Blueclone Services Guide

TABLE OF SERVICES
The following Professional, SaaS and Managed Services, if listed in the MSA will be provided to Client.

• Backup and File Recovery – BDR
  
• Backup and File Recovery – Server Online
  
• Business IT Audit & Strategy
  
• Dark Web Monitoring
  
• Employee Security Awareness & Training
  
• Endpoint Anti-Virus and Malware Protection (AV/EDR)
  
• Extended Detection & Response (XDR/MDR)
  
• Firewall Management
  
• Mail Protect for Email
  
• Monitoring + Maintenance
  
• Professional Services / IT Consulting
  
• Remote Helpdesk
  
• Security Incident & Event Monitoring (SIEM)
• Systems & Network Monitoring + Management
  
• Updates & Patching
  
• Voice Over IP (VoIP) Services
  
• Vulnerability Testing
  
• Website Hosting
  
• Wi-Fi Services

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Details for each service listed above is provided below.

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Backup and File Recovery – BDR

Backup using a dedicated Backup Appliance

24/7 monitoring of backup system, including offsite backup and an onsite backup appliance (“BDR Appliance”).

• Troubleshooting and remediation of failed backup disks
• Preventive maintenance and management of imaging software
• Firmware and software updates of backup appliance
• 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
Offsite backed up data will be retained for 90 days on servers and 7 days on workstations unless MSA specifies otherwise.

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

Recovery of Data
If Client needs to recover any of backed up data, then the following procedures will apply:

Service Hours – Backed up data can be requested during Blueclone’s normal business hours.

Request Method – Requests to restore backed up data should be made through one of the following methods:

• Support Ticket via Client Portal
• Telephone via HelpDesk Line

Restoration Time – Blueclone will restore backed up data as quickly as possible following Blueclone’s receipt of a request to do so; however, in all cases data restoration services are subject to (i) technician availability and (ii) confirmation that the restoration point(s) is/are available to receive the backed-up data.

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 Blueclone 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 Client’s 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 Blueclone 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. Blueclone cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Blueclone 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.

Applies to MSA/Invoice Item(s):   “BDR | Backup Disaster Recovery (Server)”
“BDR | Backup Disaster Recovery (Workstation)”

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Backup and File Recovery – Server Online

Backup without a dedicated Backup Appliance

Daily monitoring of backups, including offsite backup and onsite to a USB or NAS device.

• Troubleshooting and remediation of failed backup
• Preventive maintenance and management of imaging software
• Monitoring of backup successes and failures
• Daily backup 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
Offsite backed up data will be retained for 30 days on servers and 7 days on workstations unless MSA specifies otherwise.

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

Recovery of Data
If Client needs to recover any of backed up data, then the following procedures will apply:

Service Hours – Backed up data can be requested during Blueclone’s normal business hours.

Request Method – Requests to restore backed up data should be made through one of the following methods:

• Support Ticket via Client Portal
• Telephone via Helpdesk Line

Restoration Time– Blueclone will endeavor to restore backed up data as quickly as possible following Blueclone’s receipt of a request to do so; however, in all cases data restoration services are subject to (i) technician availability and (ii) confirmation that the restoration point(s) is/are available to receive the backed-up data.

Applies to MSA/Invoice Item(s):   “BDR | Server Online Backup (CAP)”

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Business IT Audit

Strategic IT Consulting & Advisory

Our Business IT Audit provides the clarity and data-driven insights that leadership teams need to make informed decisions. We go beyond technical jargon to connect IT performance directly to your company’s bottom line. This comprehensive assessment is designed for organizations seeking to improve their IT operations, preparing for a merger or acquisition, seeking to improve profitability, or feeling that their IT department lacks strategic direction.

Our process evaluates the three pillars of a high-performing IT operation: Financial Efficiency, Operational Maturity, and Risk Posture. We analyze your spending, streamline your processes, and identify hidden liabilities before they impact your valuation or your operations. The final deliverable is not just a report; it’s a strategic, high-level roadmap for transforming IT from a cost center into a powerful driver of business value, with actionable recommendations to increase EBITDA, enhance security, and ensure your technology can scale with your ambition.

Applies to MSA/Invoice Item(s):   “Pro Service | Business IT Audit”

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Dark Web Monitoring

Blueclone’s 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, Blueclone does not guarantee that the dark web monitoring service will detect all actual or potential uses of Client’s designated credentials or information.

Credentials and/or email addresses supplied by Client will be added into a system that continuously uses human and machine-powered monitoring to determine if the supplied data is located on the dark web.

If compromised credentials are found, they are automatically displayed within our Client Portal under the Security/Identity section.  Blueclone recommends checking the portal regularly for notifications.

Applies to MSA/Invoice Item(s):    “Dark Web Monitoring”

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Employee Security Awareness & Training

Security awareness services designed to help Client strengthen their overall security through a mix of security assessments, policies and procedures, training, the latest news on security. Easy and continuous training for employees to reduce risk by educating staff.  Program includes;

• Cybersecurity Training Material
• HIPAA Privacy & Security Training Material
• Simulated Phishing
• Weekly Micro Training Videos
• Monthly Security Newsletter
• Employee Vulnerability Assessment (EV)
• Policy & Procedure Templates

End users will receive weekly training emails. Client may opt to require employees to take an included quiz at the end of each training to track employee participation and understanding of the training material. Simulated phishing emails will be sent to end user on a quarterly basis (unless Client requests a change to the frequency). Both training and phishing tests are recorded for each employee and trackable within the security portal. Users designated as “Manager” within the portal will have access to employee score reports for their entire organization.

