Services Guide

This Services Guide contains provisions that define, clarify, and govern the scope of the services described in the quote that has been provided to you (the “Quote”), as well as the policies and procedures that we follow (and to which you agree) when we provide a service to you or facilitate a service for you. 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 Libby Computer (“Libby Computer,” “we,” “us,” or “our”); however, only those services specifically described in the Quote will be facilitated and/or provided to you (collectively, the “Services”). This Services Guide is governed under our Master Services Agreement (“MSA”). You may locate our MSA through the link in your Quote or, if you want, we will send you a copy of the MSA by email upon request. Capitalized terms in this Services Guide will have the same meaning as the capitalized terms in the MSA, unless otherwise indicated below.

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

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

Initial Audit / Diagnostic Services

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

If deficiencies are discovered during the auditing process (such as outdated equipment or unlicensed software), we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of the Services and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 listed in the Quote, then one or more of the following services may be provided to you.

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

If deficiencies are discovered during the onboarding process, we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of our monthly managed services. Please note, unless otherwise expressly stated in the Quote, onboarding- related services do not include the remediation of any issues, errors, or deficiencies (“Issues”), and we cannot guarantee that all Issues will be detected during the onboarding process.

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

Ongoing / Recurring Services

Ongoing/recurring services are services that are provided to you or facilitated for you on an ongoing basis and, unless otherwise indicated in a Quote, are billed to you monthly. Some ongoing/recurring services will begin with the commencement of onboarding services; others will begin when the onboarding process is completed. Please direct any questions about start or “go live” dates to your technician.

Managed Services

SERVICES GENERAL DESCRIPTION
Backup and File Recovery Implementation and facilitation of a top-tier backup and file recovery solution from our designated Third Party Provider. Features include:

 

  • 24/7 monitoring of backup system, including offsite backup, offsite replication, and an onsite backup appliance (“Backup Appliance”)
  • Troubleshooting and remediation of failed backup disks
  • Preventive maintenance and management of imaging software
  • Firmware and software updates of backup appliance
  • Problem analysis by the network operations team
  • Monitoring of backup successes and failures
  • Daily recovery verification

Backup Data Security: All backed up data is encrypted in transit and at rest in 256-bit AES encryption. All facilities housing backed up data implement physical security controls and logs, including security cameras, and have multiple internet connections with failover capabilities.

Backup Retention: Backed up data will be retained for the period indicated in the Quote.

Backup Alerts: Managed servers will be configured to inform of any backup failures.

Recovery of Data: If you need to recover any of your backed up data, then the following procedures will apply:

  • Service Hours: Backed up data can be requested during our normal business hours, which are currently Monday-Friday 8AM-5PM excluding holidays.
  • Request Method. Requests to restore backed up data should be made through one of the following methods: o Email: andrea@libbycomputer.com o Telephone: 603-986-8929
  • Restoration Time: We will endeavor to restore backed up data as quickly as possible following our receipt of a request to do so; however, in all cases data restoration services are subject to (i) technician availability and (ii) confirmation that the restoration point(s) is/are available to receive the backed up data.
Email Threat Protection

Implementation and facilitation of a trusted email threat protection solution from our designated Third Party Provider. Features include:

  • Managed email protection from phishing, business email compromise (BEC), SPAM, and email-based malware.
  • Friendly Name filters to protect against social engineering impersonation attacks on managed devices.
  • Protection against social engineering attacks like whaling, CEO fraud, business email compromise or W-2 fraud.
  • Protects against newly registered and newly observed domains to catch the first email from a newly registered domain.
  • Protects against display name spoofing.
  • Protects against “looks like” and “sounds like” versions of domain names.

Please see Anti-Virus; Anti-Malware and Breach / Cyber Security Incident Recovery sections below for important details.

All hosted email is subject to the terms of our Hosted Email Policy and our Acceptable Use Policy.

Endpoint Antivirus & Malware Protection

Implementation and facilitation of a top-tier endpoint malware protection solution from our designated Third Party Provider. Features include:

  • Utilizes artificial intelligence and machine learning to provide a comprehensive and adaptive protection paradigm to managed endpoints.
  • Detects unauthorized behaviors of users, applications, or network servers.
  • Blocks suspicious actions before execution.
  • Analyzes suspicious app activity in isolated sandboxes.
  • Antivirus and malware protection for managed devices such as laptops, desktops, and servers.
  • Protects against file-based and fileless scripts, as well as malicious JavaScript, VBScript, PowerShell, macros and more.
  • Allows whitelisting for legitimate scripts.
  • Allows for blocking of unwanted web content.
  • Detects advanced phishing attacks.
  • Detects / prevents content from IP addresses with low reputation.

