agents installed in Covered Equipment (defined below) report status and events on a 24×7 basis; alerts are generated and responded to in accordance with the Service Levels described below. Remote Helpdesk

·     Remote support provided during normal business hours for managed devices and covered software.

·     Tiered-level support provides a smooth escalation process and helps to ensure effective solutions.

Remote Infrastructure Maintenance / Onsite Support

·     Configuration, monitoring, and preventative maintenance services provided for the managed IT infrastructure.

·     If remote efforts are unsuccessful then Axios Technology Partners will dispatch a technician to the Client’s premises to resolve covered incidents (timing of onsite support is subject to technician availability and scheduling).

Backup Monitoring

·     Monitors backup status for certain backup applications then-installed in the managed environment, such as successful completion of backup, failure errors, and destination free space restrictions/limitations.

·     Helps ensure adequate access to Client’s data on the event of loss of data or disruption of certain existing backup applications.

·     Note: Backup monitoring is limited to monitoring activities only, and is not a backup and disaster recovery solution.

Backup Solutions

‍·     Premise, cloud-based, or colocation-hosted backup solution with optional data encryption for protected data.

‍Axios Technology Partners Automate

·     Remotely deploy vendor updates (e.g., x.1 to x.2), as well as bug fixes, minor enhancements, and security updates as deemed necessary on all managed hardware.

·     Deploy, manage, and monitor the installation of approved service packs, security updates and firmware updates as deemed necessary on all applicable managed hardware.

Email Threat Protection

‍·    Managed email protection from phishing, business email compromise (BEC), SPAM, and email-based malware.End User Security Awareness Training

·     Online, on-demand training videos.

·     Baseline testing to assess the phish-prone percentage of users; simulated phishing email campaigns designed to educate employees about security threats.

Hardware as a Service (HaaS)

The provisions and descriptions below apply to all hardware, devices, and accessories that are provided to you on a “hardware as a service” basis.

·     Scope. Provision and deployment of hardware and devices listed in the Quote or other applicable schedule (“HaaS Equipment”).

·     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. In addition, this deployment time frame may be extended as necessary to accommodate delays that are outside of our reasonable control, such as embargoes, labor or supply chain shortages, or other force majeure events.

·     Delayed Deployment. If you wish to delay the deployment of the HaaS Equipment, then you may do so if 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.

·     Repair/replacement of HaaS Equipment. Axios Technology Partners will endeavor to repair or replace HaaS Equipment within five (5) business days following the business day on which the applicable problem is identified by, or reported to, Axios Technology Partners and has been determined by Axios Technology Partners 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).

·     Technical Support for HaaS Equipment. We will provide technical support for HaaS Equipment in accordance with the Service Levels listed in this Services Guide.

·     Usage. You will use all HaaS Equipment 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 HaaS Equipment 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 HaaS Equipment violates the terms of the Quote, this Services Guide, or the Agreement.

·     Return of HaaS Equipment. Unless we expressly direct you to do so, you shall not remove or disable, or attempt to remove or disable, any software agents 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 Axios Technology Partners 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 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.

Two Factor Authentication

·     Advanced two factor authentication with advanced admin features.

·     Secures on-premises and cloud-based applications.

·     Permits custom access policies based on role, device, location.

·     Identifies and verifies device health to detect “risky” devices

Password Manager

·     Password Vault: Securely store and organize passwords in a secure digital location accessed through your browser or an app.

·     Password Generation: Generate secure passwords with editable options to meet specific criteria.

·     Financial Information Vault: Securely store and organize financial information such as bank accounts and credit card information in a secure digital location accessed through your browser or an app.

·     Single Sign-On: Single sign-on grants authorized employees or users access to applications with a single set of login credentials, based on a user’s identity and permission levels. Single sign-on relies on SAML (Security Assertion Markup Language), a secure, behind-the-scenes protocol, to authenticate users to cloud, mobile, legacy, and on-premise apps.

