Service Statement

This Service Statement contains provisions that define, clarify, and govern the services described in the quote provided to you (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 is our “owner’s manual” that generally describes all managed services provided or facilitated by Ma3SP, LLC (“Ma3SP”); however, only those services specifically described in the Quote will be facilitated and/or provided to you (collectively, the “Services”). Activities or items that are not specifically described in the Quote will be out of scope and will not be included unless otherwise agreed to by us in writing.

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

Onboarding Services

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

• Uninstall any monitoring tools or other software installed by previous IT consultants.
• Compile a full inventory of all protected servers, workstations, and laptops.
• 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 supported network equipment and assure that all devices can securely access the necessary resources.
• 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 Services

The following describes our services, which can be purchased individually or as part of a Service Plan (See your Quote for details on which Service Plan and/or individual services you purchased):

Additional Description of Services

The following additional details further explain and define the scope of the Services.

Hardware as a Service (HaaS)

HaaS Equipment. We will provide you with the HaaS Equipment described in the Quote or, if no hardware is expressly designated as HaaS Equipment in the Quote, then a complete list of HaaS Equipment will be provided to you under separate cover.

Deployment. We will deploy the HAAS Equipment within the timeframe stated in the Quote, provided that you promptly provide all information that we reasonably request from you to complete deployment. This deployment guaranty does not apply to any software, other managed services, or hardware devices other than the HAAS Equipment. If you wish to delay the deployment of the HaaS Equipment, then you may do so provided that you give us written notice of your election to delay no later than five (5) days following the date you sign the Quote. Deployment shall not extend beyond two (2) months following the date on which you sign the Quote. You will be charged at the rate of fifty percent (50%) of the monthly recurring fees for the HaaS-related services during the period of delay. Following deployment, we will charge you the full monthly recurring fee (plus other usage fees as applicable) for the full term indicated in the Quote.

Equipment Hardware Repair or Replacement. Ma3SP will repair or replace HAAS Equipment by the end of the business day following the business day on which the applicable problem is identified by, or reported to, Ma3SP and has been determined by Ma3SP to be incapable of being remediated remotely.
This warranty does not include the time required to rebuild your system, such as the time required to configure a replacement device, rebuild a RAID array, reload the operating system, reload and configure applications, and/or restore from backup (if necessary).
If Ma3SP fails to meet the warranties in this section and the failure materially and adversely affects your hosted environment (“Hosted System”), you are entitled to a credit in the amount of 5% of the monthly fee per hour of downtime (after the initial one (1) hour allocated to problem identification), up to 100% of your monthly fee for the affected HaaS Equipment. In no event shall a credit exceed 100% of the applicable month’s monthly fee for the affected equipment.

Periodic Replacement of HaaS Equipment. From time to time and in our discretion, we may decide to swap out older HaaS Equipment for updated or newer equipment. (Generally, equipment that is five years old or older may be appropriate for replacement). If we elect to swap out HaaS Equipment due to normal, periodic replacement, then we will notify you of the situation and arrange a mutually convenient time for such activity.

Return of HaaS Equipment. Unless we expressly direct you to do so, you will not remove or disable, or attempt to remove or disable, any software agents that we installed in the HaaS Equipment. Doing so could result in network vulnerabilities and/or the continuation of license fees for the software agents for which you will be responsible, and/or the requirement that we remediate the situation at our then-current hourly rates, for which you will also be responsible. Within ten (10) days after the termination of HaaS-related Services, Client will provide Ma3SP access to the premises at which the HaaS Equipment is located so that all such equipment may be retrieved and removed by us. If you fail to provide us with timely access to the HaaS Equipment or if the equipment is returned to us damaged (normal wear and tear excepted), then we will have the right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment.

Covered Equipment/Hardware/Software

The Services will be applied to the equipment and hardware on which we install our software agents (or similar monitoring software), and a list of these devices will be provided to you (“Covered Devices”).   We will provide support for any software applications that are licensed through us, as well as any software that we approve in writing (email is sufficient for this purpose). Such software (“Supported Software”) will be supported up to Level 2-type support; support required above this level will be facilitated with the applicable software vendor/producer.  Coverage for non-Supported Software is outside of the scope of the Services and will be provided to you on a time and materials basis. 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.

In this Services Statement, “Covered Devices” and “Supported Software” will be referred to collectively as the “Environment” or “managed environment.”

