These Terms of Service define the All Covered Cloud Services (Services) provided by All Covered to Client. These Terms of Service shall supplement the terms and conditions for Services (“T&Cs”) applicable to the Client’s Schedule of Services. In the event of a conflict between these Terms of Service and the T&Cs, these Terms of Service shall control.
1. Services Definition.All Covered and its affiliates (“All Covered”) provide a variety of services as defined by the Schedule of Services entered into by All Covered and the Client.
• Resale.Client may not resell Services provided under contract by All Covered.
2. Servers, Storage and Network Infrastructure. Client is allocated a specific amount of server, storage and network resources in accordance with the Schedule of Services. Up to the maximum allowed for each plan, Client can increase allocation of Services by contacting All Covered sales. Performance of server, storage and network may be impacted if purchased resources reach the maximum limits. All Covered shall not be responsible for unavailability or data loss related to resource unavailability. Shared infrastructure is used across multiple Clients. All Covered takes measures to logically separate Clients. However, performance of shared infrastructure cannot be guaranteed. Client may not use any shared system in a way that unnecessarily interferes with the normal operation of the shared system, or that consumes a disproportionate share of the resources of the system.
3. Software and Applications.
• License. All software licensing is subject to terms and conditions set forth by the vendor. Use of software keys or licensing which is inconsistent with acceptable use in a hosted environment is prohibited. This includes but is not limited to all software licensed by All Covered on Client’s behalf under partner programs. Any fees or penalties for misuse by Client of software licenses are solely the Client’s responsibility.
• Currency. Client will maintain current versions of applications running on All Covered shared infrastructure. All Covered may require Client to upgrade versions of software or applications to current versions to ensure supportability or compatibility. All Covered may be required by its third-party software licensors to upgrade to the latest version of software.
• Configuration. All Covered will leverage industry standard practices to ensure that software applications are installed properly. If multiple options exist to install the software, All Covered, in its sole discretion, will choose the method that is most appropriate.
• Incompatibilities. All Covered is not responsible for incompatibilities arising from new versions of software, client content, or shared applications. All Covered is not responsible for incompatibilities or performance related to applications not designed to function in a shared infrastructure. All Covered will use commercially reasonable methods to assist Client in finding a solution.
• Updates and Patches. All Covered will use commercially reasonable methods to promptly install security patches and software updates. Updates may change the behavior of systems and applications and as such may negatively impact the performance of services contracted by Client. All Covered cannot predict nor can it be responsible for negative service impacts due to updates and patches. If a disruption does occur, All Covered will use commercially reasonable methods to remedy the issue as soon as possible after Client notifies All Covered of the problem.
• Scheduled Maintenance. All Covered performs regular maintenance on the server, storage and network infrastructure to ensure optimal performance. Scheduled maintenance is performed during All Covered’s regularly scheduled maintenance windows. During scheduled maintenance, Services may be impacted or suspended. All Covered will use commercially reasonable efforts to minimize impact to Client’s contracted Services. Client will be notified of scheduled maintenance via email to the Client authorized contact. Services impacted by scheduled maintenance are not included in any service availability calculations.
• Unplanned Maintenance. At times, it may be necessary for All Covered to perform emergency maintenance on server, storage or network infrastructure. Examples may include security events or hardware replacement. All Covered may not provide Client with advanced notice in case emergency maintenance is required. Services impacted by unplanned maintenance are not included in any service availability calculations.
Integrity and Backups.
• Core Systems. All Covered will use various methods and applications to backup servers, storage and network configurations to protect against data loss in the event of a server or disk failure. Core system backup does not include backup of Client applications and content or data. All Covered’s core system backups are intended for disaster recovery purposes only. Core system backup scope and scheduling is at All Covered’s sole discretion.
· Client Applications and Data. Client may contract with All Covered to provide backup of Client applications and data. Additional fees may apply and will vary according to method, application and retention period required.
· Security Threats. Client agrees that All Covered may quarantine or delete any data stored on a shared system that is infected with a virus or otherwise corrupted and has the potential to infect or corrupt the system or other customer’s data that is stored on the same system.
· Data Retention. All Covered shall not be responsible for Client data after a Client’s account is terminated. All Client data is deleted from servers and storage after Client account is terminated. All Client data is deleted from backups during regular scheduled backup rotation. All Covered is not responsible for restoring, providing Client data on storage media or sending Client data pertaining to terminated accounts unless specifically noted in a customized service agreement.
· Privacy. All Covered is committed to protecting Client privacy and the confidentiality of Client data to the maximum extent permitted by law and/or accepted by industry standards. All Covered will not access, view or review any Client data except as follows:
– Government or Law Enforcement. Client, government or law enforcement agency specifically requests All Covered to provide data.