·     Browser App: Browser extension permits easy access to all of your information including the vaults, financial information, contact information, and single sign-on through the app.

·     Smart-Phone App:  Mobile phone app enables access to your vault and stored information on your mobile device.

Managed Networking

Axios Technology Partners will install at the Client’s premises Wireless Access Points, Firewalls, and Switches to provide internet access in all areas requiring wireless network coverage, as agreed upon by Axios Technology Partners and Client.

Axios Technology Partners will maintain, supervise, and manage the network system, including hardware and software at no additional cost.

Installed equipment will be compatible with the then-current industry standards, and renew the hardware at no charge to Client every five years at the latest.

Axios Technology Partners will provide remote support services during normal business hours to assist with device connectivity issues. (Support services will be provided on a “best efforts” basis only, and Client understands that some end-user devices may not connect to the wireless network, or they may connect but not perform well).

COVERED EQUIPMENT/HARDWARE

Managed Services will be applied to the number of devices indicated in the Quote (“Covered Hardware”). 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, or as necessary to accommodate changes to the quantity of Covered Hardware.

Unless otherwise stated in the Quote, Covered Devices will only include technology assets (such as computers, servers, and networking equipment) owned by the Client’s organization. As an accommodation, Axios Technology Partners may provide guidance in connecting a personal device to the Client’s organization’s technology, but support of personal devices is generally not included in the Scope of Services.

If the Quote indicates that the Services are billed on a “per user” basis, then the Services will be provided for up to two (2) Business Devices used by the number of users indicated in the Quote. A “Business Device” is a device that (i) is owned or leased by Client and used primarily for business, (ii) is regularly connected to Client’s managed network, and (iii) has installed on it a software agent through which we (or our designated Third Party Providers) can monitor the device.

We will provide support for any software applications that are licensed through us. Such software (“Supported Software”) will be supported on a “best effort” 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 will be provided to you on a “best-effort” basis and a time and materials basis with no guarantee of remediation. Should our technicians provide you with advice concerning non-Supported Software, the provision of that advice should be viewed as an accommodation, not an obligation, to you.

If we are unable to remediate an issue with non-Supported Software, then you will be required to contact the manufacturer/distributor of the software for further support. Please note: Manufacturers/distributors of such software may charge fees, some of which may be significant, for technical support; therefore, we strongly recommend that you maintain service or support contracts for all non-Supported Software (“Service Contract”). If you request that we facilitate technical support for non-Supported Software and if you have a Service Contract in place, our facilitation services will be provided at no additional cost to you.

In this Services Guide, 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 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 Axios Technology Partners’ 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”).

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

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.
  • All equipment must be running then-currently supported versions of such software and have all of the latest service packs and critical updates installed.
  • All software must be genuine, licensed and have active support from the vendor.
  • 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.
  • 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 Axios Technology Partners.  Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Axios Technology Partners 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.
  • Data migration or moves, adds, or changes of existing hardware or software
  • Project-based work such as system upgrades, migrations, deployment.

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, 8 AM – 5 PM Pacific Time, excluding legal holidays and Axios Technology Partners-observed holidays—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 Axios Technology Partners in our discretion after consulting with the Client.  All remediation services will initially be attempted remotely; Axios Technology Partners will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.

Trouble / SeverityResponse TimeCritical:  Service not available(e.g., all users and functions unavailable)Response within two (2) business hours after notification.Significant Degradation
(e.g., large number of users or business critical functions affected)Response within four (4) business hours after notification.Limited Degradation
(e.g., limited number of users or functions affected, business process can continue).Response within eight (8) business hours after notification.Small Service Degradation
(e.g., business process can continue, one user affected).Response within two (2) business days after notification.Long Term Project, Preventative MaintenanceResponse within four (4) business days after notification.

* All time frames are calculated as of the time that Axios Technology Partners is notified of the applicable issue / problem by Client through Axios Technology Partners’ 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.

