Cloud Services Terms & Conditions

Effective:

The following descriptions and provisions apply to selected Hosted Services provided by ProSource:

QuickBooks Shared Hosting:

ProSource shall provide a shared QuickBooks application instance for use with client provided data. The application interface may be accessed via HTML web browser or by a ProSource provided software client. All instance resources provided are shared amongst tenants on the same virtual server with client data separated and secured. Client may purchase a QuickBooks desktop license from ProSource or may utilize the Bring Your Own License (BYOL) option. All QuickBooks licensing utilized in QuickBooks Shared Hosting must fall within the product support lifecycle by Intuit. ProSource shall provide all product updates for QuickBooks application instances.

  1. QuickBooks Add-Ins: Client may request optional Add-In modules to work in conjunction with a QuickBooks Shared or Dedicated Hosting application instance. Each Add-In may bear an additional monthly charge per client user per month. Each Add-In must be provided to ProSource for installation or update. Client is responsible for providing notifications for any updates required.

Alto/Cirrus Dedicated Hosting:

ProSource shall provide dedicated hosting resources customized to client storage and compute requirements.

ALL SERVICES:

Standards and Security:

Platform Performance Standards:

ProSource provides a high-performance computing platform with generous resourcing standards. ProSource, at its discretion, may adjust resourcing to maintain adequate performance per product vendor guidelines and to provide for optimal client experience. At no time shall any tier of ProSource Shared or Private Cloud resourcing be permitted to exceed 90% CPU utilization for a 5-minute interval, or 90% RAM utilization for a 2-hour interval. Additional client products or add-Ins can impact performance and may bear additional resource costs to maintain performance standards in a Private Cloud setting.

ProSource Stratus:

Customers subscribed to ProSource Stratus will receive a named user account that will facilitate access to their line of business application and data. ProSource, at its discretion, will add resourcing as needed to ensure services maintain platform performance standards.

ProSource Alto:

Customers that are subscribed to a ProSource Alto plan will operate in a dedicated resource VDI. The dedicated VDI will be resourced with up-to 2 GB of Random-Access Memory (RAM) and 1 vCore CPU per named user. Resourcing may be needed or added to meet platform performance standards for power users or additional applications.

Security and Backup Services:

ProSource provides managed intrusion prevention, firewall security, business anti-virus, anti-malware, and virtual server patching for all hosting options. All client data receives full backups for 14 days. All hosted environments are monitored 24x7 to ensure optimal performance and availability.

Data Encryption/Multi-Factor Authentication:

ProSource provides secure access to client data through recognized industry encryption standards. Client data is NOT encrypted on shared or dedicated application instance storage unless expressly subscribed. Multi-factor authentication is provided for all client-access accounts for enhanced security and account sharing is NOT permitted in any way.

Application Licensing:

(BYOL) License and Validation:

Client may bring a valid application license for use in the ProSource hosting environment. Any license provided by the client must be validated by the ProSource licensing team with proof of ownership provided by the client. Each application provided for hosting must be designed to operate in the ProSource hosting environment and meet strict security and operating system requirements. Any application or license not meeting this validation criteria may not be used under the BYOL feature. Certain application licenses required by the client may be obtained by ProSource upon request through sales@getprosource.com.

Client Obligations:

Acceptable Use:

Client is forbidden to use any ProSource hosted service to conduct any illegal operation or be a party to terrorism, malware, virus, or DoS attacks. ProSource reserves the right to limit, throttle or terminate services provided to a client to ensure fair standards of use and to meet strict security guidelines to ensure client data safety. Fair standards represent industry acceptable practices that, in general terms, are intended to provide the benefits for which the client is subscribed without causing burden, penalty, degradation, or security violation to ProSource or any other client by the subscribed client.

Protection of Data:

ProSource uses industry best practices to ensure client data safety through malware and virus detection and intrusion prevention systems. Client must ensure that reasonable safeguards consistent with industry data handling are employed to protect client data. ProSource shall not be responsible for client data loss due to client security practices.

