Auditing Services 

We will audit your managed information technology environment (the “Environment”) to determine the readiness for, and compatibility with, ongoing managed services.  Our auditing services are comprised of: 

• Audit to determine general Environment readiness and functional capability 

• Review of hardware and software configurations 

• Review of current vendor service / warranty agreements for Environment hardware and software 

• Security vulnerability check 

• Backup and disaster recovery solution audit 

• Speed test and ISP audit 

• Office phone vendor service audit 

• Asset inventory  

• Email 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If deficiencies are discovered during the auditing process (such as outdated equipment or unlicensed software), we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of the Services and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 

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

• Uninstall any monitoring tools or other software installed by previous IT consultants. 

• Compile a full inventory of all protected servers, workstations, and laptops. 

• Uninstall any previous virus protection and install our managed antivirus application. 

• Install remote support access application on each managed device to enable remote support. 

• Configure patch management application and check for missing security updates. 

• Uninstall unsafe applications or applications that are no longer necessary. 

• Optimize device performance including disk cleanup, antivirus, and spyware scans. 

• Review firewall configuration and other network infrastructure devices. 

• Review status of battery backup protection on all devices. 

• Stabilize network and assure that all devices can securely access the file server. 

• Review and document current server configuration and status. 

• Determine existing backup strategy and status; prepare backup options for consideration. 

• Review password policies and update user and device passwords. 

• As applicable, make recommendations for changes that should be considered to the managed environment. 

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

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

Ongoing / Recurring Services 

Ongoing/recurring services are services that are provided to you on an ongoing basis and, unless otherwise indicated in a Quote, are billed to you monthly. Ongoing services generally begin upon the completion of onboarding services; therefore, any delays or interruptions to the onboarding services may delay the commencement of ongoing/recurring services.   

Managed Services 

The following Services, if listed in the Quote, will be provided to you. 