Physical Locations Covered by Services

Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required. Onsite visits will be scheduled in accordance with the priority assigned to the issue (below) and are subject to technician availability. Unless we agree otherwise, all onsite Services will be provided at Client’s primary office location listed in the Quote. Additional fees may apply for onsite visits: Please review the Service Level section below for more details.

Term; Termination

The Services will commence, and billing will begin, on the date indicated in the Quote (“Commencement Date”) and will continue through the initial term listed in the Quote (“Initial Term”). We reserve the right to delay the Commencement Date until all onboarding/transition services (if any) are completed, and all deficiencies / revisions identified in the onboarding process (if any) are addressed or remediated to Ma3SP’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”).

Auto-Renewal. Unless otherwise expressly stated in the Quote, upon the expiration of the Initial Term, the Services will continue until one party provides the other party with no less than thirty (30) days prior written notice of termination (email is sufficient for this purpose). If the effective date of termination falls on a day other than the last day of the calendar month, then the date of termination will automatically become the last day of the calendar month in which termination occurs.

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

Assumptions/Minimum Requirements/Exclusions

The scheduling, fees and provision of the Services are based upon the following assumptions and requirements:

• Server hardware must be under current warranty coverage.
• All equipment with Microsoft Windows® operating systems must be running then-currently supported versions of such software and have all of the latest Microsoft service packs and critical updates installed.
• All software must be genuine, licensed and vendor-supported.
• Server file systems and email systems (if applicable) must be protected by licensed and up-to-date virus protection software.
• The Environment must have a currently licensed, vendor-supported server-based backup solution that can be monitored.
• All wireless data traffic in the environment must be securely encrypted.
• There must be an outside static IP address assigned to a network device, allowing VPN/RDP control access.
• All servers must be connected to working UPS devices.
• Recovery coverage assumes data integrity of the backups or the data stored on the backup devices. We do not guarantee the integrity of the backups or the data stored on the backup devices. Server restoration will be to the point of the last successful backup.
• Client must provide all software installation media and key codes in the event of a failure.
• Any costs required to bring the Environment up to these minimum standards are not included in this Service Statement.
• Client must provide us with exclusive administrative privileges to the Environment.
• Client must not affix or install any accessory, addition, upgrade, equipment, or device on to the firewall, server, or NAS appliances (other than electronic data) unless expressly approved in writing by us.

Minimum Requirements. In addition to the above, the following minimum requirements apply to all managed services:

• All Covered Devices (defined above) shall be under warranty with the manufacturer or other vendor or be less than 3 years old. If a Covered Device reaches the age of 3 years during the term of Services, Client shall purchase a warranty covering either the repair or replacement of the device;
• All Covered Devices must be running a then-current, vendor-supported operating system; and
• All Covered Devices must meet or exceed the hardware requirements necessary to run the installed operating system(s) and all other Supported Software (defined above).

If any Covered Device fails to meet and/or maintain the minimum standards listed above, then Client agrees to work constructively and cooperatively with Ma3SP to replace the device at Client’s expense through Ma3SP.

Client acknowledges that, due to the lack of manufacturer support, Covered Devices or Supported Software that does not meet the minimum standards listed above (“Legacy Systems”) may, at Ma3SP’s sole discretion, result in a higher monthly charge for the Services. Client agrees to pay such additional charges for which Ma3SP informs Client, in advance of incurring such charges. Client further agrees that a failed Legacy System, may, at Ma3SP’s discretion, be considered obsolete and/or unserviceable.

In all cases, requests to perform service on, or provide the Services to, a failed or failing Legacy System will be determined by Ma3SP on a case-by-case basis.

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 Ma3SP. Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Ma3SP in writing:

• Customization of third party applications, or programming of any kind.
• Support for operating systems, applications, or hardware no longer supported by the manufacturer.
• Data/voice wiring or cabling services of any kind.
• Battery backup replacement.
• Equipment relocation.
• The cost to bring the Environment up to the Minimum Requirements (unless otherwise noted in “Scope of Services” above).
• The cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind. and

Service Levels

Automated monitoring is provided on an ongoing (i.e., 24x7x365) basis; response, repair, and/or remediation services (as applicable) will be provided only during business hours unless otherwise specifically stated in the Quote (currently M-F, 7 am to 5 PM Eastern Time).