Applies to MSA/Invoice Item(s):   “ Security Awareness & Training”

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Endpoint Anti-Virus and Malware Protection (EDR)

Licensing provided by Blueclone

Primary endpoint security layer. Software agents installed in covered devices protect against malware and intruder access. Used in coordination with other endpoint security layers and security solutions to form a comprehensive defense strategy.

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

Utilizes artificial intelligence and machine learning to provide a comprehensive and adaptive protection paradigm to managed endpoints. Detects unauthorized behaviors of users, applications, or network servers.

• Analyzes suspicious app activity in isolated sandboxes
• Antivirus and malware protection for managed devices
• Protects against file-based and fileless scripts
• Protects against malicious JavaScript, VBScript, PowerShell, macros and more
• Allows for blocking of unwanted web content
• Detects advanced phishing attacks
• Detects / prevents content from IP addresses with low reputation

Blueclone utilizes multi-Engine download scanning which scans downloads with 15+ Anti-Virus and Anti-Malware engines.

Blueclone provided anti-virus / anti-malware solution(s) 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. Blueclone does 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, Client agrees that Blueclone 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.

Applies to MSA/Invoice Item(s):    “Foundational Cybersecurity”
“Security | Anti-Virus for Non-Managed Servers”
“Security | Anti-Virus for Non-Managed Workstations”
“Next Gen Anti-Virus & Malware Protection (EDR + XDR)”

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Extended Detection & Response (XDR)

Licensing provided by Blueclone

Utilizes automated correlation of data across multiple security layers* including email, endpoint, server, cloud workload, and the managed network, enabling faster threat detection. Detects unauthorized behaviors of users, applications, or network servers.

• Provides extended malware sweeping, hunting, and investigation
• Allows “allow-listing” for legitimate scripts
• Next-generation deep learning malware detection, file scanning, and live protection
• Web access security and control, application security & intrusion prevention system
• Data loss prevention, exploit prevention, malicious traffic detection, disk and boot record protection
• Managed detection, root cause analysis, deep learning malware analysis, response by security team
• On-demand endpoint isolation, advanced threat intelligence, and forensic data collection

*Requires SIEM on multiple layers of coverage (e.g., endpoint, email, network, servers, firewall, and/or cloud workload)

Blueclone does not warrant or guarantee that all security breaches will be detected, avoided, or removed, or that any data erased, corrupted, or encrypted by malware will be recoverable. To improve security awareness, Client agrees that Blueclone 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.

Applies to MSA/Invoice Item(s):     “Foundational Cybersecurity”
“Next Gen Anti-Virus & Malware Protection (EDR + XDR)

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Firewall Management

Client Owned

Blueclone will monitor, update (software/firmware), and support 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; may provide website content filtering functionality.

Firewall must meet or exceed Blueclone’s standard.  All configuration changes are not included and will be charged separately. Client must purchase and maintain a valid maintenance and support contract on each managed firewall.

Applies to MSA/Invoice Item(s):     “Managed | Firewall & Perimeter Device Security”
“Firewall Management & Monitoring”

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Mail Protect for Email

Email Protection, Filtering & Encryption

Managed email protection from phishing, business email compromise (BEC), SPAM, and email-based malware. Works with most business email servers and SaaS such as M365 Exchange and Google Workspace.

Inbound Email Protection includes

• Friendly Name filters to protect against social engineering impersonation attacks
• Protection against social engineering attacks like whaling, CEO fraud, BEC, or W-2 fraud
• Protects against newly registered, newly observed domains
• Custom sensitivity, conditional rules & email analysis data

Optional Service add-ons

• Email Encryption (no recipient portal required)
• Outbound Email Filtering & Rules
• Email Continuity Standby Service

Applies to MSA/Invoice Item(s):     “Security | MP Inbound Email Security ”
“Security | MP Outbound Email Security”
“Security | MP Email Encryption”

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Monitoring + Maintenance

Server & Workstation

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

• Online status monitoring, alerting Blueclone to potential failures or outages
• Capacity monitoring, alerting Blueclone to severely decreased or low disk capacity (internal drives)
• Performance monitoring, alerting Blueclone to unusual processor or memory usage
• Server essential service monitoring, alerting Blueclone to server role-based service failures
• Endpoint protection agent monitoring, alerting Blueclone to potential security vulnerabilities
• Routine operating system inspection and cleansing
• Secure remote connectivity to the server and collaborative screen sharing
• Review and installation of updates and patches for Windows and supported software
• Asset inventory and server information collection

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

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

All network connected computers and services must have a Blueclone provided RMM software agent installed and managed by Blueclone. 

Applies to MSA/Invoice Item(s):     “Workstation Monitoring + Maintenance”
“Server Monitoring + Maintenance”

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Professional Services / IT Consulting

As needed, Ad Hoc, Consulting and Projects

If Client purchases technical support or consulting hours from Blueclone, then Blueclone will provide professional information technology consulting services to Client from time to time on an ongoing, “on demand” basis.

The specific scope, timing, term, and pricing of the services (collectively, “Specifications”) will be determined between Client and Blueclone at the time that Client requests the services from Blueclone.  Client and Blueclone may finalize the Specifications (i) by exchanging emails or via support tickets confirming the relevant terms, or (ii) by Client agreeing to an invoice, MSA, purchase order, or similar document Blueclone sends to Client that describes the Specifications (an “Invoice”), or in some cases, (iii) by Blueclone  performing the services or delivering the deliverables in conformity with the Specifications.