Support and Service Levels:

Support Services:

ProSource shall provide standard business-hour support M – F (8a-5p) (EST) for all hosted services and after hours support for qualifying events. Extended/enhanced support hours are available for an additional fee. Standard support is provided for environment hosting performance, application error diagnosis (vendor escalation provided with a valid application support contract), environment access, desktop client troubleshooting, and data backup and restoration services. EXPLICIT APPLICATION USAGE SUPPORT IS NOT PROVIDED and requires an application support agreement. All support is requested via a ProSource provided helpdesk portal, e-mail, or telephone during specified support hours.

After-Hours Support Qualification:

Customers seeking after hours support must be enrolled in the ProSource Self-Service Password Tool and must be using dedicated cloud services. Qualified events for after-hours support include access related problems (VDI or DUO/2FA password issues, hung sessions, site to site tunnels). Application Support is not provided after-hours. After Hours support requests must be received via the ProSource Emergency phone line. A voicemail must be left with a name, company name, email address, valid contact number and a brief description of the problem. The on-call technician will respond within the appropriate SLA window.

Support Service Levels:

ProSource shall provide the following priority-based Service Level Agreement for all reported events with the following response times:

Maintenance:

ProSource has established a regular maintenance window from 10p to 5a EST each evening for scheduled activity. Any service affecting activity will be communicated in advance with a conclusion notice upon completion. Emergent maintenance activity will be scheduled as circumstances allow except when addressing a critical system failure affecting multiple clients or services. Specific client-requested activity isolated to a single client environment may be scheduled to meet client requirements. Regular security and vulnerability patching will occur during this window at least monthly or as needed based on release schedules.

Service Guarantees:

Support:

ProSource will guarantee the SLA response time period for all qualified service requests. Qualification requires a ProSource service team member to triage each service request for completeness, impact, and accuracy before assignment to the appropriate SLA category. Client disagreement arising with an SLA classification may be escalated through the ProSource service desk for resolution. For credit qualifying events, ProSource will provide a service credit equal to five percent (5%) of the monthly fee for each thirty (60) minutes of missed service levels calculated during a calendar month, up to fifty percent (50%) of the monthly fee for the affected service(s).

Network:

ProSource will guarantee that our datacenter network will be available 99.9% of the time in each month, excluding Maintenance. The data center network means the portion of the network extending from, but not including the data center common carrier facilities to the inbound port on the ProSource border router and includes ProSource managed switches, routers, firewalls and cabling. We will provide a service credit of five percent (5%) of the monthly fee for each thirty (30) minutes of network downtime calculated during a calendar month, up to one hundred percent (100%) of the monthly fee for the affected service(s).

Service Platform:

ProSource will guarantee the availability of the service platform 99% of the time in each calendar month, excluding Maintenance. Client will receive a credit of five percent (5%) of the monthly fee per additional hour of downtime calculated beyond the service availability, up to one hundred percent (100%) of client monthly fee for the affected service. This guarantee excludes customer requested backup/restore services, application reconfigurations, installations and patching.

Measurement of Time Period:

For the purpose of determining credit calculations, time periods will be measured from the time stamp generated by our alert management system or our ticketing system, whichever is first, until network availability is restored to the affected service in non-maintenance conditions. Client may open a support ticket to document the start time for a support request or incident or may contact us by telephone during support hours and ProSource will open a ticket. If client contacts by telephone, there may be a delay between the time of the call and the time we open a ticket.

Limitation on Credits:

Cumulative Credit Amount:

Notwithstanding anything in this Agreement to the contrary, the maximum total credit for any calendar month for failure to meet Service Level Guarantees under this Agreement, including all guarantees, shall not exceed one hundred per cent (100%) of your monthly recurring fee for the affected Hosted service. Credits that would be available but for this limitation will not be carried forward to future months.