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 Ma3SP in our discretion after consulting with the Client.  All remediation services will initially be attempted remotely; Ma3SP will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.

* All time frames are calculated as of the time that Ma3SP is notified of the applicable issue / problem by Client through Ma3SP’s designated email (support@ma3sp.com) or by telephone at 574-385-9996. Notifications received in any manner other than described herein may result in a delay in the provision of remediation efforts. Help desk support provided outside of our normal support hours will be provided on a case-by-case basis, and will be billed to Client at the hourly rate of $300/hour (2 hour minimum applies).

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 the MSA), 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.

Equipment/Device Prepayment. Unless otherwise indicated in the Quote, all hardware and equipment sold to you must be pre-paid in full prior to the hardware/equipment being placed in our queue for ordering.

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 amounts paid by you under the Quote will not drop below the MMF regardless of the number of users or devices to which the Services are directed or applied, unless we agree to the reduction. All modifications to the amount of hardware, devices, or authorized users under the Quote (as applicable) must be in writing and accepted by both parties.

Increases. 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 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.

In addition to the foregoing, we reserve the right to pass through to you any increases in the costs and/or fees charged by third party providers for the third party services (“Pass Through Increases”). Since we do not control third party providers, we cannot predict whether Pass Through Increases will occur, however, should they occur, we will endeavor to provide you with as much advance notice as reasonably possible.

Travel Time. If onsite services are provided, we will travel up to 45 minutes from our office to your location at no charge. Time spent traveling beyond 45 minutes (e.g., locations that are beyond 45 minutes from our office, occasions on which traffic conditions extend our drive time beyond 45 minutes one-way, etc.) will be billed to you at our then current hourly rates. In addition, you will be billed for all tolls, parking fees, and related expenses that we incur if we provide onsite services to you.

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

Automated Payment. You may pay your invoices by 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. We accept credit card payments. If we accept a credit card payment, then we will add (and you agree to pay) a surcharge if three (3%) percent to the payment to cover the credit card fees and other surcharges imposed on us by merchant banks.
• Check. You may pay by check provided that your check is delivered to us prior to the commencement of Services. Checks that are returned to us as incorrect, incomplete, or “not sufficient funds” will be subject to a $50 administration fee and any applicable fees charged to us by your bank or financial institution.

Additional Terms

Microsoft Licensing Fees. The Services require that we purchase certain “per seat” licenses from Microsoft (which Microsoft refers to as New Commerce Experience or “NCE Licenses”) in order 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”). To leverage the discounts offered by Microsoft for these applications and to pass those discounts through to you, we will purchase NCE Licenses for one (1) year terms for the NCE Applications required under the Quote. As per Microsoft’s requirements, NCE Licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. 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 those licenses until they expire, even if you move to a different managed service provider.

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 Statement (“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 Ma3SP, and Client shall not modify these levels without our prior written consent.

Remediation
Unless otherwise provided in the Quote, remediation services will be provided in accordance with the recommended practices of the managed services industry. Client understands and agrees that remediation services are not intended to be, and will not be, a warranty or guarantee of the functionality of the Environment, or a service plan for the repair of any particular piece of managed hardware or software.

Configuration of Third Party Services
Certain third party services provided to you under this Service Statement may provide you with administrative access through which you could modify the configurations, features, and/or functions (“Configurations”) of those services. However, any modifications of Configurations made by you without our knowledge or authorization could disrupt the Services and/or or cause a significant increase in the fees charged for those third party services. For that reason, we strongly advise you to refrain from changing the Configurations unless we authorize those changes. You will be responsible for paying any increased fees or costs arising from or related to changes to the Configurations.

Dark Web Monitoring
Our dark web monitoring services utilize the resources of third party solution providers. Dark web monitoring can be a highly effective tool to reduce the risk of certain types of cybercrime; however, we do not guarantee that the dark web monitoring service will detect all actual or potential uses of your designated credentials or information.

Modification of Environment
Changes made to the Environment without our prior authorization or knowledge may have a substantial, negative impact on the provision and effectiveness of the Services and may impact the fees charged under the Quote. You agree to refrain from moving, modifying, or otherwise altering any portion of the Environment without our prior knowledge or consent. For example, you agree to refrain from adding or removing hardware from the Environment, installing applications on the Environment, or modifying the configuration or log files of the Environment without our prior knowledge or consent.