Support During Off-Hours/Non-Business Hours: Technical support provided outside of our normal business hours are offered on a case-by-case basis, and are subject to technician availability. If Axios Technology Partners agrees to provide off-hours/non-business hours support (“Non-Business Hour Support”), then the 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:

  • Monday through Friday 5PM to 10PM, Saturday 8AM to 10PM – 1.5x normal rate
  • Every day, 10PM to 8AM, Sunday entire day, Holidays – 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.

Axios Technology Partners-Observed Holidays

  • New Year’s Day
  • Memorial Day
  • Independence Day
  • Labor Day
  • Thanksgiving Day
  • The day following Thanksgiving Day
  • Christmas Day

FEES

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

Reconciliation. Fees for certain Third Party Services that we facilitate or resell to you may begin to accrue prior to the “go-live” date of other applicable Services. (For example, Microsoft Azure or AWS-related fees begin to accrue on the first date on which we start creating and/or configuring certain hosted portions of the Environment; however, the Services that rely on Microsoft Azure or AWS may not be available to you until a future date). You understand and agree that you will be responsible for the payment of all fees for Third Party Services that are required to begin prior to the “go-live” date of Services, and we reserve the right to reconcile amounts owed for those fees by including those fees on your monthly invoices.

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.

Travel Time.  If onsite services are provided, travel time will be billed for the time it takes to travel to your location, the same rate of the service being provided. If return travel is more than 45 minutes from our office, return travel will also be billed at the same rate of the service being provided.

Onsite Appointment Cancellations.  You may cancel or reschedule any onsite 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.

Remote Appointment No-Shows.  If you fail to be available for a confirmed remote support appointment, you will be billed for the time window that was held for the remote appointment (usually 30 minutes).

Access Licensing.  One or more of the Services may require us to purchase certain “per seat” or “per device” licenses (often called “Access Licenses”) from one or more Third Party Providers. (Microsoft “New Commerce Experience” licenses as well as Cisco Meraki “per device” licenses are examples of Access Licenses.) Access Licenses cannot be canceled once they are purchased and often cannot be transferred to any other customer. For that reason, you understand and agree that regardless of the reason for termination of the Services, fees for Access Licenses are non-mitigatable and you are required to pay for all applicable Access Licenses in full for the entire term of those licenses. Provided that you have paid for the Access Licenses in full, you will be permitted to use those licenses until they expire.

REMOVAL OF SOFWARE 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.

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 Axios Technology Partners 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.

ADDITIONAL POLICIES

The following additional policies (“Policies”) apply to Services that we provide or facilitate under a Quote.  By accepting a Service for which one or more of the Policies apply, you agree to the applicable Policy.

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 Axios Technology Partners, 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.

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.

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.  In order to improve security awareness, you agree that Axios Technology Partners 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 Recovery
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 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.

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.”  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, 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 byAxios Technology Partners 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.  Axios Technology Partners 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 Axios Technology Partners 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 Axios Technology Partners 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.  Axios Technology Partners cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Axios Technology Partners 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 Axios Technology Partners 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, Axios Technology Partners 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.  Axios Technology Partners is not a warranty service or repair center.  Axios Technology Partners 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 Axios Technology Partners will be held harmless, and (ii) Axios Technology Partners 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.

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 Axios Technology Partners’ opinion and knowledge of the relevant facts and circumstances.  By rendering advice, or by suggesting a particular service or solution, Axios Technology Partners is not endorsing any particular 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.  Axios Technology Partners will not hold an actual director or officer position in Client’s company, and we will neither hold nor maintain any fiduciary realtionship with Client.  Under no circumstances shall Client list or place the Axios Technology Partners 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 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.

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 Axios Technology Partners 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. Axios Technology Partners 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 Axios Technology Partners immediately to request the login information be reset or unauthorized access otherwise be prevented. Axios Technology Partners 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.