If Blueclone provides Client with an email or an Invoice that contains details or terms for the services that are different than the terms of than the MSA, then the terms of the email or Invoice (as applicable) will control for those services only.

A service will be deemed completed upon Blueclone’s final delivery of the applicable portions of Specifications unless a different completion milestone is expressly agreed upon in Specifications (“Service Completion”).  (For example, sales of hardware will be deemed completed when the hardware is delivered to Client; licensing will be completed when the licenses are provided to Client, etc.)  Any defects or deviations from the Specifications must be pointed out to Blueclone, in writing, within ten (10) days after the date of Service Completion.  After that time, any issues or remedial activities related to the services will be billed to Client at Blueclone’s then-current hourly rates.

Unless Blueclone agrees otherwise in writing, services will be provided only during Blueclone’s normal business hours, which are currently 9:00A – 5:00P Eastern Time. Services provided outside of our normal business hours are subject to increased fees and technician availability and require Client and Blueclone’s mutual consent to implement.

The priority given to implementing the services will be determined by reasonable discretion, considering any milestones or deadlines expressly agreed upon in an invoice or email from Blueclone. If no specific milestone or deadline is agreed upon, then the services will be performed in accordance with Client’s needs, the specific requirements of the job(s), and technician availability.

Applies to MSA/Invoice Item(s): “Pro Service | Clean, Optimize, Performance Tweaking”
“Pro Service | Consultant – Fixed Fee”
“Pro Service | Consultant – T&M”
“Pro Service | Create or Update Network Diagram”
“Pro Service | Data Recovery”
“Pro Service | External Perimeter Vulnerability Assessment”
“Pro Service | Internal Network Vulnerability Assessment”
“Pro Service | Hardware Wipe & Disposal”
“Pro Service | Installation & Setup Fees”
“Pro Service | Pre-Recovery Evaluation & Diagnostic Fee”
“Pro Service | Website Development”
“Pro Service | Wiring & Installation Services”

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Remote Helpdesk

Remote support provided during normal business hours for managed devices and covered software, as well as nights and weekends.  Tiered-level support provides a smooth escalation process and helps to ensure effective solutions.  Higher Tiered support available during business hours.

Client must go through the escalation process, beginning with lower Tier support, and may not request to “escalate” to higher Tier Support.  Helpdesk technicians will “escalate” to higher Tier support according to internal escalation policies.

Applies to MSA/Invoice Item(s):     “24/7 Remote L1 & L2 Helpdesk Service”
“Managed | Server + Help Desk Support”
“Managed | Workstation + Help Desk Support”

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Systems & Network Monitoring + Management

Infrastructure, Covered Systems and Network Devices

Configuration, monitoring, and preventative maintenance services provided for the Environment.  If remote efforts are unsuccessful, then Blueclone will dispatch a technician to the Client’s premises to resolve incidents (timing of onsite support is subject to technician availability and scheduling).  Onsite visits are not included in the service and will be provided on a time and materials basis.

Software agents installed in Covered Equipment (defined below) report status and IT-related events on a 24×7 basis; alerts are generated and responded to in accordance with the Service Levels described below.  Includes capacity monitoring, alerting us to severely decreased or low disk capacity (covers standard fixed HDD partitions, not external devices such as USB or mapped drives).  Includes routine operating system inspection and cleansing to help ensure that disk space is increased before space-related issues occur.

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

Event	Server	Workstation
Hardware Failures	Yes	No
Device Offline	Yes	No
Failed/Missing Backup	Yes	No
Failed/Missing Updates	Yes	Yes
Low Disk Space	Yes	Yes
RMM Agent	<span”>Yes	Yes
Excessive Uptime	Yes	No
Automatic Reboots (Weekly)	No	Yes

When device down alerts are present for critical hardware, Client will be notified and must arrange for onsite access or for someone onsite to perform certain tasks under Blueclone’s direction such as power-cycling a device, checking power status, internet connectivity, or physical connections.

Applies to MSA/Invoice Item(s):     “Managed | Network Device Monitoring”
“Systems & Network Monitoring + Management”

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Security Incident & Event Monitoring (SIEM)

Proactive Threat Hunting

The SIEM service utilizes threat intelligence to detect threats that can exploit potential vulnerabilities against Client’s Environment.

Initial Assessment
Prior to implementing the SIEM service, Blueclone will perform an initial assessment of the Environment premises to define the scope of the devices/network to be monitored (the “Initial Assessment”).

Monitoring
The SIEM service detects threats from external facing attacks as well as potential insider threats and attacks occurring inside the monitored network. Threats are correlated against known baselines to determine the severity of the attack. Blueclone’s SIEM service includes ingestion of event information from certain firewalls, Microsoft 365, Google Workspace, Windows defender, DNS, Proxys, and Blueclone managed computers & servers.

Alerts & Analysis
Threats are reviewed and analyzed by third-party human analysts to determine true/false positive dispositions and actionability. If it is determined that the threat was generated from an actual security-related or operationally deviating event (an “Event”), then the analyst and/or Blueclone may take preventative actions and/or Client will be notified of that Event.