Co-Managed Environment
In co-managed situations (e.g., where you have designated other vendors or personnel, or “Co-managed Providers,” to provide you with services that overlap or conflict with the Services provided by us), we will endeavor to implement the Services an efficient and effective manner; however, (a) we will not be responsible for the acts or omissions of Co-Managed Providers, or the remediation of any problems, errors, or downtime associated with those acts or omissions, and (b) in the event that a Co-managed Provider’s determination on an issue differs from our position on a Service-related matter, we will yield to the Co-Managed Provider’s determination and bring that situation to your attention

Anti-Virus; Anti-Malware
Our anti-virus / anti-malware solution will generally protect the Environment from becoming infected with new viruses and malware (“Viruses”); however, Viruses that exist in the Environment at the time that the security solution is implemented may not be capable of being removed without additional services, for which a charge may be incurred. We do not warrant or guarantee that all Viruses and malware will be capable of being detected, avoided, or removed, or that any data erased, corrupted, or encrypted by malware will be recoverable. In order to improve security awareness, you agree that Ma3SP or its designated third party affiliate may transfer information about the results of processed files, information used for URL reputation determination, security risk tracking, and statistics for protection against spam and malware. Any information obtained in this manner does not and will not contain any personal or confidential information.

Breach/Cyber Security Incident Recovery
Unless otherwise expressly stated in the Quote, the scope of the Services does not include the remediation and/or recovery from a Security Incident (defined below). Such services, if requested by you, will be provided on a time and materials basis under our then-current hourly labor rates. Given the varied number of possible Security Incidents, we cannot and do not warrant or guarantee (i) the amount of time required to remediate the effects of a Security Incident (or that recovery will be possible under all circumstances), or (ii) that all data impacted by the incident will be recoverable. For the purposes of this paragraph, a Security Incident means any unauthorized or impermissible access to or use of the Environment, or any unauthorized or impermissible disclosure of Client’s confidential information (such as user names, passwords, etc.), that (i) compromises the security or privacy of the information or applications in, or the structure or integrity of, the Environment, or (ii) prevents normal access to the Environment, or impedes or disrupts the normal functions of the Environment.

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

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

Hosted Email
You are solely responsible for the proper use of any hosted email service provided to you (“Hosted Email”).
Hosted Email solutions are subject to acceptable use policies (“AUPs”), and your use of Hosted Email must comply with those AUPs. In all cases, you agree to refrain from uploading, posting, transmitting or distributing (or permitting any of your authorized users of the Hosted Email to upload, post, transmit or distribute) any prohibited content, which is generally content that (i) is obscene, illegal, or intended to advocate or induce the violation of any law, rule or regulation, or (ii) violates the intellectual property rights or privacy rights of any third party, or (iii) mischaracterizes you, and/or is intended to create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication, or (iv) interferes or disrupts the services provided by Ma3SP 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. Ma3SP 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 Ma3SP 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 Ma3SP’s written consent. Client shall hold Ma3SP 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 Ma3SP 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.

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 Ma3SP 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. Ma3SP cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Ma3SP 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 Ma3SP 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, Ma3SP 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. Ma3SP is not a warranty service or repair center. Ma3SP 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 Ma3SP will be held harmless, and (ii) Ma3SP 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 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.

VCISO, VCTO or VCIO Services
The advice and suggestions provided by us in our capacity as a virtual chief technology or information officer will be for your informational and/or educational purposes only. Ma3SP 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 Ma3SP on Client’s corporate records or accounts.

Sample Policies, Procedures
From time to time, we may provide you with sample (i.e., template) policies and procedures for use in connection with Client’s business (“Sample Policies”). The Sample Policies are for your informational use only, and do not constitute or comprise legal or professional advice, and the policies are not intended to be a substitute for the advice of competent counsel. You should seek the advice of competent legal counsel prior to using or distributing the Sample Policies, in part or in whole, in any transaction. We do not warrant or guarantee that the Sample Policies are complete, accurate, or suitable for your (or your customers’) specific needs, or that you will reduce or avoid liability by utilizing the Sample Policies in your (or your customers’) business operations.

