STATEMENT OF SERVICES
This Statement of Services (“Service Statement”) contains provisions that define, clarify, and govern the provisions of the quote to which it is attached (the “Quote”). If you do not agree with the terms of this Service Statement, you should not sign the Quote and you must contact us for more information.
This Service Statement generally describes all managed services provided by Bytes, Inc.; however, only those services described in the Quote will be 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 provided to you unless otherwise agreed to by us in writing.
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.
- Uninstall any previous virus protection and install our managed antivirus application.
- Install remote support access application on each managed device to enable remote support.
- Configure patch management application and check for missing security updates.
- Uninstall unsafe applications or applications that are no longer necessary.
- Optimize device performance including disk cleanup, antivirus, and spyware scans.
- Review firewall configuration and other network infrastructure devices.
- Review status of battery backup protection on all devices.
- Stabilize network and assure that all devices can securely access the file server.
- Review and document current server configuration and status.
- Determine existing backup strategy and status; prepare backup options for consideration.
- Review password policies and update user and device passwords.
- As applicable, make recommendations for changes that should be considered to the managed environment.
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 Service Solutions
The following Services, if listed in the Quote, will be provided to you. Please note: Bytes offers two options of services: “All-Inclusive” and “Non-Inclusive”, each of which is described below. Please check your Order carefully to ensure that you have purchased the correct service type for your company’s needs.
Managed IT Services (All-Inclusive)
The “All-Inclusive” option includes all labor required to implement the Services, as well as all labor required to remediate ancillary issues arising from or related to the Services.
(By way of example: Updates to covered devices are included, and should an update impact a covered device negatively, the labor to remediate that issue would also be included.)
|Management and maintenance services for IT.
*Updates & Patching – Firmware updates and incremental version upgrades are only included if deemed necessary by Bytes. Typically, these are considered a project and billed out as projects separately. Full version upgrades would be considered 1.0>2.0 are also not included and are billed out as projects separately. Incremental version upgrades would be considered 1.0>1.1 as an example.
Managed IT Services (Non-Inclusive)
The “Non-Inclusive” option generally excludes labor required to remediate ancillary issues arising from or related to the Services.
(By way of example: Updates to covered devices are included, and should an update impact a covered device negatively, the labor to remediate that issue would not be included.)
|Management and maintenance services for IT.
Non-Inclusive Technical Support* – Only support for Remote Monitoring & Management, Security, Updates & Patching issues are covered under this service. All other technical support provided will be billed out at our standard hourly rate. Service Level Agreement (SLA): Our Non-Inclusive service package has its own corresponding SLA—see “Service Level” section, below.
Technical Support: Our Non-Inclusive service package does not include standard technical support labor. Only support for Remote Monitoring & Management, Security, Updates & Patching issues are covered under this service. All other technical support provided will be billed out at our then-current standard hourly rates.
Managed Infrastructure Services
Management of core network and server infrastructure, e.g., Switching, Wireless, Firewalls, Server Hardware & Hosts, VMware vCenter, SANs, and other network appliances. Can be used standalone or to supplement in-house/co-managed IT support.
Technical Support – Support and resolution provided for covered devices. Support response and resolution time follows the (All-Inclusive) SLAs listed below. Covers issues caused by or which are the result of managed infrastructure.
Cloud stored and cloud-accessible network and computing.
Hardware as a Service
All-Inclusive Hardware as a Service program.
*See below for additional details about HAAS.
Managed Backup and Replication Service
Data Backup and Replication Service.
BMBR includes the following services utilizing an on-site Backup Repository (REPO) unit or Direct to Cloud solution:
Direct to Cloud – A backup agent installed on system Operating Systems that backs up images/data direct to the cloud. This backup does not offer local storage. Direct to Cloud backup agents are deployed to non-server operating systems for backup and recovery of critical system files.
**Additional storage, systems and replication services can be added at a cost, which is determined in the quote.
**See below for additional details about storage limitations, frequency of backup, recovery, etc.
*Direct to Cloud backup does not allow for periodic bootup test and is not included.
Managed Service Desk
Managed IT Service Desk is intended to be a primary point of engagement between users and an IT organization. Management of incidents and service requests along with handling user communications, SLAs, tracking, metrics, user satisfaction. Can be used to supplement in-house/co-managed IT support.