Events are triggered when conditions on the monitored system meet or exceed predefined criteria (the “Criteria”). Since the Criteria are established and optimized over time, the first thirty (30) days after deployment of the SIEM services will be used to identify a baseline of the Client’s environment and user behavior. During this initial thirty (30) day period, Client may experience some “false positives” or, alternatively, during this period not all anomalous activities may be detected.

Blueclone‘s default SIEM service provides for 30 days of data retention, with upgrade options available for 90 days, 1yr, 3yrs or 5yrs.

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

Applies to MSA/Invoice Item(s):     “SIEM & Threat Hunting”

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Updates & Patching

Blueclone will monitor Environment for patch status and install patches remotely.

• Remotely deploy patches (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

On servers, with the exception of patches meant to mitigate zero-day vulnerabilities, operating system patches will be tested for 14 days before deploying to Client’s Environment.  Patches may be manually installed by technicians prior to the 14-day test period completion if deemed necessary to resolve an open support ticket or remediate a security issue.

Managed systems should be logged out of each evening but left on and plugged into AC power.  Clients repeatedly failing to leave systems on may require manual updates and remediation from Blueclone will incur hourly fees.

Blueclone 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. Blueclone will not be responsible for any downtime or losses arising from or related to the installation or use of any Patch or upgrade. Blueclone reserves the right, but not the obligation, to refrain from installing a Patch if Blueclone is aware of technical problem caused by a Patch, or believes that a Patch may render the Environment, or any portion of the Environment, unstable. 

Applies to MSA/Invoice Item(s):     “Updates & Patching”

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Voice Over IP (VoIP) Services

Blueclone partners with 3^rd Party VoIP providers offering scalable VoIP-based telephone service with call transferring, voicemail, caller ID, call hold, conference calling, and call waiting functionalities.  A central control panel provides access to VoIP-related configurations, including physical address registration, call routing, updating greetings, and ability to turn on/off service features.  Blueclone will support VoIP services for VoIP providers who are and remain an official partner.  Support for 3^rd party VoIP providers not a Blueclone partner will be provided on a best effort, fee basis.

VOIP – Dialing 911 (Emergency) Services
The following terms and conditions apply to Client’s use of any VoIP service that Blueclone facilitates for Client or that is provided to Client by a third party provider of such service. Please note, by using VoIP services Client agrees to the provisions of the waiver at the end of this section. If Client does not understand or do not agree with any of the terms below, Client must not subscribe to, use, or rely upon any VoIP service and, instead, Client must contact Blueclone immediately.

There is an important difference in how 9-1-1 (i.e., emergency) services can be dialed using a VoIP service as compared to a traditional telephone line. Calling emergency services using a VoIP service is referred to as “E911.”

Registration: Client is responsible for activating the E911 dialing feature by registering the address where Client will use the VoIP service. This will not be done for Client, and Client must take this step on their own initiative. To do this, Client must contact the VoIP provider to register, or log into their VoIP control panel and provide a valid physical address. If Client does not take this step, then E911 services may not work correctly, or at all, using the VoIP service. Emergency service dispatchers will only send emergency personnel to a properly registered E911 service address.

Location: The address Client provides in the control panel is the location to which emergency services (such as thefire department, the police department, etc.) will respond. For this reason, it is important that Client correctly enter the location at which Client is using the VoIP services. PO boxes are not proper addresses for registration and must not be used as Client’s registered address. Please note, even if Client’s account is properly registered with a correct physical address, (i) there may be a problem automatically transmitting a caller’s physical location to the emergency responders, even if the caller can reach the 911 call center, and (ii) a VoIP 911 call may go to an unstaffed call center administrative line or be routed to a call center in the wrong location. These issues are inherent to all VoIP systems and services. Blueclone will not be responsible for, and Client agrees to hold Blueclone harmless from, any issues, problems, incidents, damages (both bodily- and property-related), costs, expenses, and fees arising from or related to Client’s failure to register timely and correctly Client’s physical location information with the VoIP provider.

Address Change(s): If Client changes the address used for E911 calling, the E911 services may not be available and/or may operate differently than expected. Moreover, if Client does not properly and promptly register a change of address, then emergency services may be directed to the location where Client’s services are registered and not where the emergency may be occurring. For that reason, Client must register a change of address with the VoIP provider no less than three (3) business days prior to Client’s anticipated move/address change. Address changes that are provided with less than three (3) business days notice may cause incorrect/outdated information to be conveyed to emergency service personnel. If Client is unable to provide Blueclone with at least three (3) business days notice of an address change, then Client should not rely on the E911 service to provide correct physical location information to emergency service personnel. Under those circumstances, Client must provide their correct physical location to emergency service dispatchers if calling them using the VoIP services.

If Client does not register the VoIP service at their location and dials 9-1-1, that call will be categorized as a “rogue 911 call.” If Client is responsible for dialing a rogue 911 call, Client will be charged a non-refundable and non-disputable fee of $250/call.

Power Loss: If Client loses power or there is a disruption to power at the location where the VoIP services are used, then the E911 calling service will not function until power is restored. Client should also be aware that after a power failure or disruption, Client may need to reset or reconfigure the device prior to utilizing the service, including E911 dialing.

Internet Disruption: If Client’s internet connection or broadband service is lost, suspended, terminated or disrupted, E911 calling will not function until the internet connection and/or broadband service is restored.

Account Suspension: If Client’s account is suspended or terminated, then all E911 dialing services will not function.
Network Congestion: There may be a greater possibility of network congestion and/or reduced speed in the routing of E911 calls as compared to 911 dialing over traditional public telephone networks.