SERVICES	GENERAL DESCRIPTION
Remote Monitoring and Management	Software agents installed in Covered Equipment (defined below) report status and IT-related events on a 24×7 basis; alerts are generated and responded to in accordance with the Service Levels described below.    Includes capacity monitoring, alerting us to severely decreased or low disk capacity (covers standard fixed HDD partitions, not external devices such as USB or mapped drives). Includes routine operating system inspection and cleansing to help ensure that disk space is adequate. Review and installation of updates and patches for supported software.
Remote Helpdesk	Remote support provided during normal business hours for managed devices and covered software. Tiered-level support provides a smooth escalation process and helps to ensure effective solutions.
Remote Infrastructure Maintenance / Onsite Support	Configuration, monitoring, and preventative maintenance services provided for the managed IT infrastructure. If remote efforts are unsuccessful then Prosper Solutions will dispatch a technician to the Client’s premises to resolve covered incidents (timing of onsite support is subject to technician availability and scheduling).
Backup Monitoring	Monitors backup status for certain backup applications then-installed in the managed environment, such as successful completion of backup, failure errors, and destination free space restrictions/limitations.  Helps ensure adequate access to Client’s data on the event of loss of data or disruption of certain existing backup applications.  Note: Backup monitoring is limited to monitoring activities only, and is not a backup and disaster recovery solution.
Backup and Disaster Recovery	24/7 monitoring of backup system, including offsite backup, offsite replication, and an onsite backup appliance (“Backup Appliance”)   Troubleshooting and remediation of failed backup disks  Preventive maintenance and management of imaging software  Firmware and software updates of backup appliance  Problem analysis by the network operations team  Monitoring of backup successes and failures  Daily recovery verification Backup Data Security:  All backed up data is encrypted in transit and at rest in 256-bit AES encryption.  All facilities housing backed up data implement physical security controls and logs, including security cameras, and have multiple internet connections with failover capabilities.  Backup Retention:  Backed up data will be retained on a rolling 30 day basis, i.e., every thirty days the oldest data will be deleted in order to make room for newer data.  Backup Alerts: Managed servers will be configured to inform of any backup failures. Recovery of Data: If you need to recover any of your backed up data, then the following procedures will apply:  Service Hours: Backed up data can be requested during our normal business hours.  Request Method.  Requests to restore backed up data should be made through one of the following methods:  Email: helpdesk@prospersolutions.com  Web portal: https://prospersolutions.us.cloudradial.com/  Telephone: 617-369-9977 option 1  Restoration Time: We will endeavor to restore backed up data as quickly as possible following our receipt of a request to do so; however, in all cases data restoration services are subject to technician availability.  Generally, we can restore between 0 and 100MB of data within 4 hours of your request, and 100 MB to 500 MB within 8 hours of your request.  Data restoration exceeding 500 MB will be handled in accordance with technician availability.
Updates & Patching	Remotely deploy updates (e.g., x.1 to x.2), as well as bug fixes, minor enhancements, and security updates as deemed necessary on all managed hardware.  Perform minor hardware and software installations and upgrades of managed hardware.  Perform minor installations (i.e., tasks that can be performed remotely and typically take less than thirty (30) minutes to complete).  Deploy, manage, and monitor the installation of approved service packs, security updates and firmware updates as deemed necessary on all applicable managed hardware.
Firewall Solution  (firewall appliance provided by Prosper Solutions)	Helps to prevent hackers from accessing internal network(s) from outside the network(s), while providing secure and encrypted remote network access; provides antivirus scanning for all traffic entering and leaving the managed network; provides website content filtering functionality.  Firewall appliance must be returned to Prosper Solutions upon the termination of Services.
Firewall Solution  (firewall appliance provided / purchased by Client)	Monitors, updates (software/firmware), and supports Client-supplied firewall appliance.  Helps to prevent hackers from accessing internal network(s) from outside the network(s), while providing secure and encrypted remote network access; provides antivirus scanning for all traffic entering and leaving the managed network; provides website content filtering functionality.
Email Threat Protection	Managed email protection from phishing, business email compromise (BEC), SPAM, and email-based malware. Friendly Name filters to protect against social engineering impersonation attacks on managed devices.  Protection against social engineering attacks like whaling, CEO fraud, business email compromise or W-2 fraud.  Protects against newly registered and newly observed domains to catch the first email from a newly registered domain.  Protects against display name spoofing.  Protects against “looks like” and “sounds like” versions of domain names.
End User Security Awareness Training	Online, on-demand training videos (multi-lingual).  Online, on-demand quizzes to verify employee retention of training content.  Baseline testing to assess the phish-prone percentage of users; simulated phishing email campaigns designed to educate employees about security threats.
Hardware as a Service  (HaaS)	Provision and deployment of designated hardware (see the Quote or other applicable schedule for complete hardware list – “HaaS Equipment”)  Installation of HaaS Equipment.  Repair/replacement of HaaS Equipment (see below for additional details).  Technical support for HaaS Equipment.  Periodic replacement of HaaS Equipment (see below for additional details).
Two Factor Authentication	Advanced two factor authentication with advanced admin features.  Secures on-premises and cloud-based applications.  Permits custom access policies based on role, device, location.  Identifies and verifies device health to detect “risky” devices
Password Manager	Password Vault: Securely store and organize passwords in a secure digital location accessed through your browser or an app.  Password Generation: Generate secure passwords with editable options to meet specific criteria.  Financial Information Vault: Securely store and organize financial information such as bank accounts and credit card information in a secure digital location accessed through your browser or an app.  Contact Information Vault: Store private addresses and personal contact information within your vault accessed through your browser or an app.  Browser App: Browser extension permits easy access to all of your information including the vaults, financial information, contact information, and single sign-on through the app.  Smart-Phone App:  Mobile phone app enables access to your vault and stored information on your mobile device.
Wi-Fi Services	Prosper Solutions will maintain, supervise, and manage the wireless system, including hardware and software.   Installed equipment will be compatible with the then-current industry standards.   Prosper Solutions will provide remote support services during normal business hours to assist with device connectivity issues. (Support services will be provided on a “best efforts” basis only, and Client understands that some end-user devices may not connect to the wireless network, or they may connect but not perform well).
Compliance Assessments	Perform a cybersecurity assessment under the regulatory body applicable to you.  Options include CIS, NIST, HIPAA, ISO, or your CyberSecurity Insurer.  Identifies how Client currently assesses, mitigates, and tracks its cybersecurity requirements  Identifies gaps or deficiencies in the Client’s operations that would prevent compliance.   Please Note: This service is limited to an audit only. Remediation of issues discovered during the audit, as well as additional solutions required to bring your managed environment into compliance, are not part of this service.  After the audit is complete, we will discuss the results with you to determine what steps, if any, are needed to bring your organization into full compliance.