Please see Anti-Virus; Anti-Malware and Breach / Cyber Security Incident Recovery sections below for important details.

End User Security Awareness Training

Implementation and facilitation of a security awareness training solution from an industry-leading third party solution provider.

Features include:

  • Online, on-demand training videos (multi-lingual).
  • Online, on-demand quizzes to verify employee retention of training content.
  • Baseline testing to assess the phish-prone percentage of users; simulated phishing email campaigns designed to educate employees about security threats.

Please see Anti-Virus; Anti-Malware and Breach / Cyber Security Incident Recovery sections below for important details.

Firewall Solution (firewall appliance provided / purchased by Client)
  • Monitors, updates (software/firmware), and supports Client- supplied firewall appliance.
  • Helps to prevent hackers from accessing internal network(s) from outside the network(s), while providing secure and encrypted remote network access; provides antivirus scanning for all traffic entering and leaving the managed network; provides website content filtering functionality.
Labor for New / Replacement Workstations Includes all labor charges for setup of new workstations, or replacement of existing workstations.

 

  • Labor covers:
    • New computers / additional computers added during the term of the Quote;
    • Replacement of existing computers that are four (4) or more years old (as determined by the manufacturer’s serial number records);
    • Replacement of existing computers that lost/stolen or irreparably damaged and/or out of warranty but not yet four years old;
    • Operating systems upgrades – subject to hardware compatibility.

The following restrictions apply:

  • Upgrades or installs of new or replacement computers are limited to four (4) devices per month unless otherwise approved in advance by Libby Computer;
  • This service is not available for used or remanufactured computers; and,
  • New/replacement computers must be business-grade machines (not home) from a major manufacturer like Dell, HPE, or Lenovo.
Password Manager Implementation and facilitation of industry-leading password management protection solution from our designated Third Party Provider. Features include:

 

  • 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.
  • Contact Information Vault: Store private addresses and personal contact information within your vault 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.
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 & Support
  • Configuration, monitoring, and preventative maintenance services provided for the managed IT infrastructure
  • If remote efforts are unsuccessful, then Libby Computer will dispatch a technician to the Client’s premises to resolve covered incidents (timing of onsite support is subject to technician availability and scheduling)
Remote Monitoring and Management Software agents installed in Covered Equipment (defined below) report status and IT-related events on a 24×7 basis; alerts are generated and responded to in accordance with the Service Levels described below.

 

  • Includes capacity monitoring, alerting us to severely decreased or low disk capacity (covers standard fixed HDD partitions, not external devices such as USB or mapped drives)
  • Includes routine operating system inspection and cleansing to help ensure that disk space is increased before space-related issues occur.
  • Review and installation of updates and patches for supported software.

In addition to the above, our remote monitoring and management service will be provided as follows:

Event Server Workstation
Hardware Failures Yes No
Device Offline Yes No
Failed/Missing Backup Yes No
Failed/Missing Updates Yes Yes
Low Disk Space Yes No
Agent missing/misconfigured Yes Yes
Excessive Uptime Yes No

Automatic Reboots (weekly)

No Yes

Please note: RMM applies only to devices that are capable of being detected, monitored and managed by Ubiquiti® products.

Security Incident & Event Monitoring (SIEM)

Implementation and facilitation of an industry leading SIEM from our designated Third Party Provider.

The SIEM service utilizes threat intelligence to detect threats that can exploit potential vulnerabilities against your managed network.

  • Initial Assessment. Prior to implementing the SIEM service, we will perform an initial assessment of the managed network at your premises to define the scope of the devices/network to be monitored (the “Initial Assessment”).
  • Monitoring. The SIEM service detects threats from external facing attacks as well as potential insider threats and attacks occurring inside the monitored network. Threats are correlated against known baselines to determine the severity of the attack.
  • Alerts & Analysis. Threats are reviewed and analyzed by third-party human analysts to determine true/false positive dispositions and actionability. If it is determined that the threat was generated from an actual security-related or operationally deviating event (an “Event”), then you will be notified of that Event.
    Events are triggered when conditions on the monitored system meet or exceed predefined criteria (the “Criteria”). Since the Criteria are established and optimized over time, the first thirty (30) days after deployment of the SIEM services will be used to identify a baseline of the Client’s environment and user behavior. During this initial thirty (30) day period, Client may experience some “false positives” or, alternatively, during this period not all anomalous activities may be detected.