WAIVER:
Client hereby agrees to release, indemnify, defend, and hold Blueclone and Blueclone’s officers, directors, representatives, agents, and any third party service provider that furnishes VoIP-related services to Client, harmless from any and all claims, damages, losses, suits or actions, fines, penalties, costs and expenses (including, but not limited to, attorneys’ fees), whether suffered, made, instituted or asserted by Client or by any other party or person (collectively, “Claims”) arising from or related to the VoIP services, including but not limited to any failure or outage of the VoIP services, incorrect routing or use of, or any inability to use, E911 dialing features. The foregoing waiver and release shall not apply to Claims arising from Blueclone’s gross negligence, recklessness, or willful misconduct.

Applies to MSA/Invoice Item(s):     “VoIP | Management (BC Partner)”
“VoIP | Management (Non BC Partner)”

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Vulnerability Testing

Internal & External

Evaluate internal and external security with Client-authorized “simulated attack” performed on internal system and edge devices to evaluate safety.

External Perimeter Vulnerability Assessment
Exposes vulnerabilities in Client’s internet-facing systems, networks, firewalls, devices, and/or web applications that could lead to unauthorized access.

Internal Network Vulnerability Assessment
Validates the effort required for an attacker to overcome and exploit Client’s internal security infrastructure after access is gained.

Client understands and agrees that security devices, alarms, or other security measures, both physical and virtual, may be tripped or activated during the penetration testing process, despite Blueclone’s efforts to avoid such occurrences. Client 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 Client agrees 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 Client business activities. Blueclone 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 Blueclone authorizes such activity in writing, Client 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 Blueclone implements 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 MSA, and if Client requests Blueclone (and Blueclone elects) to perform those services, those services will be billed to Client at our then-current hourly rates.

Applies to MSA/Invoice Item(s): “Security | External Perimeter Vulnerability Assessment”
“Security | Internal Network Vulnerability Assessment”

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Website Hosting

Blueclone will provide sufficient space and bandwidth to host Client designated website (“Website”) which, except for downtime or force majeure events, will be available on a 24×7 basis. The Website will be hosted on a server that may be shared between many customers; however, the Website will be given a unique address (DNS).

Migration of Servers
As a normal course of business, Blueclone or our Third Party Provider, as applicable, may migrate the servers on which the Website is hosted. This process will not interfere with the Hosting Services, however, due to the potential for migration, Client is not guaranteed a permanent or dedicated IP address.

Administration
Client will be provided with access to a dashboard through which Client may make configuration adjustments to the hosted environment; however, Blueclone strongly advises Client to refrain from making changes to the hosted environment without Blueclone’s guidance or direction. Blueclone will not be responsible for remediating issues caused by Client’s adjustments to the hosted environment unless those adjustments were made pursuant to Blueclone’s written directions or under Blueclone’s  supervision.

Resource/Load Balancing
The bandwidth made available to Client’s website is shared and allocated among other customers. Client must comply with all bandwidth and Blueclone imposed limitations on the hosting services as established by Blueclone from time to time. Blueclone reserves the right to load-balance applicable bandwidth to ensure that Client activity will not restrict, inhibit, or diminish any other user’s use of the bandwidth or create an unusually large burden on the bandwidth. Blueclone reserves the right to restrict Client access to their hosted website in the event that their activities create a disproportionate burden on Blueclone’s network or Blueclone’s third party providers’ networks (if applicable), or any other crucial resources reasonably needed to ensure the functionality, integrity, and/or security of the hosting services.

Backup
Data in the hosted environment will be backed up monthly (“Standard Backup Service”); however, the Standard Backup Service is not, and should not be regarded as, a backup and disaster recovery solution. Although the Standard Backup Service is a part of the hosting services, it is only a basic backup service, and it does not provide data integrity verification services or other advanced backup or recovery options. Blueclone strongly advises that Client implement a separate backup and disaster recovery solution to protect the security and integrity of, and accessibility to, the data in the hosted environment.

Storage and Security
Blueclone and/or our third-party providers will take reasonable steps to prevent unauthorized access to the Website and the hosted environment; however, Client understands and agrees that no security solution is 100% effective, and Blueclone does not warrant or guarantee that the hosted environment will be free from unauthorized access or malware at all times.

Client, as well as any visitors to the Website, must comply with Blueclone’s Acceptable Use Policy which is located at the end of this Services Guide.

Applies to MSA/Invoice Item(s):     “Web Service | Managed WordPress Hosting – Quarterly”
“Web Service | Managed WordPress Hosting Services + Security”

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Wi-Fi Services

Blueclone will install at the Client’s premises wireless access point(s) to provide a bandwidth of at least 15Mbps (download) in all areas requiring wireless network coverage, as agreed upon by Blueclone and Client.  Blueclone will maintain, supervise, and manage the wireless access point system and connected cloud controller(s).

Installed equipment, if provided by Blueclone, will be compatible with the then-current industry standards and from an OEM Blueclone supports and pre-approves.  Blueclone 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.

Any Wi-Fi devices, such as access points or routers, that are supplied by Client cannot be older than four (4) years from the applicable device’s original date of manufacture, and in all cases must be supported by the manufacturer of the device(s).

