License Grant: ENC hereby grants to Client a non-exclusive, royalty free, non-transferable license, during the term of this SOW, to use the Software in conjunction with the related services provided by ENC. Client shall not reverse engineer, de-compile or otherwise use the Software in any manner not specifically authorized by ENC.

Return of ENC Provided Hardware: Within ten (10) days after the effective date of termination or expiration of this SOW, 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 ENC that were used in the provision of the Services. If you fail to return such equipment to us in a timely manner, or if the equipment is returned to us damaged (normal wear and tear excepted), then we will have the right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment.

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

1. Server hardware must be under current warranty coverage.
2. All servers must be running Microsoft Server Operating System.
3. All desktop pc’s and notebooks/laptops must be running a Microsoft Windows a Professional operating system.
4. All server and desktop software must be genuine, licensed and vendor-supported.
5. A vendor-supported hardware firewall capable of SNMP reporting must be part of the network and sit between the internal network and the public internet. This device must be supported by the manufacture and under a manufacturers service plan/warranty.
6. All wireless data traffic in the environment must be securely encrypted.
7. All computers, network, Internet, and server equipment must be connected to grounded (three prong electrical) surge protection. Network gear and servers should be connected to an Uninterruptable Power Supply.
8. Unless otherwise purchased from ENC, the client will be responsible for all files restores, backups, and disaster recovery services.
9. Client must provide all software installation media and key codes in the event of a failure.
10. Client must provide us with administrative privileges on all covered hardware and software.
11. Client must not affix or install any accessory, addition, upgrade, equipment or device on to the ENC provided hardware as a service such as the BDR appliance (other than electronic data) unless expressly approved in writing by us.
12. All software required for the client’s business to run on a day-to-day basis must include prompt phone-based support from the software manufacture.

Any costs required to bring Client’s environment up to these minimum standards are not included in this SOW.

Exclusions

1. Installing new equipment or software.
2. Customization of third-party applications, or programming of any kind.
3. Database administration and management, such as database editing, exporting, or repairing the operations of a slow, corrupt, unstable, incompatible, or excessively large database.
4. Data entry and custom reporting.
5. Cyber Security threat hunting, remediation of advanced persistent threats, and/or security breach incident response.
6. Mass notification services around the breach of Personally Identifiable Information or other regulated information classes.
7. Cyber security insurance or claims management
8. Forensic services, litigation support, or legal discovery services.
9. Support for operating systems, applications, or hardware no longer supported by the manufacturer.
10. Data/voice wiring or cabling services of any kind.
11. Equipment relocation.
12. The cost to bring the System up to the Minimum Requirements, unless otherwise noted in the SOW.
13. The cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind.
14. Client employee training or certifications, unless otherwise noted in the SOW.

Remediation: Unless otherwise provided in this SOW, 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 any particular device, or a service plan for the repair of any particular managed hardware or software.

Modification of System: The Services rely upon physical and virtual configurations of the System as known to, and (if applicable) determined by, ENC. Changes made to the System without our prior authorization or knowledge may have a substantial, negative impact on the provision and effectiveness of the Services. Client agrees to refrain from moving, modifying, or otherwise altering any portion of the System without our prior knowledge and consent. For the purposes of illustration, Client shall not add or remove hardware from the System, install applications on the System, or modify the configuration or log files of the System without ENC’s prior knowledge and, on each occasion, written consent.

Procurement: Equipment and software procured by ENC 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, ENC 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.

ENC is not a warranty service or repair center. ENC 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 ENC shall be held harmless.

Diagnostic / Auditing Services: Any diagnostic or auditing services performed by ENC may require ENC to install a small amount of code (“Diagnostic Code”) on one or more of the devices attached to the System. The Diagnostic Code is deleted in its entirety after the testing process concludes. Although our diagnostic tools may have access to—and report on the existence of—personal information and/or personal data on the diagnosed System, ENC does not review or copied such information at any time during the testing process. No files will be erased, modified, opened, reviewed or copy at any time during the testing process. The Diagnostic Code will not install or create any disabling device, or any backdoor or hidden entryway into the System. The results of the diagnostic testing will be kept confidential by ENC.