Note: The SIEM service is a monitoring and alert-based system only; remediation of detected or actual threats are not within the scope of this service and may require Client to retain Libby Computer’s services on a time and materials basis.

Server Monitoring & Maintenance

As part of our RMM service, we will monitor and maintain managed servers as follows:

  • Software agents installed in covered servers report status and IT- related events on a 24×7 basis; alerts are generated and respondedto in accordance with the Service Levels described below.
  • Online status monitoring, alerting us to potential failures or outages
  • Capacity monitoring, alerting us to severely decreased or low disk capacity (covers standard fixed HDD and SSD partitions, not external devices such as USB or mapped network drives)
  • Performance monitoring, alerting us to unusual processor or memory usage
  • Server essential service monitoring, alerting us to server role-based service failures
  • Endpoint protection agent monitoring, alerting us to potential security vulnerabilities
  • Routine operating system inspection and cleansing
  • Secure remote connectivity to the server and collaborative screen sharing
  • Review and installation of updates and patches for Windows and supported software
  • Asset inventory and server information collection
Two Factor Authentication

Implementation and facilitation of a two factor authentication solution from our designated Third Party Provider. Features include:

  • 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

Server Next- Generation Antivirus

Implementation and facilitation of a top-tier, next generation antivirus protection solution from our designated Third Party Provider. Software agents installed in covered server devices protect against malware and prevents intruder access. Used in coordination with other endpoint security layers and security solutions to form a comprehensive defense strategy.

  • Next-generation deep learning malware detection, file scanning, and live protection for Server OS
  • Web access security and control, application security and control, intrusion prevention system
  • Data loss prevention, exploit prevention, malicious traffic detection, disk and boot record protection
Software Licensing (applies to all software licensed by or through Libby Computer)

All software provided to you by or through Libby Computer is licensed, not sold, to you (“Software”). In addition to any Software-related requirements described in Libby Computer’s Master Services Agreement, Software may also be subject to end user license agreements (EULAs), acceptable use policies (AUPs), and other restrictions all of which must be strictly followed by you and any of your authorized users.

When installing/implementing software licenses in the managed environment or as part of the Services, we may accept (and you agree that we may accept) any required EULAs or AUPs on your behalf. You should assume that all Software has an applicable EULA and/or AUP to which your authorized users and you must adhere. If you have any questions or require a copy of the EULA or AUP, please contact us.

Updates & Patching
  • Remotely deploy 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.
  • Perform minor hardware and software installations and upgrades of managed hardware.
  • Perform minor installations (i.e., tasks that can be performed remotely and typically take less than thirty (30) minutes to complete).
  • Deploy, manage, and monitor the installation of approved service packs, security updates and firmware updates as deemed necessary on all applicable managed hardware.
Vulnerability Scanning Implementation and facilitation of an industry-recognized vulnerability scanning solution from our designated Third Party Provider. Vulnerability scanning identifies holes in the managed network that could be exploited. Libby Computer runs external vulnerability scans monthly and internal vulnerability scans annually. External scans pertain to the IP address assigned to each customer location through the Client’s ISP. Internal scans look at all systems inside the managed network. Vulnerability results will be discussed during business review meetings with Client. Vulnerability reports will be made available on request. Please see additional terms for vulnerability scanning below.
Wi-Fi Services

Libby Computer will install at the Client’s premises Wireless Access Points to provide a bandwidth of at least 10Mbps (download) in all areas requiring wireless network coverage, as agreed upon by Libby Computer and Client.

  • Libby Computer will maintain, supervise, and manage the wireless system at no additional cost.
  • Installed equipment, if provided by Libby Computer, will be compatible with the then-current industry standards.
  • Libby Computer 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).

Please note: Wi-Fi services require a Ubiquiti® router. Also, any Wi-Fi devices, such as access points or routers, that are supplied by Client cannot be older than five (5) years from the applicable device’s original date of manufacture, and in all cases must be supported by the manufacturer of the device(s).

Workstation Next- Generation Malware Solution

Implementation and facilitation of an industry-recognized, next generation workstation malware protection solution from our designated Third Party Provider.

Software agents installed in covered devices protect against malware and prevent intruder access. Used in coordination with other endpoint security layers and security solutions to create a comprehensive defensive strategy.

  • Next-generation deep learning malware detection, file scanning, and live protection for Workstation OS.
  • Web access security and control, application security and control, intrusion prevention system.
  • Data loss prevention, exploit prevention, malicious traffic detection, disk, and boot record protection.