Applies to MSA/Invoice Item(s):     “SaaS Ubiquiti Server & Wi-Fi Management”

Termination Clause Without Client Escape Clause
Client may terminate the MSA, an SW or an Order if Blueclone commits any material breach of the MSA and fails to cure such breach within thirty (30) days after receipt of written notice from Client.  Agreement cannot be terminated while an active SW or Order is in process of actively being worked on by Blueclone.  Further, some of our Third-Party Vendors including Microsoft has begun to charge annual Licensing Fees. The services and products offered by these third-party vendors may require Blueclone to purchase certain “per seat” licenses from these third parties to provide Client with these applications (i.e.  Microsoft 365, Office 365). As per their requirements, the licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. If Blueclone purchases a license for Client on an order, then those licenses will require a one (1) year term, or Client may be assessed additional monthly fees for purchasing month-to-month licensing instead of committing to the one (1) year term. For that reason, Client understands and agrees that regardless of the reason of the Services, Client is required to pay for all applicable licenses in full for the entire term of those licenses.  It is Blueclone’s understanding that once the license is paid in full, Client will be permitted to use the applicable applications until the expiration of the license terms, even if Client moves to a different technology services provider.

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 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 on to the firewall, server, or NAS appliances (other than electronic data) unless expressly approved in writing by us.

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 Blueclone business hours (currently M-F, 9 AM – 5 PM Eastern Time, excluding legal holidays and Blueclone-observed holidays as listed below), unless otherwise specifically stated in the MSA or as described below.  Basic Helpdesk service will be provided after business hours and on weekends.

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

*All time frames are calculated as of the time that 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 a service ticket. 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 with a lower capacity by our level 1 technicians.  If Blueclone agrees to provide off-hours/non-business hours support for non-covered issues (“Non-Business Hour Support”), then that support will be provided on a time and materials basis at a premium rate (which is not covered under any service plan for non-emergency service), and will be billed to Client at the increased hourly rates described in Blueclone’s Managed Services Plan Matrix.

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-covered, Non-Business Hour Support.

Observed Holidays
Blueclone observes the following holidays:

• New Year’s Day
• Martin Luther King Jr. Day
• President’s Day
• Good Friday
• Memorial Day
• Juneteenth National Independence Day
• Independence Day
• Labor Day
• Thanksgiving Day
• Day after Thanksgiving
• Christmas Eve
• Christmas Day
• New Year’s Eve

Fees
The fees for the services will be as indicated in the MSA.

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

Minimum Monthly Fees
The Fees indicated in the MSA are the minimum monthly fees (“MMF”) that will be charged to Client during the term. The MMF means all charges, after application of all discounts and credits, for the Service, excluding Taxes, governmental charges, equipment, non-recurring charges, professional services, consulting fees, charges for goods and services acquired by Blueclone or Blueclone affiliate as Customer’s agent, and other charges expressly excluded by the MSA. Client agrees that the amounts paid by Client under the MSA will not drop below the MMF regardless of the number of users or devices to which the services are directed or applied, unless Blueclone agrees to the reduction. All modifications to the amount of hardware, devices, or authorized users under the MSA (as applicable) must be in writing and accepted by both parties.

Increases
In addition, Blueclone reserves the right to increase Blueclone’s monthly recurring fees, SaaS fees and, if applicable, Blueclone’s 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 Client will be provided with a sixty (60) day opportunity to terminate the services by providing Blueclone with written notice of termination. Blueclone will be responsible for the payment of all fees that accrue up to the termination date and all pre-approved, non-mitigatable expenses that Blueclone incurred in Blueclone’s provision of the services through the date of termination. Client’s continued acceptance or use of the services after this sixty (60) day period will indicate Client’s acceptance of the increased fees.

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

Pass Through Increases are independent of any increases to our monthly recurring fees and will not be included in the five percent calculation described in the paragraph above.

Adjusted Minimum Monthly Fee (“AMMF”)
The AMMF will be equal to the greater of: (a) the MMF defined above, or (b) the average total dollar amount of the preceding 3 months of Blueclone invoices sent to Client.

Underutilization Charges
If Client’s monthly fee does not reach the MMF during the Term, Client shall pay an “Underutilization Charge” equal to 70% of the unmet AMMF. If Client’s monthy fee does not reach the MMF during the Term because the MSA is terminated early by Client without justified Cause or by Blueclone with Cause, Client shall pay “Early Termination Charges” (defined below) equal to 70% of the unmet AMMF plus a pro rata portion of any credits received by Client.

Termination
Either party may terminate this agreement for Cause. “Cause” means; (a) Client’s failure to pay any invoice (excluding disputed amounts) within 10 days of receiving notice that payment is overdue, or (b) breach by a party of a material provision of this agreement that the breaching party has not cured within 30 days of receiving notice from the non-breaching party. If interruption of Service is necessary to prevent or protect against fraud, financial loss, or otherwise protect Blueclone’s personnel, facilities or services, Blueclone may do so without notice.

Early Termination Charges
If: (a) Client terminates MSA before the end of the Term for reasons other than Cause; or (b) Blueclone terminates this Agreement for Cause pursuant to the Sections entitled ‘Termination’ then Client will pay, within 45 days after such termination; (i) all accrued but unpaid invoices incurred through the date of such termination, plus (ii) an amount equal to 70% of the AMMF for the remaining unexpired portion of the Term on the date of such termination, plus (iii) a pro rata portion of any and all credits received by Customer.

