Statement of Services

This Statement of Services (“Services Statement”) contains provisions that define, clarify, and govern the provisions of the quote to which it is attached (the “Quote”).  If you do not agree with the terms of this Services Statement, you should not sign the Quote and you must contact us for more information.

This Services Statement generally describes all managed services provided by Helix Systems; however, only those services described in the Quote will be provided to you (collectively, the “Services”).  Activities or items that are not specifically described in the Quote will be out of scope and will not be provided to you unless otherwise agreed to by us in writing.

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 security applications.

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 malware scans.

Review firewall configuration and other network infrastructure devices.

Review and document current configurations and status.

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

Review password policies and update user and device passwords.

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

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

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

Ongoing / Recurring Services

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

Managed Service Solutions

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

 Management and maintenance services for IT.

Remote Monitoring & Management – Software Agents installed on Covered Equipment report status and events on a 24×7 basis; alerts are generated and responded to in accordance with the Service Levels described below. Software Agents are Remote Support-capable allowing technicians to remotely access covered equipment without the need to send a technician onsite. Monitoring for critical hardware events and Windows Events allow our technicians to have more proactive insight when troubleshooting issues.

Security – Managed Security installed on endpoints for virus protection, malware scanning, advanced threat detection, and web protection. Each security software component is continually updated, runs scheduled scans, and alerts our team of any critical detections.

Updates & Patching – Scheduled and curated patching for workstations and servers. Firmware updates, and incremental version upgrades for network infrastructure and virtual hosts.

Helpdesk Support – Managed ticketing system to prioritize and track support issues and triage based on SLAs listed below. Escalations available depending on ticket urgency and complexity.

vCIO Services – Dedicated Account Manager for account related questions and concerns. Regularly scheduled Technology Strategy Meetings for partner communication, Strategy Overview Reports, Managed IT Budgeting, and roadmap to inform you on upcoming projects, expected spend, and IT consulting.

Additional Description of Services

The following additional details are intended to further explain and define the scope of our Services.

Managed Backup & Replication Service

Note: Data on equipment that is not specifically listed in the Quote will not be backed up.

Storage Limitation: Client will be allocated storage space for backup and recovery purposes as listed in the Quote. The costs of any additional space required or requested by Client will be listed in the Quote.

System Limitation: Backup appliances have limitations on the number of devices which can be backed up and will be listed in the Quote. The costs of any additional systems necessary beyond this amount will be listed in the Quote.

Backup Frequency: Servers and/or workstation backups will be scheduled to backup daily 7 days a week. If Client has sufficient bandwidth all restore points will be copied offsite as backups are completed.  If Client does not have sufficient bandwidth to copy restore points to the cloud as backups complete, then restore points will be copied offsite as Client bandwidth allows.  Off-site backup frequency is ultimately dependent on total data size, data change rate, and available bandwidth.

Backup Retention: 60 days of restore points will be kept.

Covered Equipment / Hardware / Software

Physical Locations Covered by Services

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

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 Helix’s satisfaction.  The Services will continue through the Initial Term until terminated as provided in the Agreement, the Quote, or as indicated in this section (the “Service Term”).

Auto-Renewal.

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

Assumptions / Minimum Requirements / Exclusions

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

Client shall have a suitable, serviceable broadband connection (defined as 50 Megabit bandwidth or greater bandwidth) and agrees to provide the necessary cooperation to allow Helix online access via an acceptable and secure Internet connection to gain remote access to Client’s system(s) for providing remote monitoring, support and troubleshooting.

All computer and servers are under manufactures warranty and meet the requirements of all business applications

All operating systems and applications will be running updated and supported versions. Client fully understand that running End of life or end of support software that is no longer getting secuiety updates from manufacturers of the software is an major security risk and will not be support under normal circumstances by Helix.

Access to all online systems will have multi-factor authentication enabled and fully enforced for all users. Helix highly recommends the use of hardware FiDO2 keys.

All endpoints will have hardware encryption enabled.

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

Parts, equipment, or software not covered by vendor/manufacturer warranty or support.

The cost of any parts, equipment, or shipping charges of any kind.

The costs to repair and triage damage or a security breach due to negligence. An example would be giving out access to the private network to the public through Wi-Fi or other means. Or by providing credentials via a phishing email or poor password hygiene.

The cost of any 3rd party vendor or manufacturer support or incident fees of any kind.

The cost to bring the Client’s environment up to the minimum standards required for Services.

Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.

Service and repair made necessary by the alteration or modification of equipment other than that authorized by Helix, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Helix.

Maintenance of applications software packages, whether acquired from Helix or any other source.

Programming (modification of software code) and program (software) maintenance.