– Operational. During performance of backup/ restore operations and during security events such as virus scanning, removal, spam or content filtering.
– Safety. If access is urgent and required to protect personal safety, perform troubleshooting, restore systems operation in the event of server or disk failure, remove material in violation of Acceptable Use Policy (AUP) or to prevent service failure.
• Monitoring. All Covered will provide fundamental monitoring of core Services related to servers, storage and network to ensure that systems are operational.
• Technical Support. All Covered will provide technical support through Client’s authorized account contacts. Support includes setup and configuration of Client’s account and access to the Services. Fees may apply. Only Client’s authorized account contacts may request information, changes and support related to these Terms of Service and the applicable Service Agreement.
7. Service Level Agreement (SLA).
• Included Servers. All Covered Cloud Servers are virtualized services running a variety of operating systems. This includes the Network connectivity, Server and Storage services required to support the All Covered Cloud Servers contained within the All Covered data center. Applications above the operating system level are not included in calculating SLA performance. The All Covered Cloud Servers service is architected for 99.995% uptime.
• Service Availability Monitoring. All Covered monitors the infrastructure and applications supporting All Covered Cloud Services in whole. All Covered uses a combination of methods to monitor and measure service performance. Monitoring is performed in pre-determined intervals for the purposes of monitoring and measurement calculations.
• Credits. If Service Availability falls below the 99.995% threshold, Client will be eligible for credit. Credits are calculated as a percentage of the fees for the All Covered Cloud Servers service.
· Calculations. Credits of 5% of the All Covered Cloud Servers fees are issued for each hour or partial hour of downtime in excess of the 99.995% threshold.
· Requesting Credit. Client must request credit within 30 days following the end of the downtime. Client must demonstrate that use of All Covered Cloud Servers was adversely affected as a result of the downtime to be eligible for credit.
· Maximum Credit. The total credit to Client may not exceed 50% of the monthly fees charged to that Client for All Covered Cloud Servers in the month for which the credit is to be issued.
• Limitations. Client accounts must be in good standing and not in breach of the Terms of Service. The total liability of All Covered for any damages to Client arising out of the Cloud Services is limited to a maximum of 50% of the monthly fees charged to Client for All Covered Cloud Servers in the month that the downtime occurred.
8. Acceptable Use Policy (AUP). Client agrees to abide by All Covered’s AUP. Violations to All Covered’s AUP may result in termination of Services for failure to comply with any of the following:
• Copyrighted Material. Client may not use All Covered’s servers, storage or network infrastructure to download, distribute, publish or otherwise copy any work protected by copyright law unless Client has been authorized by the owner of the copyright to use the work in that manner;
• Service Availability. All Covered’s service availability calculations do not apply to service interruptions resulting from AUP violations.
• Abuse. Client may not use All Covered’s servers, storage or network infrastructure to engage in, support, or promote illegal, abusive or irresponsible behavior.
• Bulk Email. Client may not use All Covered’s servers, storage or network infrastructure to send bulk, unsolicited email without express consent by All Covered.
• Prohibited and High Risk Uses. Client shall not use or access the Services in a manner that materially interferes with or harms the All Covered infrastructure or any third parties or is tortious or violates any third party rights. High risk use of the Services is strictly prohibited. Example of high-risk use is any use where a failure of or defect in the Services could result in death or bodily injury to a person or damage to property.
9. Warranty. All Covered will promptly use commercially reasonable methods to return Services to a working state.
10. Disclaimer. No representation, express or implied, is made that Services will be uninterrupted, error-free, and completely secure. Client acknowledges that there are risks inherent in Internet connectivity that may result in the loss of privacy, Confidential Information, and the loss or damage to property. All Covered shall have no obligation to provide security other than as stated in these Terms of Service. All Covered disclaims any and all warranties not expressly stated herein, including the implied warranties of merchantability and fitness for a particular purpose.
11. Suspension of Services. All Covered shall provide reasonable advance written notice of a suspension and an opportunity to cure the grounds on which the suspension are based, unless All Covered determines, in its reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect All Covered or its other Clients from imminent and significant operational or security risks. All Covered may suspend Services without liability if:
• All Covered reasonably believes that the Services are being used (or have been or will be used) in violation of the Terms and Conditions.
• Client refuses to cooperate with All Covered’s reasonable investigation of any suspected violation of the Terms and Conditions.
• Suspension of Services is necessary to protect All Covered’s network or other Clients
• Payment for the Services is overdue.
• Suspension is required by law.
12. Indemnification. Client agrees to defend, indemnify and hold All Covered harmless from all third party claims, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising from Client’s use of the Services. All Covered agrees to defend, indemnify and hold Client harmless from all third party claims that Client’s use of the Services infringes the intellectual property rights of a third party.