  

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. Prosper Solutions 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, Prosper Solutions and has been determined by Prosper Solutions 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 Prosper Solutions 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 Prosper Solutions 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 

Managed Services will be applied to the devices on which we install software monitoring agents (“Covered Hardware”). You will be provided with an updated list of Covered Hardware once all software agents have been installed. 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. We will provide technical support for Covered Devices; however, all Covered Devices must be covered, at all times and at your cost, under a then-current manufacturer’s service plan. 

We will provide support for any software applications that are licensed through us (see “Recurring Services” above). 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, if provided to you, will be provided to you on a “best effort” basis only, and will be billed to you on a time and materials basis. Should our technicians provide you with general advice concerning non-Supported Software, the provision of that advice should be viewed as an accommodation to you, and not as a continuing obligation or guarantee by Prosper Solutions to continue to provide such support or advice to you. 

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 Prosper Solutions’ 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.  After the expiration of the initial Service Term, the Service Term will automatically renew for contiguous terms equal to the initial Service Term unless either party notifies the other of its intention to not renew the Services no less than sixty (60) days before the end of the then-current Service Term. 

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. 

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 Environment.  Doing so without our guidance may make it difficult or impracticable to remove the software agents, which could result in network vulnerabilities and/or the continuation of license fees for the software agents for which you will be responsible, and/or the requirement that we remediate the situation at our then-current hourly rates, for which you will also be responsible.  Depending on the particular software agent and the costs of removal, we may elect to keep the software agent in the Environment but in a dormant and/or unused state. 

Within ten (10) days after being directed to do so, Client will remove, package and ship, at Client’s expense and in a commercially reasonable manner, all hardware, equipment, and accessories provided to Client by Prosper Solutions that were used in the provision of the Services.  If you fail to timely return all equipment to us, or if the equipment is returned to us damaged (normal wear and tear excepted), then we will have the right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment.  

Assumptions / Minimum Requirements / Exclusions 

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

• Server hardware must be under current warranty coverage.
• All equipment 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. 
• All servers must be connected to working UPS devices.
• Recovery coverage assumes data integrity of the backups or the data stored on the backup devices.  We do not guarantee the integrity of the backups or the data stored on the backup devices.  Server restoration will be to the point of the last successful backup. 
• Client must provide all software installation media and key codes in the event of a failure.
• Any costs required to bring the Environment up to these minimum standards are not included in this Services Guide.
• Client must provide us with exclusive administrative privileges to the Environment. 
• Client must not affix or install any accessory, addition, upgrade, equipment, or device on to the firewall, server, or NAS appliances (other than electronic data) unless expressly approved in writing by us.  

Exclusions.  Services that are not expressly described in the Quote will be out of scope and will not be provided to Client unless otherwise agreed, in writing, by Prosper Solutions.  Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Prosper Solutions 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. 

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, 8:30 AM – 5 PM Eastern Time, excluding legal holidays and Prosper Solutions-observed holidays—listed below), unless otherwise specifically stated in the Quote or as otherwise described below. 

We will respond to problems, errors, or interruptions in the provision of the Services during business hours in the timeframe(s) described below. Severity levels will be determined by Prosper Solutions in our discretion after consulting with the Client.  All remediation services will initially be attempted remotely; Prosper Solutions will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.  

Trouble / Severity	Response Time
Critical:  Service not available   (e.g., all users and functions unavailable)	Response within two (2) business hours after notification.
Significant Degradation  (e.g., large number of users or business critical functions affected)	Response within four (4) business hours after notification.
Small Service Degradation   (e.g., business process can continue, one user affected).	Response within eight (8) business hours after notification.
Long Term Project, Preventative Maintenance	Response within ten (10) business days after notification.

* All time frames are calculated as of the time that Prosper Solutions is notified of the applicable issue / problem by Client through Prosper Solutions’ designated support portal, help desk, or by telephone at the telephone number listed in the Quote.  Notifications received in any manner other than described herein may result in a delay in the provision of remediation efforts.  