Penetration Testing; Vulnerability Assessment
You understand and agree that security devices, alarms, or other security measures, both physical and virtual, may be tripped or activated during the penetration testing process, despite our efforts to avoid such occurrences. You will be solely responsible for notifying any monitoring company and all law enforcement authorities of the potential for “false alarms” due to the provision of the penetration testing services, and you agree to take all steps necessary to ensure that false alarms are not reported or treated as “real alarms” or credible threats against any person, place or property. Some alarms and advanced security measures, when activated, may cause the partial or complete shutdown of the Environment, causing substantial downtime and/or delay to your business activities. We will not be responsible for any claims, costs, fees or expenses arising or resulting from (i) any response to the penetration testing services by any monitoring company or law enforcement authorities, or (ii) the partial or complete shutdown of the Environment by any alarm or security monitoring device.

No Third Party Scanning
Unless we authorize such activity in writing, you will not conduct any test, nor request or allow any third party to conduct any test (diagnostic or otherwise), of the security system, protocols, processes, or solutions that we implement in the managed environment (“Testing Activity”). Any services required to diagnose or remediate errors, issues, or problems arising from unauthorized Testing Activity is not covered under the Quote, and if you request us (and we elect) to perform those services, those services will be billed to you at our then-current hourly rates.

HaaS
You will use all Ma3SP hosted or Ma3SP 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 that is likely to disrupt the services that we provide to our other clientele. We reserve the right to throttle or suspend your access and/or use of the Infrastructure if we believe, in our sole but reasonable judgment, that your use of the Infrastructure is violates the terms of the Quote, this Service Statement, or the Agreement.

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

Hosting Services
You agree that you are responsible for the actions and behaviors of your users of the Services. In addition, you agree that neither Client, nor any of your employees or designated representatives, will use the Services in a manner that violates the laws, regulations, ordinances, or other such requirements of any jurisdiction.

In addition, Client agrees that neither it, nor any of its employees or designated representatives, will: transmit any unsolicited commercial or bulk email, will not engage in any activity known or considered to be “spamming” and carry out any “denial of service” attacks on any other website or Internet service; infringe on any copyright, trademark, patent, trade secret, or other proprietary rights of any third party; collect, attempt to collect, publicize, or otherwise disclose personally identifiable information of any person or entity without their express consent (which may be through the person or entity’s registration and/or subscription to Client’s services, in which case Client must provide a privacy policy which discloses any and all uses of information that you collect) or as otherwise required by law; or, undertake any action which is harmful or potentially harmful to Ma3SP or its infrastructure.

Client is solely responsible for ensuring that its login information is utilized only by Client and Client’s authorized users and agents. Client’s responsibility includes ensuring the secrecy and strength of user identifications and passwords. Ma3SP 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 Ma3SP immediately to request the login information be reset or unauthorized access otherwise be prevented. Ma3SP will use commercially reasonable efforts to implement such requests as soon as practicable after receipt of notice.

Licenses
If we are required to re-install or replicate any software provided by you as part of the Services, then it is your responsibility to verify that all such software is properly licensed. We reserve the right, but not the obligation, to require proof of licensing before installing, re-installing, or replicating software into the managed environment. The cost of acquiring licenses is not included in the scope of the Quote unless otherwise expressly stated therein.

Business Rates

We charge an hourly rate of one-hundred fifty dollars and no cents ($150.00) per hours port to port with an initial one (1) hour charge for anything outside of the quote or service statement. Holiday hourly rate is 1.5x the posted hourly rate and the Emergency rate is 2x the posted hourly rate.

Business Holiday Days

As a company we observe the following federal holidays plus additional days.

• New Year’s Day: January 1
• Martin Luther King, Jr. Day: third Monday of January
• President’s Day (George Washington’s Birthday): third Monday of February
• Memorial Day: last Monday in May
• Juneteenth: June 19
• Independence Day: July 4
• Labor Day: first Monday in September
• Indigenous Peoples’ Day (also observed as Columbus Day): second Monday in October
• Veterans Day: November 11
• Thanksgiving Day: fourth Thursday in November
• Day After Thanksgiving
• Christmas Day: December 25

What happens when a federal holiday falls on a weekend?

Because we as a company are typically closed on the weekends, unless a client has an emergency, the observed holiday schedule happens to fall on a Saturday or Sunday in lieu on the nearest weekday. This observance is for pay and leave purposes.

• An observed holiday that occurs on a Saturday is observed on the preceding Friday
• An observed holiday that occurs on a Sunday is observed on the following Monday

Last Updated: January 2023