Travel Time.
If onsite services are provided, Blueclone will travel up to 30 minutes from Blueclone’s office to Client’s location at no charge. Time spent traveling beyond 30 minutes (e.g., locations that are beyond 30 minutes from our office, occasions on which traffic conditions extend our drive time beyond 30 minutes one-way, satellite offices, etc.) will be billed to Client at Blueclone’s then current hourly rates. In addition, Client will be billed for all tolls, parking fees, hotel, airfare, taxi, rideshare, and related expenses that Blueclone incurs if providing onsite services to Client.

Appointment Cancellations.
Client may cancel or reschedule any appointment with Blueclone at no charge whether onsite or remote, by providing notice of cancellation at least two business days in advance. If Blueclone does not receive timely a notice of cancellation/re-scheduling, or if Client is not available at the scheduled time or if Blueclone is otherwise denied access to Client premises at a pre-scheduled appointment time, then Client agrees to pay Blueclone a cancellation fee equal to two (2) hours of Blueclone’s normal consulting time (or non-business hours consulting time, whichever is appropriate), calculated at Blueclone’s then-current hourly rates.

Automated Payment.
Client may pay invoices by ACH and/or by Credit Card, as described below. If Client authorizes payment by credit card and ACH, then the ACH payment method will be attempted first. If that attempt fails for any reason, then Blueclone will process payment using Client’s designated credit card.

• ACH. When enrolled in an ACH payment processing method, Client authorizes Blueclone to electronically debit Client’s designated checking or savings account, as defined and configured by Client in Blueclone’s payment portal, for any payments due under the MSA. This authorization will continue through the Term.  Blueclone will apply a $45.00 service charge to Client’s account for any electronic debit that is returned unpaid due to insufficient funds or due to Client’s bank electronic draft restrictions.
• Credit Card. When enrolled in a credit card payment processing method, Client authorizes Blueclone to charge Client’s credit card, as designated by Client in Blueclone’s payment portal, for any payments due under the MSA. For each credit card transaction, Blueclone reserves the right to add a convenience fee to the applicable invoice which will not exceed the greater of four percent (4%) of the untaxed invoice amount or the actual costs Blueclone incurs from Blueclone’s merchant bank to accept Client’s credit card.

Check. Client may pay by check provided Client’s check is delivered to Blueclone prior to the commencement of services. Checks that are returned to Blueclone as incorrect, incomplete, or “not sufficient funds” will be subject to a $75 administration fee and any applicable fees charged to Blueclone by Client’s bank or financial institution.  Non-profit and government organizations may be offered NET Terms at Blueclone’s discretion however payment must be made electronically via Blueclone’s Payment Portal.

Notice
All notices (including Client’s notice of disconnect), requests, or other communications (excluding invoices) hereunder shall be in writing and transmitted via fax or electronic mail. Notices will be deemed to have been given when received. Client shall provide 60 days prior written notice for the disconnection of Service. Notwithstanding any such termination, Client will remain liable for any applicable Early Termination Charges set forth in this agreement. Client must contact Blueclone if a confirmation of the disconnection isn’t received from Blueclone within 5 business days.

Additional Terms & Policies

Authenticity
Everything in the managed Environment must be genuine and licensed— including all hardware, software, etc. If Blueclone asks for proof of authenticity and/or licensing, Client must provide Blueclone with such proof. All minimum hardware or software requirements as indicated in a MSA or this Services Guide (“Minimum Requirements”) must be implemented and maintained as an ongoing requirement of Blueclone providing the services to Client.

Monitoring Services; Alert Services
Unless otherwise indicated in the MSA, all monitoring and alert-type services are limited to detection and notification functionalities only. Monitoring levels will be set by Blueclone, and Client shall not modify these levels without Blueclone’s prior written consent.

Configuration of Third Party Services
Certain third party services provided to Client under this Services Guide may provide Client with administrative access through which Client could modify the configurations, features, and/or functions (“Configurations”) of those services. However, any modifications of Configurations made by Client without Blueclone’s 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, Blueclone strongly advises Client to refrain from changing the Configurations unless Blueclone authorizes those changes. The Client 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 Blueclone’s prior authorization or knowledge may have a substantial, negative impact on the provision, effectiveness and security of the services and may impact the fees charged under the MSA. Client agrees to refrain from moving, modifying, or otherwise altering any portion of the Environment without Blueclone’s prior knowledge or consent. For example, Client agrees 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 Blueclone’s prior knowledge or consent. 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 Client will be responsible, and/or the requirement that we remediate the situation at Blueclone’s then-current hourly rates, for which Client will also be responsible. Depending on the particular software agent and the costs of removal, we may elect to keep the software agent in the managed environment but in a dormant and/or unused state. Within ten (10) days after being directed to do so, Client will remove, package and ship, at Client’s expense and in a commercially reasonable manner, all hardware, equipment, and accessories provided to Client by Blueclone that were used in the provision of the services. If Client fails to timely return all equipment to Blueclone, or if the equipment is returned to Blueclone damaged (normal wear and tear excepted), then Blueclone will have the right to charge Client, and Client hereby agrees to pay, the replacement value of all such unreturned or damaged equipment.

Co-Managed Environment
In co-managed situations (e.g., where Client have designated other vendors or personnel, or “Co-managed Providers,” to provide Client with services that overlap or conflict with the services provided by Blueclone), Blueclone will endeavor to implement the services in an efficient and effective manner; however, (a) Blueclone 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 Blueclone’s position on a service-related matter, Blueclone will yield to the Co-Managed Provider’s determination and bring that situation to Client’s attention.