Support During Off-Hours/Non-Business Hours: Technical support provided outside of our normal business hours are offered on a case-by-case basis and is subject to technician availability. If Prosper Solutions agrees to provide off-hours/non-business hours support (“Non-Business Hour Support”), then the support will be provided on a time and materials basis (which is not covered under any Service plan), and will be billed to Client at one and one-half times our normal hourly rates. 

All hourly services are billed in 15 minute increments, and partial increments are rounded to the next highest increment.  A two (2) hour minimum applies to all Non-Business Hour Support.  

Prosper Solutions-Observed Holidays: Prosper Solutions observes the following holidays: 

• New Year’s Day 
• Martin Luther King Jr. Day 
• President’s Day 
• Memorial Day 
• Juneteenth Day 
• Independence Day 
• Labor Day 
• Veterans Day 
• Thanksgiving Day 
• 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 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. 

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.  In addition, we reserve the right to increase our monthly recurring fees and, if applicable, our data recovery-related 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 such price 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 charge for our travel time (portal-to-portal, round trip) at 50% of the traveling technician’s hourly rate. 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 check or ACH, as described below.   

• 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. 

• 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.   

Microsoft Licensing Fees. The Services may require us to purchase certain “per seat” licenses from Microsoft (which Microsoft refers to as New Commerce Experience or “NCE Licenses”) 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 may elect to 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. 

 

Additional Terms 

Authenticity 

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

Monitoring Services; Alert Services 

Unless otherwise indicated in the Quote, all monitoring and alert-type services are limited to detection and notification functionalities only.  Monitoring levels will be set by Prosper Solutions, and Client shall not modify these levels without our prior written consent. 

Remediation 

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

Configuration of Third Party Services 

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

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 in 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. 

Security 

Our security solution is comprised of from top tier third party providers; however, neither we nor they warrant or guarantee that all malware will be capable of being detected, avoided, or removed, or that any data erased, corrupted, or encrypted by malware will be recoverable.  To improve security awareness, you agree that Prosper Solutions or its designated third party providers 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” or which do not have a cap on the amount of time expended by us.  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 Prosper Solutions 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.  Prosper Solutions 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 Prosper Solutions believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner.   

Patch Management 

We will keep all managed hardware and managed software current with critical patches and updates (“Patches”) as those Patches are released generally by the applicable manufacturers.  Patches are developed by third party vendors and, on rare occasions, may make the Environment, or portions of the Environment, unstable or cause the managed equipment or software to fail to function properly even when the Patches are installed correctly.  We will not be responsible for any downtime or losses arising from or related to the installation or use of any Patch.  We reserve the right, but not the obligation, to refrain from installing a Patch if we are aware of technical problems caused by a Patch, or we believe that a Patch may render the Environment, or any portion of the Environment, unstable. 

Data Transmission 

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 Prosper Solutions nor its designated affiliates will be responsible for the outcome or results of such activities.  

If we are providing data backup services to you, then those 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 backup 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.  Prosper Solutions cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Prosper Solutions 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 Prosper Solutions 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, Prosper Solutions 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.  Prosper Solutions is not a warranty service or repair center.  Prosper Solutions 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 Prosper Solutions will be held harmless, and (ii) Prosper Solutions 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 

Suggestions and advice rendered to Client are provided in accordance with relevant industry practices, based on Client’s specific needs and Prosper Solutions’s opinion and knowledge of the relevant facts and circumstances.  By rendering advice, or by suggesting a particular service or solution, Prosper Solutions is not endorsing any particular manufacturer or service provider.   

VCTO or VCIO Services 

The advice and suggestions provided us in our capacity as a virtual chief technology or information officer will be for your informational and/or educational purposes only.  Prosper Solutions will not hold an actual director or officer position in Client’s company, and we will neither hold nor maintain any fiduciary realtionship with Client.  Under no circumstances shall Client list or place the Prosper Solutions 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 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. 

HaaS 

You will use all Prosper Solutions-hosted or Prosper Solutions-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 Services Guide, 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, or (ii) eliminate the Obsolete Element from the scope of the Services by providing written notice to you (email is sufficient for this purpose).  In any event, we make no representation or warranty whatsoever regarding any Obsolete Element or the deployment, service level guarantees, or remediation activities for any Obsolete Element.   

Hosting Services 

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

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