Managed Service Desk will be onboarded in a phased approach.
Service Desk Training
Managed Service Desk includes the following:
Security Awareness Training, Dark Web Monitoring and Password Manager bundle.
End User Security Awareness Training
Our onboarding team will walk you through what to expect and ensure you have what you need to get started.
Dark Web Monitoring
|Not currently offered.|
Additional Description of Services
The following additional details are intended to further explain and define the scope of our Services.
Managed Backup & Replication Service
- Backed-Up Servers / Workstations: See Quote for servers/workstations that will be backed up.
Note: Data on equipment that is not specifically listed in the Quote will not be backed up.
- Storage Limitation: Client will be allocated storage space for backup and recovery purposes as listed in the Quote. The costs of any additional space required or requested by Client will be listed in the Quote.
- System Limitation: Backup appliances have limitations on the number of devices which can be backed up and will be listed in the Quote. The costs of any additional systems necessary beyond this amount will be listed in the Quote.
- Backup Frequency: Servers and/or workstation backups will be scheduled every 2 hours between 6AM and 6PM, 7 days a week. Backup frequency can be increased up to every 60 minutes. If Client has sufficient bandwidth all restore points will be copied offsite as backups are completed. If Client does not have sufficient bandwidth to copy restore points to the cloud as backups complete then restore points will be copied offsite as Client bandwidth allows. Off-site backup frequency is ultimately dependent on total data size, data change rate, and available bandwidth.
- Backup Retention: Recent restore points will be kept on local storage. Recent restore points, once copied offsite, will be marked as immutable for a period no less than 7 days. Weekly, monthly, and annual restore points will be removed from local storage after they have been copied offsite. Standard Retention Policy in effect is:
- All Restore points for 3-7 days
- 4 Weekly Restore points
- 12 Monthly Restore points
Direct to Cloud Retention: Restore points will be copied offsite to the cloud and will be retained on a rolling seven (7) day period.
Loaned Equipment. The REPO utilized by Bytes (if any), as well as any hardware or other equipment that is loaned to Client, is and shall remain the property of Bytes and must be returned when requested. If the REPO unit or any loaned equipment is not returned in a timely manner or is stolen, or if the equipment is returned damaged or destroyed, Client agrees to pay current market prices at the time of the loss for replacement equipment.
Security – All data is fully encrypted during transmit off-site. All data is stored off-site in client provided DR location. The on-site REPO unit communicates with off-site remote server using SSL (Secure Socket Layers) technology.
Smart Data Transport
License Grant. All Backup Appliances are embedded with proprietary software (“BDR Software”). Bytes hereby grants to Client a non-exclusive, royalty free, non-transferable license, during the term of this Service Statement, to use the BDR Software in conjunction with the BDR-related services provided by Bytes. Client shall not reverse engineer, de-compile or otherwise use the BDR Software in any manner not specifically authorized by Bytes.
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.
Loaned Equipment. Unless otherwise indicated in the Quote, all HaaS Equipment is and shall remain the property of Bytes and must be returned upon request. Client further agrees to cease the use of any technology that remains the property of Bytes of this agreement. If the HaaS equipment is stolen, damaged or destroyed, Client must pay current market prices at the time of the loss for a replacement unit. We reserve the right, and you agree that we are entitled, to place a hold of up to the value of the HaaS Equipment on your designated credit card to secure the return of the 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 guarantee 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 Bytes will repair or replace HAAS Equipment on a “best efforts” basis on the first business day following the business day on which Bytes is alerted to the repair/replacement issue (accounting for possible vendor delays); provided, however, that Bytes reserves the right in all cases to attempt to remediate the applicable issue prior to authorizing the repair or replacement of hardware.
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. If we elect to swap out HaaS Equipment, 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 Bytes 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.
Adding Equipment Additional HaaS Equipment may be provided to Client by mutual written agreement of the parties and in accordance with the terms of the MSA. When the new HaaS Equipment is deployed, it will be rolled into the Client’s then-outstanding billing schedule. Any new HaaS Equipment added will have its own term separate from any then-outstanding HaaS agreement.
Covered Equipment / Hardware / Software
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 Fee’s section below for more details.
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 Bytes’s satisfaction. The Services will continue through the Initial Term until terminated as provided in the Agreement, the Quote, or as indicated in this section (the “Service Term”).