Maintenance:

Client is not entitled to a credit for downtime or outages resulting from any scheduled Maintenance activity. For the purposes of the Service Level Guarantee, Maintenance shall mean a) ProSource scheduled maintenance windows during off peak hours in the time zone where the data center is located; b) Scheduled client maintenance–maintenance of client configuration requested by the client and scheduled with the client in advance (either on a case by case basis, or based on standing instructions), such as resource additions, hardware or software upgrades; c) Emergency maintenance–critical unforeseen maintenance needed for the security or performance of any configuration of ProSource’s network and hosting systems.

Extraordinary Events:

You are not entitled to a credit for downtime or outages resulting from denial-of-service attacks, virus attacks, hacking attempts, acts of God or nature, or any other circumstances that are not within our control.

Accounting and Payments:

Accounting Period:

ProSource services are provided on calendar month boundaries and commence on the first day of the month and conclude on the last day of the month throughout the service term.

Payment:

Client shall pay ProSource a pro-rated amount of the agreement upon execution plus any applicable setup fee. Subsequent payments for monthly services will be made automatically by credit card on or about the 25th of each month for the successive month. Invoicing will be provided along with any adjustments (changes in service) incurred from the prior month by the 10th day of the successive month. If payment is not received by the last business day of the month after receipt of invoice, all charges will be satisfied via the draft method on file. Late payments may be subject to a late payment fee and/or monthly interest charges if unpaid after 30 days. ProSource shall not be required to provide any service or support for client if client has any overdue invoices outstanding with ProSource.

Late Fee:

ProSource may charge a late fee of $50 for each payment received after the due date indicated on the invoice. This late fee shall be due when billed, and ProSource shall not be required to provide service for Client until the amount has been paid in full.

General Provisions:

Agreement Term:

The term shall be for a period of 12 months from commencement date unless otherwise amended by specific client agreement/SOW.

Updates:

All Terms and Conditions contained in this document are subject to change from time to time with a 30-day written notice to affected parties and are expressly governed by ProSource Master Service Agreement (incorporated herein). A copy of the ProSource Master Service Agreement and any changes to this document may be obtained and referenced in correspondence (electronic or otherwise) by email to: billing@getprosource.com or telephone number: +1 407-401-9259 during regular business hours. Any changes posted to Terms and Conditions will deemed to be accepted by Client with continued use of services beyond the effective date of change.

Minimum Monthly Recurring Charge (MMRC):

Client agrees that the recurring charge for monthly services are NOT permitted to drop below original contracted amount or 75% of any incremental adjusted amount (whichever is greater) during service term. If a new contract is executed, charges or terms may be amended to meet prior revenue agreement.

Termination:

Either party may terminate this agreement at any time and for any reason with 30-day written notice. For client terminations, the contract principal or business owner is required to initiate any service cancellation. An Early Termination Fee (ETF) applies equal to the average monthly service amount for the preceding 3 months (or immediate prior month if less than 3 months) multiplied by the remaining months in the term. This fee is due and payable in its entirety at the conclusion of the termination period unless prior arrangements are made in writing with ProSource. All payments must be received in full prior to any coordinated release of ProSource managed information or transfer of services to any other party. Any service terminations not aligned with Accounting periods (partial month) will be adjusted to the last day of the month following the 30-day notice. Client is responsible for any charges incurred during the last month of service. All other termination terms are provided by the ProSource Master Service Agreement.

Business Hours:

ProSource’s business hours are Monday – Friday from 8:00 AM until 5:00 PM EST, excluding national holidays. All work shall be performed by ProSource during regularly scheduled business hours except those which are expressly scheduled with ProSource support staff.

Automatic Renewal:

This agreement shall automatically renew for the same term with current pricing on the anniversary date of this agreement unless Client provides written notification 60 days prior to expiration indicating non-renewal intention.

Assignability:

All services provided by this agreement are for the Client only and may not be granted to any subsidiary, holding company or third-party of the Client.

Governing Law:

This Agreement shall be governed by the Laws of the State of Florida.

Attorney/Collection Fee:

If Client and ProSource have a dispute over this Agreement, then the prevailing party in any litigation shall be entitled to an award of attorney’s fees and/or collections fees.

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