You grant ENC permission to access the System for the purpose of conducting the diagnostic testing, and agree to hold ENC harmless from and against any and all incidents or damages that may occur during or as a result of the testing process, regardless of the cause of such damages including but not limited to data loss due to events beyond ENC’s reasonable control, network or communication outages, and deficiencies or errors in any of hardware or equipment that may interrupt or terminate the diagnostic testing process.

The testing process is for diagnostic purposes only. The process is not intended, and will not be used, to correct any problem or error in the System. ENC does not warrant or represent that the testing process will result in any particular outcome, or that any particular issue, hardware or software configuration will be correctly detected or identified.

ENC Infrastructure Permitted Use: Client shall use all ENC-hosted equipment and hardware (collectively, “Infrastructure”) for Client’s internal business purposes only. Client shall not sublease, sublicense, rent or otherwise make the Infrastructure available to any third party without ENC’s prior written consent. Client agrees to refrain from using the Infrastructure in a manner that unreasonably or materially interferes with ENC’s other hosted equipment or hardware, or in a manner that disrupts or which is likely to disrupt the services that ENC provides to its other clientele. Notwithstanding any provision to the contrary, ENC reserves the right to throttle or suspend Client’s access and/or use of the Infrastructure if ENC believes, in its sole but reasonable judgment, that Client’s use of the Infrastructure is violating, or is likely to violate, the foregoing terms or any other provision in the Agreement.

Data Replication: If Client purchases any services that involve data replication at a geographically diverse site, then the following applies to Client’s use of that service: The rate by which the data at the primary site can be transferred to the secondary site will vary depending on the amount and type of data, constraints inherent in Client Hosted System, and fluctuations in bandwidth availability. Therefore, at any given time, the secondary site may not be completely up to date. In the event of a failover to the secondary site, the data that has not yet completed the transfer from the primary site will be lost. ENC may provide Client with some guidelines on latency times based on its understanding of Client’s data and system constraints, but these guidelines are not guarantees.

Anti-Virus; Anti-Malware: Our anti-virus / anti-malware solutions will generally protect the Client’s system from becoming infected with new viruses and malware (“Viruses”); however, Viruses that exist on the Client’s system at the time that a security solution is implemented may not be capable of being removed without additional services, for which a charge may be incurred.

You understand and agree that no security solution is one hundred percent effective, and any security paradigm may be circumvented and/or rendered ineffective by certain Viruses or malware, such as ransomware or rootkits, that were previously unknown to the manufacturers of the software solution, and/or which are purposely or intentionally downloaded or installed onto your System. You are strongly advised to refrain from downloading files that are sent by unknown users, and/or users or files whose origination cannot be verified. ENC does not warrant or guarantee that all Viruses and malware will be capable of being avoided or removed, or that all forms of Viruses and malware will be detected or removed in a timely manner, or that any data corrupted or encrypted by Viruses or malware will be recoverable.

In order to improve security awareness, you agree that ENC 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.

Unsupported Configuration Elements Or Services: If Client requests a configuration element (hardware or software) or hosting service in a manner that is not customary at ENC, or that is in “end of life” or “end of support” status, ENC 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”). ENC makes no representation or warranty whatsoever regarding any Unsupported Service, and Client agrees that ENC will not be liable to Client 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.

End User Agreement: Client agrees that it is responsible for the actions and behaviors of its users of the Services. In addition, Client agrees that neither it, nor any of its employees or designated representatives, will use the Services in a manner that violates the laws, regulations, ordinances or other such requirements of any jurisdiction. Client warrants and represents that all hosted applications will be properly licensed, and that all such licenses shall be maintained by Client throughout the entire term of this SOW.

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 ENC 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. ENC 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 ENC immediately to request the login information be reset or unauthorized access otherwise be prevented. ENC will use commercially reasonable efforts to implement such requests as soon as practicable after receipt of notice.