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 Diverse CTI (“Diverse CTI,” “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.

Please read this Services Guide carefully and keep a copy for your records.

Initial Audit / Diagnostic Services

In the Initial Audit/Diagnostic phase of our services, we 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 of some or all of the following:

• Audit to determine general Environment readiness and functional capability
• Review of hardware and software configurations
• Review of current vendor service / warranty agreements for Environment hardware and software
• Basic security vulnerability check
• Basic backup and file recovery solution audit
• Speed test and ISP audit
• Print output audit
• Office telephone vendor service audit
• Asset inventory
• Email and website hosting audit
• IT support process audit

If deficiencies are discovered during the auditing process (such as outdated equipment or unlicensed software), we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of the Services and provide you with options to correct the deficiencies.  Please note, unless otherwise expressly agreed by us in writing, auditing services do not include the remediation of any issues, errors, or deficiencies (“Issues”), and we cannot guarantee that all Issues will be detected during the auditing process.  Issues that are discovered in the Environment after the auditing process is completed may be addressed in one or more subsequent quotes.

Onboarding Services

In the Onboarding phase of our services, we will prepare your IT environment for the monthly managed services described in the Quote. During this phase, we will work with your Authorized Contact(s) to review the information we need to prepare the targeted environment, and we may also:

• Uninstall any monitoring tools or other software installed by previous IT service providers.
• Compile a full inventory of all protected servers, workstations, and laptops.
• Uninstall any previous endpoint protection and install our managed security solutions (as indicated in the Quote).
• Install remote support access agents (e., software agents) on each managed device to enable remote support.
• Configure Windows® and application patch management agent(s) and check for missing security updates.
• Uninstall unsafe applications or applications that are no longer necessary.
• Optimize device performance including disk cleanup and endpoint protection scans.
• Review firewall configuration and other network infrastructure devices.
• Review status of battery backup protection on all mission critical devices.
• Stabilize network and assure that all devices can securely access the file server.
• Review and document current server configuration and status.
• Determine existing business continuity strategy and status; prepare backup file recovery and incident response option 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.

This list is subject to change if we determine, at 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  onboarding process is completed.  Please direct any questions about start or “go live” dates to your account manager.

Managed Services

We have three levels of managed services: BasicCare, EssentialCare, & PremiereCare.  The features of each level are described below; please see the Quote to determine the service level to which you are subscribed.

Features and Services:

*Labor only. Hardware and software costs if needed are not included.

*Time and materials to restore a backup will be billed seperately if and when it is needed. This is included in our other service packages.

*Additional offsite storage fees will be applied per Gb.

Service-Specific Descriptions / Limitations

3rd Party Cyber Security Audit: An audit reviewed by a 3rd party not directly employed by Diverse CTI. Diverse CTI will be paying the 3dd party for their unbiased review of the cyber security audit.

Assessment-Type Services: Unless otherwise indicated in the Quote or Services table above, all assessment-related services are for diagnostic and/or assessment purposes only and do not include remediation of issues/errors discovered during the assessment process.

Audit-Type Services: Unless otherwise indicated in the Quote or Services table above, audit-type services are for diagnostic and/or assessment purposes only and do not include remediation of issues/errors discovered during the auditing process.

Browser Management: Browser management consists of keeping the browsers up to date as well as making sure certain important security features are turned on and configured correctly. Secure searching features will be turned on and any password managing features will be disabled.

Dark Web Monitoring: Credentials supplied by Client will be added into a system that continuously uses human and machine-powered monitoring to determine if the supplied credentials are located on the dark web. If compromised credentials are found, they are reported to Help Desk Services staff who will review the incident and notify affected end-users. 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. Monitoring services are for alerting purposes only and do not include remediation of issues/errors discovered during the monitoring/alerting process.