After the expiration of the initial Service Term, the Service Term will automatically renew for contiguous terms equal to the initial Service Term unless either party notifies the other of its intention to not renew the Services no less than ninety (90) days before the end of the then-current Service Term.
Assumptions / Minimum Requirements / Exclusions
The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements:
- Client shall have a suitable, serviceable broadband connection (defined as 50 Megabit bandwidth or greater bandwidth) and agrees to provide the necessary cooperation to allow Bytes online access via an acceptable and secure Internet connection to gain remote access to Client’s system(s) for providing remote monitoring, support and troubleshooting.
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 Bytes. Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Bytes in writing:
- Parts, equipment, or software not covered by vendor/manufacturer warranty or support.
- The cost of any parts, equipment, or shipping charges of any kind.
- The costs to repair and triage damage or a security breach due to negligence. An example would be giving out access to the private network to the public through Wi-Fi or other means. Or by providing credentials via a phishing email or poor password hygiene.
- The cost of any 3rd party vendor or manufacturer support or incident fees of any kind.
- The cost to bring the Client’s environment up to the minimum standards required for Services.
- Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
- Service and repair made necessary by the alteration or modification of equipment other than that authorized by Bytes, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Bytes.
- Maintenance of applications software packages, whether acquired from Bytes or any other source.
- Programming (modification of software code) and program (software) maintenance.
- Bytes is not responsible for Client data on servers, backup tapes or any other media unless backup solution is provided by Bytes.
- Training services of any kind.
- Implementations of new hardware, software systems, large upgrades (moves, adds, changes) will go through the standard sales process and be quoted, sold, and billed as stand-alone projects.
- Equipment Relocation
- Major version upgrades for Windows Servers (Server 2012 > 2016/2019)
- Full software version upgrades (such as 1.0 > 2.0)
- Server and network Infrastructure or other technology additions
- Satellite or new office location setups
- The cost of rebuilding a failed server environment.
- Major Disaster Recovery (Multiple Servers/Entire Sites).
- Backup/Recovery of Data not identified under covered equipment in the Quote.
- Battery Backup replacement.
- Data/Voice wiring or cabling services of any kind.
Automated monitoring is provided on an ongoing (i.e., 24x7x365) basis; response, repair, and/or remediation services (as applicable) will be provided only if covered under your service plan and, in all cases, during business hours only unless otherwise specifically stated in the Quote. 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 Bytes in our discretion after consulting with the Client. All remediation services will initially be attempted remotely; Bytes will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.
|Priority||Priority Determination||Expect Communication Within||Resolution Goal|
|4||A task, service, or individual is impacted but there is low/no impact on productivity.||2 Business Day||5 Business Days|
|3||A task, service, or individual is impacted but there is a work around available.||4 Hours||2 Business Days|
|2||Mission critical system or service is down but there is a work around available.||1 Hour||8 Hours|
|1||Mission Critical system or service that is down and no work around is available. High impact.||15 Minutes||4 Hours|
|Priority||Priority Determination||Expect Communication Within||Resolution Goal|
|4||A task, service, or individual is impacted but there is low/no impact on productivity.||4 Business Day||8 Business Days|
|3||A task, service, or individual is impacted but there is a work around available.||48 Hours||4 Business Days|
|2||Mission critical system or service is down but there is a work around available.||24 Hours||48 Hours|
|1||Mission Critical system or service that is down and no work around is available. High impact.||24 Hours||36 Hours|
* All time frames are calculated as of the time that Bytes is notified of the applicable issue / problem by Client through Bytes’ 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.
The following holidays are observed by Bytes:
- New Year’s Eve (December 31)
- New Year’s Day (January 1)
- Memorial Day (last Monday in May)
- Independence Day (July 4)
- Labor Day (first Monday in September)
- Thanksgiving (fourth Thursday in November)
- Day after Thanksgiving
- Christmas Eve (December 24)
- Christmas (December 25)
Bytes’ normal business hours are 8 AM to 5 PM (Mountain Standard Time) weekly. We do have emergency hours from 7am to 8am and 5pm to 7pm (Mountain Standard Time) Monday thru Friday along with 7am to 7pm (Mountain Standard Time) Saturday and Sunday.
The fees for the Services will be as indicated in the Quote.