Helix is not responsible for Client data on servers, backup tapes or any other media unless backup solution is provided by Helix.

Training services of any kind.

Implementations of new hardware, software systems, large upgrades (moves, adds, changes) will go through the standard sales process and be quoted, sold, and billed as stand-alone projects.

Equipment Relocation

Major version upgrades for Windows Servers (Server 2012 > 2016/2019)

Full software version upgrades (such as 1.0 > 2.0)

Server and network Infrastructure or other technology additions

Satellite or new office location setups

The cost of rebuilding a failed server environment.

Major Disaster Recovery (Multiple Servers/Entire Sites).

Backup/Recovery of Data not identified under covered equipment in the Quote.

Battery Backup replacement.

Data/Voice wiring or cabling services of any kind.

Service Levels

Automated monitoring is provided on an ongoing basis; response, repair, and/or remediation services (as applicable) will be provided only if covered under your service plan. We will respond to problems, errors, or interruptions in the provision of the Services in the timeframe(s) described below.   Severity levels will be determined by Helix in our discretion after consulting with the Client.  All remediation services will initially be attempted remotely; Helix will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.  

PRIORITY	PRIORITY DETERMINATION	EXPECT COMMUNICATION WITHIN
4	A task, service, or individual is impacted but there is low/no impact on productivity.	24 Hours
3	A task, service, or individual is impacted but there is a work around available.	4 Hours
2	Mission critical system or service is down but there is a work around available.	1 Hour
1	Mission Critical system or service that is down and no work around is available. High impact.	15 Minutes

Fees

The fees for the Services will be as indicated in the Quote.

Our standard hourly rates are $250 – $350 depending on type of work being done. Speak with your Account Manager and he/she will provide you with the most current information.

Changes to Environment.  Initially, you will be charged the monthly fees indicated in the Quote.  Thereafter, if the managed environment changes, or if the number of authorized users accessing the managed environment changes, then you agree that the fees will be automatically and immediately modified to accommodate those changes.

Monthly Fees: Fees indicated in the Quote are the monthly fees that will be charged to you during the term. The fee is a subscription that is billed per user and per server and will adjust as the number of users and servers changes monthly.

Increases.  In addition, we reserve the right to increase our monthly recurring fees however, if an increase is more than five percent (5%) of the fees charged for the Services (excluding software & licensing) in the prior calendar year, then you will be provided with a sixty (60) day opportunity to terminate the Services by providing us with written notice of termination. You will be responsible for the payment of all fees that accrue up to the termination date and all pre-approved, non-mitigatable expenses that we incurred in our provision of the Services through the date of termination.  Your continued acceptance or use of the Services after this sixty (60) day period will indicate your acceptance of the increased fees.

Travel Time If onsite services are provided, this may incur a trip charge.  Trip charges may be determined based on distance and location from our offices. You will find any trip charges listed in the quote. If trip charge is not listed, we reserve the right to bill actual travel charges. Time spent traveling to and from your office will be billed to you at the specified trip charge or rate.  In addition, you will be billed for all reasonable tolls, parking fees, lodging, food, and related expenses that we incur if we provide onsite services to you.

Automated Payment.  You may pay your invoices only by 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.

Credit Card. If we allow payment by credit card. When enrolled in a credit card payment processing method, you authorize us to charge your credit card, as designated by you in our payment portal, for any payments due under the Quote.  WE WILL ADD 3.2% TO THE AMOUNT DUE ON EACH INVOICE FOR CLIENT’S CONVENIENCE OF USING A CREDIT CARD.

Microsoft Licensing Fees. The Services may require us to purchase certain “per seat” licenses from Microsoft (which Microsoft refers to as New Commerce Experience or “NCE Licenses”) to provide you with one or more of the following applications: Microsoft 365, Dynamics 365, Windows 365, and Microsoft Power Platform (each, an “NCE Application”).  As per Microsoft’s requirements, NCE Licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. If we purchase NCE Licenses for you pursuant to an SOW, then those licenses may require a one (1) year term—please see your SOW for details. For that reason, you understand and agree that regardless of the reason for termination of the Services, you are required to pay for all applicable NCE Licenses in full for the entire term of those licenses. To cancel any licenses at the term’s end, you must inform your account manager at least thirty (30) days prior to the subscription term’s expiration. Failure to notify of cancellation within the thirty-day window will result in the automatic renewal of the NCE licenses for another term. Provided that you have paid for the NCE Licenses in full, you will be permitted to use the applicable NCE Applications until the expiration of their license terms, even if you move to a different managed service provider.

Additional Terms

Monitoring 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 Helix, 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.