Mobile Device Management: Mobile Device Management (MDM) consists of the adoption of the mobile device onto our device management platform. Our platform policies can be tailored to the needs unique to your organization. Our MDM platform will set up data policies and controls as well as security policies for the device, such as requiring a password or PIN number requirements to access the device.

Monitoring & Alerting Features: Unless otherwise indicated in the Services table above, all monitoring and alerting services are limited to detection and notification functionalities only.  Monitoring levels will be set by Diverse CTI, and Client shall not modify these levels without our prior written consent.

Phishing Simulations

Phishing simulations are for the purpose of educating users on the dangers of cyber threats entering through the email system. Using fake emails our cyber security team will test Client’s employees. These emails will contain information that will simulate what a real phishing email would look like. Links contained within these emails will lead users to educational materials when/if they click on them and the system will also provide metrics on the responses generated by the phishing email campaigns.

Penetration Scans. Penetration scans/tests are intended to both discover and exploit weaknesses in your managed IT environment so that we (and you) may understand deep-seated vulnerabilities that could be used to exploit your managed network. Penetration scans/tests go much further and use far more hacker-type techniques than vulnerability scans. 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.

Security Awareness Training. This service utilizes a third party solution provider’s online awareness training program to  train Client’s employees to identify and avoid common malware and suspicious or malicious activities. This service encourages Client’s employees to become a secondary line of defense to help those employees avoid common mistakes such as weak passwords, and common third party attacks like phishing and redirecting to false landing pages. Please note: Security Awareness training should be combined with robust endpoint protection services, and we do not warrant that security awareness training will guarantee Client’s avoidance of security-related incidents.

Support & Fix-Type Services. These services are limited to Covered Devices (defined below).  We will attempt to diagnose and remediate technical issues with Covered Devices; however, all such issues must be capable of being replicated to our technicians and/or in our lab environment.  We do not warrant or guarantee that all technical or support-related issues will be resolved by our technicians; therefore, we strongly advise you to have and maintain third party support contracts for all mission-critical devices in your IT environment.

Vulnerability Scans. Implementation and facilitation of an industry-recognized vulnerability scanning solution from our designated Third Party Provider. Vulnerability scans are automated and help to discover, analyze, and report on security-related flaws in the managed network that could be exploited. External vulnerability scans (which pertain to the IP address assigned to each customer location through the Client’s ISP) are run monthly. Internal vulnerability scans (which pertain to all systems inside the managed network) are run at least annually. Vulnerability results will be discussed during business review meetings with Client. Vulnerability reports will be made available on request.

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, Diverse CTI 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 to 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 only and will be billed to you on 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”).

In this Services Guide, Covered Hardware and Supported Software will be referred to as the “Environment” or “Covered Equipment” or “Covered Devices.”

Physical Locations Covered by Services

Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required.  Diverse CTI 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:

• 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 the latest Microsoft service packs and critical updates installed.
• All software must be genuine, licensed, and vendor- or OEM-supported.
• Server file systems and email systems (if applicable) must be protected by licensed and up-to-date virus protection software.
• The managed environment must have a currently licensed, vendor-supported server-based backup solution that can be monitored.
• All wireless data traffic in the managed environment must be securely encrypted.
• All servers must be connected to working UPS devices.
• Recovery coverage assumes data integrity of the backups or the data stored on the backup devices. We do not guarantee the integrity of the backups or the data stored on the backup devices.  Server restoration will be to the point of the last successful backup.
• Client must provide all software installation media and key codes in the event of a failure.
• Any costs required to bring the Environment up to these minimum standards are not included in this Services Guide.
• Client must provide us with exclusive administrative privileges to the Environment.
• Client must not affix or install any accessory, addition, upgrade, equipment, or device onto the firewall, server, or NAS appliances (other than electronic data) unless expressly approved in writing by us.

Exclusions.  Services that are not expressly described in the Quote will be out of scope and will not be provided to Client unless otherwise agreed, in writing, by Diverse CTI.  Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Diverse CTI 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 managed environment up to these minimum requirements (unless otherwise noted in the Quote).
• 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.