Due to the nature of rate changes our standard hourly rates can be provided upon request. Speak with your Account Manager and he/she will provide you with the most current information.
Changes to Environment. Initially, you will be charged the monthly fees indicated in the Quote. Thereafter, if the managed environment changes, or if the number of authorized users accessing the managed environment changes, then you agree that the fees will be automatically and immediately modified to accommodate those changes.
Minimum Monthly Fees. The initial Fees indicated in Quote are the minimum monthly fees (“MMF”) that will be charged to you during the term. You agree that the MMF will not drop below the amounts indicated in the Quote, regardless of the number of users or devices to which the Services are directed or applied, unless we agree to the reduction. All modifications to the amount of hardware, devices, or authorized users under the Quote (as applicable) must be in writing and accepted by both parties.
Increases. In addition, we reserve the right to increase our monthly recurring and data recovery fees; provided, however, if an increase is more than five percent (5%) of the fees charged for the Services (excluding software & licensing) in the prior calendar year, then you will be provided with a sixty (60) day opportunity to terminate the Services by providing us with written notice of termination. You will be responsible for the payment of all fees that accrue up to the termination date and all pre-approved, non-mitigatable expenses that we incurred in our provision of the Services through the date of termination. Your continued acceptance or use of the Services after this sixty (60) day period will indicate your acceptance of the increased fees.
Travel Time If onsite services are provided, this may incur a trip charge. Trip charges may be determined based on distance and location from our offices. You will find any trip charges listed in the quote. If trip charge is not listed, we reserve the right to bill actual travel charges. Time spent traveling to and from your office will be billed to you at the specified trip charge or rate. In addition, you will be billed for all reasonable tolls, parking fees, lodging, food, and related expenses that we incur if we provide onsite services to you.
Appointment Cancellations. You may cancel or reschedule any appointment with us at no charge by providing us with notice of cancellation at least one business day in advance. If we do not receive timely a notice of cancellation/re-scheduling, or if you are not present at the scheduled time or if we are otherwise denied access to your premises at a pre-scheduled appointment time, then you agree to pay us a cancellation fee equal to two (2) hours of our normal consulting time (or non-business hours consulting time, whichever is appropriate), calculated at our then-current hourly rates.
Automated Payment. You may pay your invoices by credit card and/or by ACH, as described below. If you authorize payment by credit card and ACH, then the ACH payment method will be attempted first. If that attempt fails for any reason, then we will process payment using your designated credit card.
- ACH. When enrolled in an ACH payment processing method, you authorize us to electronically debit your designated checking or savings account, as defined and configured by you in our payment portal, for any payments due under the Quote. This authorization will continue until otherwise terminated in writing by you. We will apply a $35.00 service charge to your account for any electronic debit that is returned unpaid due to insufficient funds or due to your bank’s electronic draft restrictions.
- Credit Card. When enrolled in a credit card payment processing method, you authorize us to charge your credit card, as designated by you in our payment portal, for any payments due under the Quote. WE WILL ADD 3.2% TO THE AMOUNT DUE ON EACH INVOICE FOR CLIENT’S CONVENIENCE OF USING A CREDIT CARD INSTEAD OF SUBMITTING A PAYMENT BY CHECK OR PAYING BY ACH.
Microsoft Licensing Fees. The Services may require us to purchase certain “per seat” licenses from Microsoft (which Microsoft refers to as New Commerce Experience or “NCE Licenses”) to provide you with one or more of the following applications: Microsoft 365, Dynamics 365, Windows 365, and Microsoft Power Platform (each, an “NCE Application”). As per Microsoft’s requirements, NCE Licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. If we purchase NCE Licenses for you pursuant to an SOW, then those licenses may require a one (1) year term—please see your SOW for details. For that reason, you understand and agree that regardless of the reason for termination of the Services, you are required to pay for all applicable NCE Licenses in full for the entire term of those licenses. Provided that you have paid for the NCE Licenses in full, you will be permitted to use the applicable NCE Applications until the expiration of their license terms, even if you move to a different managed service provider.
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 Bytes, and Client shall not modify these levels without our prior written consent.
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.
Certain environments may require a specified maintenance window for Bytes to perform scheduled, updates/upgrades/installs or other similar activities that cause downtime. The maintenance window schedule and timeframe will be negotiated with the Client. The client should be aware that certain services and functions may be out of commission or suspended, such as backup restore points or other automated services in order to perform maintenance tasks during the scheduled window.