Please note: Certain features and functions of this malware protection solution may not operate correctly (or at all) on hardware on which QuickBooks® software is installed. We strongly advise you to notify us if QuickBooks® software is installed on any device in your managed IT environment.

Workstation Monitoring & Maintenance

Software agents installed in covered workstations report status and IT-related events on a 24×7 basis; alerts are generated and responded to in accordance with the Service Levels described below.

  • Online status monitoring, alerting us to potential failures or outages.
  • Capacity monitoring, alerting us to severely decreased or low disk capacity (covers standard fixed HDD and SSD partitions, not external devices such as USB or mapped network drives).
  • Performance monitoring, alerting us to unusual processor or memory usage.
  • Endpoint protection agent monitoring, alerting us to potential security vulnerabilities.
  • Routine operating system inspection and cleansing.
  • Secure remote connectivity to the workstation and collaborative screen sharing.
  • Review and installation of updates and patches for Windows and supported software.
  • Asset inventory and workstation information collection.

Covered Environment

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, Libby Computer 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, then 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. Libby Computer visits will be scheduled in accordance with the priority assigned to the issue (below) and are subject to technician availability. Unless we agree otherwise, all onsite Services will be provided at Client’s primary business location. Additional fees may apply for onsite visits: Please review the Service Level section below for more details.

Minimum Requirements / Exclusions

The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements, all of which must be provided/maintained by Client at all times:

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 Libby Computer. Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Libby Computer in writing:

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, 9 AM – 6 PM Eastern Time, excluding legal holidays and Libby Computer-observed holidays as listed below), unless otherwise specifically stated in the Quote or as otherwise described below.

We will respond to problems, errors, or interruptions in the provision of the Services during business hours in the timeframe(s) described below. Severity levels will be determined by Libby Computer in our discretion after consulting with the Client. All remediation services will initially be attempted remotely; Libby Computer 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 Time
Critical / 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 Maintenance Response within four (4) business days after notification.

* All time frames are calculated as of the time that we are notified of the applicable issue / problem by Client through our 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 is offered on a case-by- case basis and is subject to technician availability. If Libby Computer agrees to provide off-hours/non-business hours support (“Non-Business Hour Support”), then that support will be provided on a time and materials basis (which is not covered under any Service plan), and will be billed to Client at one and one-half times (1.5x) our normal hourly rate(s).

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.

Libby Computer-Observed Holidays:

Libby Computer observes the following holidays:

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

Fees

The fees for the Services will be as indicated in the Quote. 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 and your location is more than twenty miles from our technician’s location, then we will invoice you for time expended by our technician traveling to and from your location, and time will be billed at our then-current hourly rate. In all cases, you will be billed for all tolls, parking fees, and related expenses that we incur if we provide onsite services to you.

Appointment Cancellations. You may cancel or reschedule any appointment with us at no charge by providing us with notice of cancellation at least one business day in advance. If we do not receive timely a notice of cancellation/re-scheduling, or if you are not present at the scheduled time or if we are otherwise denied access to your premises at a pre-scheduled appointment time, then you agree to pay us a cancellation fee equal to two (2) hours of our normal consulting time (or non-business hours consulting time, whichever is appropriate), calculated at our then-current hourly rates.

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.

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 Libby Computer’s satisfaction.

The Services will continue through the Initial Term until terminated as provided in the Agreement, the Quote, or as indicated in this Service Guide (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 and per devices licenses that we acquire on your behalf. Please see “Access Licensing” in the Fees section above for more details.

Removal of Software Agents; Return of 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 managed environment or any of the devices on which we installed software agents. Doing so without our guidance may make it difficult or impracticable to remove the software agents, which could result in network vulnerabilities and/or the continuation of license fees for the software agents for which you will be responsible, and/or the requirement that we remediate the situation at our then-current hourly rates, for which you will also be responsible. Depending on the particular software agent and the costs of removal, we may elect to keep the software agent in the managed environment but in a dormant and/or unused state. Within ten (10) days after being directed to do so, Client will remove, package and ship, at Client’s expense and in a commercially reasonable manner, all hardware, equipment, and accessories leased, loaned, rented, or otherwise provided to you by Epoch IT “as a service.” If you fail to timely return all such equipment to us, or if the equipment is returned to us damaged (normal wear and tear excepted), then we will have the right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment.