Service Levels

Automated monitoring is provided on an ongoing (i.e., 24x7x365) basis. Response, repair, and/or remediation services (as applicable) will be provided only during our business hours (currently M-F, 8 AM – 5 PM Central Time, excluding legal holidays and Diverse CTI-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 in your applicable Service Plan, as described in the Services Table above. below. Severity levels will be determined by Diverse CTI at our discretion after consulting with the Client.  All remediation services will initially be attempted remotely; Diverse CTI will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.

Note: 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 Diverse CTI 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 the following increased hourly rates:

Emergency Support: In the event of an emergency, Diverse CTI will respond at our discretion. Support will be offered on a case-by-case basis and is subject to technician availability. Since emergencies can happen at any time, we reserve the right to engage or dispatch our technicians in any circumstance we consider an emergency, with or without prior consent or approval of Client. Client agrees to pay the applicable support rates for any emergency.

Diverse CTI-Observed Holidays: Diverse CTI observes the following holidays:

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

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 prorated 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, 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/rescheduling, 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 Diverse CTI’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”). Unless otherwise expressly indicated in the Quote, the Services under a Quote cannot be terminated without cause prior to the natural / stated expiration term of the applicable Services.  Please see the MSA for more details.

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 or per device 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 Firewall & Backup Appliances: Unless we expressly direct you to do so, you will not remove or disable, or attempt to remove or disable, any software agents that we installed in the 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, you must remove, package and ship, at your expense and in a commercially reasonable manner, all hardware, equipment, and accessories leased, loaned, rented, or otherwise provided to you by Diverse CTI “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, Diverse CTI will off-board Client from Diverse CTI’s services by performing one or more of the following:

• Removal / disabling of monitoring agents in the Environment.
• Removal / disabling of endpoint software from the Environment.
• Removal / disabling of Microsoft 365 from the Environment (unless the licenses for Microsoft 365 are being transferred to your incoming provider; please speak to your technician for details.)
• Termination of SQL or Remote Desktop licenses provided by Diverse CTI.
• Removal of credentials from the Environment.
• Removal of backup software from the Environment.

Additional Policies

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

Authenticity

Everything in the managed environment must be genuine and licensed, including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. All minimum hardware or software requirements as indicated in a Quote or this Services Guide (“Minimum Requirements”) must be implemented and maintained as an ongoing requirement of us providing the Services to you.

Configuration of Third Party Services

Certain third party services provided to you under a Quote 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.

Malware Solutions

Our malware solutions 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 Diverse CTI 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.

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—including ours. 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 Diverse CTI 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.  Diverse CTI 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 Diverse CTI believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner.

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 Diverse CTI 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.  Diverse CTI cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Diverse CTI 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 Diverse CTI 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, Diverse CTI 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.  Diverse CTI is not a warranty service or repair center.  Diverse CTI 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 Diverse CTI will be held harmless, and (ii) Diverse CTI 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. You are required to attend at least 4 of these meetings a year unless we agree one or more of these meetings is not needed. These meetings will be scheduled at your convenience and if you need to reschedule, you must do so at least 48 hours in advance and it must be scheduled within 30 days of the original scheduled date. Failing to attend these meetings will result in a service charge added to your next bill consisting of 5% of your Monthly Bill.

VCTO or VCIO Services

The advice and suggestions provided by us in our capacity as a virtual chief technology or information officer (if applicable) will be for your informational and/or educational purposes only.  Diverse CTI 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 Diverse CTI 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.

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, hosted websites, hosted email services, and hosted infrastructure services (“Hosted Services”).