Configuration of Third-Party Services
Certain third-party services provided to you under this SOS 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.
If your environment is co-managed, 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 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.
Our anti-virus / anti-malware solution will generally protect the Environment from becoming infected with new viruses and malware (“Viruses”); however, Viruses that exist in the Environment at the time that the security solution is implemented may not be capable of being removed without additional services, for which a charge may be incurred. We do not warrant or guarantee that all Viruses and malware will be capable of being detected, avoided, or removed, or that any data erased, corrupted, or encrypted by malware will be recoverable. To improve security awareness, you agree that Bytes 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 do 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.
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 “All-Inclusive.” An “all-inclusive” 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 all-inclusive 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.
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 Bytes 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. Bytes 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 Bytes believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner.
VoIP/ Phone System
911 Dialing / Emergency Dialing – Limitations
The VoIP Service (“VoIP Service”) may not support traditional 911 or E911 access to emergency services in all locations. The 911 dialing feature of the VoIP Service is not automatic; Client may be required to take affirmative steps to register the address where the VoIP Service will be used in order to activate the 911 Dialing feature. Client understands that Client must inform any users of the VoIP Service of the non-availability of traditional 911 or E911.
When a VoIP calling device is registered in a particular location, it cannot be moved without re-registering the device in the new location. Client agrees that it will not move any VoIP calling device without Bytes’s written consent. Client shall hold Bytes harmless for any and all claims or causes of action arising from or related to Client’s inability to use traditional 911 or E911 services.
When an emergency call is made, one or more third parties use the address of Client’s registered location to determine the nearest emergency response location, and then the call is forwarded to a general number at that location. When the emergency location receives Client’s call, the operator will not have Client’s address and may not have Client’s phone number. Client understands and agrees that users of the VoIP System must provide their address and phone number in order to get help. Client hereby authorizes Bytes to disclose Client’s name and address to third-party service providers, including, without limitation, call routers, call centers and public service answering points, for the purpose of dispatching emergency services personnel to Client’s registered location.
Client understands and agrees that 911 dialing does not and will not function in the event of a power failure or disruption. Similarly, the hosted VoIP Services will not operate (i) during service outages or suspensions or terminations of service by Client’s broadband provider or ISP, or (ii) during periods of time in which Client’s ISP or broadband provider blocks the ports over which the VoIP Services are provided. Client further understands and agrees that 911 Dialing will not function if Client changes its telephone number, or if Client adds or ports new telephone numbers to Client’s account, unless and until Client successfully register its location of use for each changed, newly added or newly ported telephone number.
Client expressly agrees not to use VoIP System for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for any other use that results in excessive usage inconsistent with standard commercial calling patterns.
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 for reasons we deem necessary, or 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 Bytes 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. Bytes cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Bytes 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.
Equipment and software procured by Bytes 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, Bytes 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. Bytes is not a warranty service or repair center. Bytes 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 Bytes will be held harmless.
Technology Strategy Meetings; IT Strategic Planning
Suggestions and advice rendered to Client are provided in accordance with relevant industry practices, based on Client’s specific needs and Bytes’s opinion and knowledge of the relevant facts and circumstances. By rendering advice, or by suggesting a particular service or solution, Bytes 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. Bytes will not hold an actual director or officer position in Client’s company, and we will neither hold nor maintain any fiduciary relationship with Client. Under no circumstances shall Client list or place the Bytes 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, 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.
You will use all Bytes-hosted or Bytes-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.
Domain Name Services
If you register, renew, or transfer a domain name through Bytes, we will submit the request to the applicable domain name services provider (the “Registrar”) on your behalf. Our sole responsibility is to submit the request to the Registrar, and we are not responsible for any errors, omissions, or failures of the Registrar.
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 Bytes , 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.
Any IP addresses provided to Client by Bytes during the Service Term are managed by Bytes and Bytes will retain these IP addresses after termination of the Services, meaning that they may not be transferred or utilized by Client after termination of the 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.
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. Bytes 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 Bytes immediately to request the login information be reset or unauthorized access otherwise be prevented. Bytes will use commercially reasonable efforts to implement such requests as soon as practicable after receipt of notice.
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.