Breach/Cyber Security Incident Recovery
Unless otherwise expressly stated in the MSA, the scope of the services does not include the remediation and/or recovery from a Security Incident (defined below). Such services, if requested by Client, will be provided on a time and materials basis under Blueclone’s then-current hourly labor rates. Given the varied number of possible Security Incidents, Blueclone cannot and does 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 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 MSA, Blueclone does 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
Blueclone’s 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, Client may use the applicable service as reasonably necessary for Client 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 MSA, all unlimited services are provided during our normal business hours only and are subject to Blueclone’s technicians’ availability, which cannot always be guaranteed. In addition, Blueclone reserves the right to assign technicians as Blueclone deems necessary to handle issues that are more urgent, critical, or pressing than the request(s) or issue(s) reported by Client. Consistent with this FUP, Client agrees 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 Blueclone’s ability to provide services Blueclone’s other Clients.

Hosted Email
Client is solely responsible for the proper use of any hosted email service provided to Client (“Hosted Email”).

Hosted Email solutions are subject to acceptable use policies (“AUPs”), and Client’s use of Hosted Email must comply with those AUPs— including Blueclone’s. In all cases, Client agrees to refrain from uploading, posting, transmitting or distributing (or permitting any of Client’s authorized users of the Hosted Email to upload, post, transmit or distributed) 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 Client, 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 Blueclone or the services of any third party, or (v) contains Viruses, trojan horses or any other malicious code or programs. In addition, Client must not use the Hosted Email for the purpose of sending unsolicited commercial electronic messages (“SPAM”) in violation of any federal or state law. Blueclone 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 Blueclone believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner.

Procurement
Equipment and software procured by Blueclone 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, Blueclone 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. Blueclone is not a warranty service or repair center. Blueclone 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 Blueclone will be held harmless, and (ii) Blueclone 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 Technology Review & Strategy Meetings
Blueclone strongly suggests that Client participates in business review/strategic planning meetings as may requested by Blueclone from time to time. These meetings are intended to educate Client about recommended (and potentially crucial) modifications to Client’s IT environment, as well as to discuss the Client company’s present and future IT-related needs. These reviews can provide Client with important insights and strategies to make their managed IT environment more efficient and secure. Client understands that by suggesting a particular service or solution, Blueclone is not endorsing any specific manufacturer or service provider.

The advice and suggestions provided by Blueclone in our capacity as a virtual chief technology or information officer will be for Client’s informational and/or educational purposes only. Blueclone will not hold an actual director or officer position in Client’s company, and Blueclone will neither hold nor maintain any fiduciary relationship with Client. Under no circumstances shall Client list or place Blueclone on Client’s corporate records or accounts. Some due diligence questionnaires may require a named CTO or CISO (Chief Information Security Officer). Client must request approval in writing (email is sufficient) before doing so.

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 Blueclone may designate the device or software as “unsupported” or “non-standard” and require Client to update the Obsolete Element within a reasonable time period. If Client does not replace the Obsolete Element reasonably promptly, then in Blueclone’s discretion Blueclone 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 Client (email is sufficient for this purpose). In any event, Blueclone makes no representation or warranty whatsoever regarding any Obsolete Element or the deployment, service level guarantees, or remediation activities for any Obsolete Element.

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Acceptable Use Policy
The following policy applies to all hosted services provided to Client, including but not limited to (and as applicable) hosted applications, hosted websites, hosted email services, and hosted infrastructure services (“Hosted Services”).

Blueclone 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 Blueclone to provide or facilitate managed services to Client; however, Blueclone reserves the right to monitor Hosted Services at any time to ensure Client’s compliance with the terms of this Acceptable Use Policy (this “AUP”) and Blueclone’s MSA, and to help monitor and ensure the safety, integrity, reliability, or security of the Services.

Similarly, Blueclone does not exercise editorial control over the content of any information or data created on or accessible over or through the Hosted Services. Instead, Blueclone prefers to advise Clients of inappropriate behavior and any necessary corrective action. If, however, Hosted Services are used in violation of this AUP, then Blueclone reserves the right to Client’s 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 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:
Blueclone 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. Client is 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, Blueclone reserves 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) Blueclone’s IP space or any IP space allocated to Blueclone or Blueclone’s Clients to be listed in any of the various SPAM databases, is prohibited. Clients violating this policy will have their server immediately removed from Blueclone’s network and the server will not be reconnected until such time that the Client agrees to remove all traces of the offending material immediately upon reconnection and agree to allow Blueclone 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, Blueclone’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 Client, logging into or making use of a server or account Client is 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.

Network disruptions and sundry 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 Client may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited. Client is prohibited from excessive consumption of resources, including CPU time, memory, and session time. Client may not use resource- intensive programs which negatively impact other customers or the performances of our systems or networks.

Allowing the misuse of Client account:
Client is responsible for any misuse of their account, even if the inappropriate activity was committed by an employee or independent contractor. Client shall not permit their hosted network, through action or inaction, to be configured in such a way that gives a third party the capability to use their hosted network in an illegal or inappropriate manner. Client must take adequate security measures to prevent or minimize unauthorized use of their account. It is the Client’s responsibility to keep their account credentials secure. To maintain the security and integrity of the hosted environment, Blueclone reserves the right, but not the obligation, to filter content, DNS requests, or website access for any web requests made from within the hosted environment.

Revisions to this AUP:
Blueclone reserves 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.