Diverse CTI does not routinely monitor the activity of hosted 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:

• Harmful or illegal uses: Use of a Hosted Service for illegal purposes or in support of illegal activities, to cause harm to minors or attempt to contact minors for illicit purposes, to transmit any material that threatens or encourages bodily harm or destruction of property or to transmit any material that harasses another is prohibited.
• Fraudulent activity: Use of a Hosted Service to conduct any fraudulent activity or to engage in any unfair or deceptive practices, including but not limited to fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as “pyramid schemes,” “Ponzi schemes,” and “chain letters” is prohibited.
• Forgery or impersonation: Adding, removing, or modifying identifying network header information to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute impersonation.
• SPAM: Diverse CTI has a zero tolerance policy for the sending of unsolicited commercial email (“SPAM”). Use of a Hosted Service to transmit any unsolicited commercial or unsolicited bulk e-mail is prohibited. You are not permitted to host, or permit the hosting of, sites or information that is advertised by SPAM from other networks. To prevent unnecessary blacklisting due to SPAM, we reserve the right to drop the section of IP space identified by SPAM or denial-of-service complaints if it is clear that the offending activity is causing harm to parties on the Internet, if open relays are on the hosted network, or if denial of service attacks are originated from the hosted network.
• Internet Relay Chat (IRC): The use of IRC on a hosted server is prohibited.
• Open or “anonymous” proxy: Use of open or anonymous proxy servers is prohibited.
• Cryptomining: Using any portion of the Hosted Services for mining cryptocurrency or using any bandwidth or processing power made available by or through a Hosted Services for mining cryptocurrency, is prohibited.
• Hosting spammers: The hosting of websites or services using a hosted server that supports spammers, or which causes (or is likely to cause) our IP space or any IP space allocated to us or our customers to be listed in any of the various SPAM databases, is prohibited. Customers violating this policy will have their server immediately removed from our network and the server will not be reconnected until such time that the customer agrees to remove all traces of the offending material immediately upon reconnection and agree to allow Diverse CTI to access the server to confirm that all material has been completely removed. Any subscriber guilty of a second violation may be immediately and permanently removed from the hosted network for cause and without prior notice.
• Email/message forging: Forging any email message header, in part or whole, is prohibited.
• Unauthorized access: Use of the Hosted Services to access, or to attempt to access, the accounts of others or to penetrate, or attempt to penetrate, Diverse CTI’s security measures or the security measures of another entity's network or electronic communications system, whether or not the intrusion results in the corruption or loss of data, is prohibited. This includes but is not limited to accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks, as well as the use or distribution of tools designed for compromising security such as password guessing programs, cracking tools, or network probing tools.
• IP infringement: Use of a Hosted Service to transmit any materials that infringe any copyright, trademark, patent, trade secret or other proprietary rights of any third party, is prohibited.
• Collection of personal data: Use of a Hosted Service to collect, or attempt to collect, personal information about third parties without their knowledge or consent is prohibited.
• Disruptive Activity: Use of the Hosted Services for any activity which affects the ability of other people or systems to use the Hosted Services or the internet is prohibited. This includes “denial of service” (DOS) attacks against another network host or individual, “flooding” of networks, deliberate attempts to overload a service, and attempts to “crash” a host.
• Distribution of malware: Intentional distribution of software or code that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems is prohibited.
• Excessive use or abuse of shared resources: The Hosted Services depend on shared resources. Excessive use or abuse of these shared network resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited. You are prohibited from excessive consumption of resources, including CPU time, memory, and session time. You may not use resource-intensive programs which negatively impact other customers or the performances of our systems or networks.
• Allowing the misuse of your account: You are responsible for any misuse of your account, even if the inappropriate activity was committed by an employee or independent contractor. You shall not permit your hosted network, through action or inaction, to be configured in such a way that gives a third party the capability to use your hosted network in an illegal or inappropriate manner. You must take adequate security measures to prevent or minimize unauthorized use of your account. It is your responsibility to keep your account credentials secure.

To maintain the security and integrity of the hosted environment, we reserve the right, but not the obligation, to filter content, Diverse CTI 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.