Offboarding

Subject to the requirements in the MSA, Libby Computer will off-board Client from Libby Computer’s services by performing one or more of the following:

Additional Terms & Policies

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 Libby Computer, and Client shall not modify these levels without our prior written consent.

Configuration of Third Party Services

Certain third party services provided to you under an Order 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 authorization could disrupt the Services and/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 (“Malware”); however, Malware that exists 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 Malware will be detected, avoided, or removed, or that any data erased, corrupted, or encrypted by Malware will be recoverable. To improve security awareness, you agree that Libby Computer 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 or systems impacted by the incident will be recoverable or remediated. For the purposes of this paragraph, a Security Incident means any unauthorized or impermissible access to or use of the Environment, or any unauthorized or impermissible disclosure of Client’s confidential information (such as user names, passwords, etc.), that (i) compromises the security or privacy of the information or applications in, or the structure or integrity of, the managed environment, or (ii) prevents normal access to the managed environment, or impedes or disrupts the normal functions of the managed environment.

Environmental Factors

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

Fair Usage Policy

Our Fair Usage Policy (“FUP”) applies to all services that are described or designated as “unlimited” or which are not expressly capped in the number of available usage hours per month. An “unlimited” service designation means that, subject to the terms of this FUP, you may use the applicable service as reasonably necessary for you to enjoy the use and benefit of the service without incurring additional time-based or usage-based costs. However, unless expressly stated otherwise in the Quote, all unlimited services are provided during our normal business hours only and are subject to our technicians’ availabilities, which cannot always be guaranteed. In addition, we reserve the right to assign our technicians as we deem necessary to handle issues that are more urgent, critical, or pressing than the request(s) or issue(s) reported by you. Consistent with this FUP, you agree to refrain from (i) creating urgent support tickets for non-urgent or non-critical issues, (ii) requesting excessive support services that are inconsistent with normal usage patterns in the industry (e.g., requesting support in lieu of training), (iii) requesting support or services that are intended to interfere, or may likely interfere, with our ability to provide our services to our other customers.

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 Libby Computer 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. Libby Computer cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Libby Computer 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 Libby Computer 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, Libby Computer 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. Libby Computer is not a warranty service or repair center. Libby Computer 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 Libby Computer will be held harmless, and (ii) Libby Computer is not responsible for the quantity, condition, or timely delivery of the Procured Equipment once the equipment has been tendered to the designated shipping or delivery courier.

Business Review / IT Strategic Planning Meetings

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

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 Scanning

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 and/or vulnerability scanning processes, 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 or vulnerability scanning 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 or vulnerability scanning services by any monitoring company or law enforcement authorities, or (ii) the partial or complete shutdown of the Environment by any alarm or security monitoring device.

No Third Party Scanning

Unless we authorize such activity in writing, you will not conduct any test, nor request or allow any third party to conduct any test (diagnostic or otherwise), of the security system, protocols, processes, or solutions that we implement in the managed environment (“Testing Activity”). Any services required to diagnose or remediate errors, issues, or problems arising from unauthorized Testing Activity are not covered under the Quote, and if you request us (and we elect) to perform those services, those services will be billed to you at our then-current hourly rates.

Obsolescence

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

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.

Acceptable Use Policy

The following policy applies to all hosted services provided to you, including but not limited to (and as applicable) hosted applications, cloud-based solutions, and hosted or virtual infrastructure, platform, or desktop services (“Hosted Services”).

Libby Computer does not routinely monitor the activity of hosted or virtual accounts except to measure service utilization and/or service uptime, security-related purposes and billing-related purposes, and as necessary for us to provide or facilitate our managed services to you; however, we reserve the right to monitor Hosted Services at any time to ensure your compliance with the terms of this Acceptable Use Policy (this “AUP”) and our master services agreement, and to help monitor and ensure the safety, integrity, reliability, or security of the Hosted Services.

Similarly, we do not exercise editorial control over the content of any information or data created on or accessible over or through the Hosted Services. Instead, we prefer to advise our customers of inappropriate behavior and any necessary corrective action. If, however, Hosted Services are used in violation of this AUP, then we reserve the right to suspend your access to part or all of the Hosted Services without prior notice.

Violations of this AUP: The following constitute violations of this AUP:

To maintain the security and integrity of the hosted environment, we reserve the right, but not the obligation, to filter content, Libby Computer requests, or website access for any web requests made from within the hosted environment.

Revisions to this AUP: We reserve the right to revise or modify this AUP at any time. Changes to this AUP shall not be grounds for early contract termination or non-payment.

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