Maintenance Windows

Certain environments may require a specified maintenance window for Helix to perform scheduled, updates/upgrades/installs or other similar activities that cause downtime. The maintenance window schedule and timeframe will be negotiated with the Client. The client should be aware that certain services and functions may be out of commission or suspended, such as backup restore points or other automated services in order to perform maintenance tasks during the scheduled window. Our general maintenance windows are Saturday and Sunday 12am-5am EST.

Modification of Environment

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

 If your environment is co-managed, we will coordinate with your internal IT personnel (“Your Personnel”) as necessary to help ensure that the Services are delivered efficiently and effectively.  That said, we are not responsible for the remediation of issues beyond the scope of the Quote caused by any activities undertaken by Your Personnel, such as modifications to hardware or software configurations, installation of software, firmware upgrades, etc.  unless we pre-authorized those activities.

Anti-Virus; Anti-Malware

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

Breach/Cyber Security Incident Recovery

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

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.

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

VoIP/ Phone System

911 Dialing / Emergency Dialing – Limitations

The VoIP Service (“VoIP Service”) may not support traditional 911 or E911 access to emergency services in all locations.  The 911 dialing feature of the VoIP Service is not automatic; Client may be required to take affirmative steps to register the address where the VoIP Service will be used in order to activate the 911 Dialing feature.  Client understands that Client must inform any users of the VoIP Service of the non-availability of traditional 911 or E911.

When a VoIP calling device is registered in a particular location, it cannot be moved without re-registering the device in the new location.  Client agrees that it will not move any VoIP calling device without Helix’s written consent.  Client shall hold Helix harmless for any and all claims or causes of action arising from or related to Client’s inability to use traditional 911 or E911 services.

When an emergency call is made, one or more third parties use the address of Client’s registered location to determine the nearest emergency response location, and then the call is forwarded to a general number at that location. When the emergency location receives Client’s call, the operator will not have Client’s address and may not have Client’s phone number. Client understands and agrees that users of the VoIP System must provide their address and phone number in order to get help. Client hereby authorizes Helix to disclose Client’s name and address to third-party service providers, including, without limitation, call routers, call centers and public service answering points, for the purpose of dispatching emergency services personnel to Client’s registered location.

Client understands and agrees that 911 dialing does not and will not function in the event of a power failure or disruption.  Similarly, the hosted VoIP Services will not operate (i) during service outages or suspensions or terminations of service by Client’s broadband provider or ISP, or (ii) during periods of time in which Client’s ISP or broadband provider blocks the ports over which the VoIP Services are provided.  Client further understands and agrees that 911 Dialing will not function if Client changes its telephone number, or if Client adds or ports new telephone numbers to Client’s account, unless and until Client successfully register its location of use for each changed, newly added or newly ported telephone number.

Client expressly agrees not to use VoIP System for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for any other use that results in excessive usage inconsistent with standard commercial calling patterns.

Patch Management

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

Procurement

Equipment and software procured by Helix 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, Helix 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.  Helix is not a warranty service or repair center.  Helix will facilitate the return or warranty repair of Procured Equipment; however, Client understands and agrees that the return or warranty repair of Procured Equipment is governed by the terms of the warranties (if any) governing the applicable Procured Equipment, for which Helix will be held harmless.

Technology Strategy Meetings; IT Strategic Planning

Suggestions and advice rendered to Client are provided in accordance with relevant industry practices, based on Client’s specific needs and Helix’s opinion and knowledge of the relevant facts and circumstances.  By rendering advice, or by suggesting a particular service or solution, Helix 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.  Helix will not hold an actual director or officer position in Client’s company. Under no circumstances shall Client list or place the Helix on Client’s corporate records or accounts.

Sample Policies, Procedures.

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

Penetration Testing; Vulnerability Assessment

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

No Third-Party Scanning

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

Domain Name Services

If you register, renew, or transfer a domain name through Helix, we will submit the request to the applicable domain name services provider (the “Registrar”) on your behalf.  Our sole responsibility is to submit the request to the Registrar, and we are not responsible for any errors, omissions, or failures of the Registrar.

Unsupported Configuration Elements Or Services

If you request a configuration element (hardware or software) or hosting service in a manner that is not customary at Helix , or that is in “end of life” or “end of support” status, we may designate the element or service as “unsupported,” “non-standard,” “best efforts,” “reasonable endeavor,” “one-off,” “EOL,”  “end of support,” or with like term in the service description (an “Unsupported Service”).    We make no representation or warranty whatsoever regarding any Unsupported Service, and you agree that we will not be liable for any loss or damage arising from the provision of an Unsupported Service.  Deployment and service level guarantees shall not apply to any Unsupported Service.

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 Helix 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. Helix 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 Helix immediately to request the login information be reset or unauthorized access otherwise be prevented. Helix 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.