Managed IT Services Agreement
- Term of Agreement
This Agreement between Internet Order Acceptance, herein referred to as Client, and AutumnTECH, hereinafter referred to as Service Provider, is effective immediately, shall remain in force for a month to month period, and be reviewed monthly to address any necessary adjustments or modifications. Should adjustments or modifications be required that increase the monthly fees paid for the services rendered under this Agreement, these increases will not exceed 10% of the value of the existing monthly fees due under this Agreement. The Service Agreement automatically renews for a subsequent monthly term beginning on the day immediately following the end of the Initial Term, unless either party terminates the agreement for any reason.
- This Agreement may be terminated by the Client at any time.
- This Agreement may be terminated by the Service Provider at any time.
- Fees and Payment Schedule
Fees will be $99.00 per month with the first payment due immediately. Fee includes the following service features:
Help Desk Package: 24x7x365
Desktop and Server Remote Management and Monitoring (RMM) Package: Total Desktop Care+
Desktop RMM Desktop Communicator Agents (minimum): 1
Additional RMM Desktop Communicator Agent (each per month): $99.00
Server RMM Communicator Agents (minimum): 0
Server RMM Remote Management and Monitoring (RMM) Package: Elite Server Care
Additional Server RMM Communicator Agents (each per month): $149.00
One-Time Onboarding and Training Fee: $0.00
Fees are invoiced to Client on a Monthly basis and will become due and payable on the subscription day of each month. Services will be suspended if payment is not received within 15 days following date due. Refer to Appendix B for services covered by the monthly fee under the terms of this Agreement.
Late Payments. Late payments shall be subject to interest at the lesser of 1.5% per month or the highest interest rate permitted by law (in each case, calculated as of the date when such payment is due). Client agrees to pay for all reasonable costs Service Provider incurs to collect any past due amounts which costs may include reasonable attorneys’ fees. Service Provider may suspend, cancel or otherwise terminate Client’s access to the Service Provider Portal and / or Service Provider Offering if Client fails to pay its Fees within 15 days of the due date.
It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects, and will be quoted and billed as separate, individual Services.
It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.
All Services will be provided as defined in the Fees and Payments Schedule section of this agreement. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of Appendix B. Hardware costs of any kind are not covered under the terms of this Agreement.
Support and Escalation
Service Provider will respond to Client’s Trouble Tickets under the provisions of Appendix A, and with best effort after hours or on holidays. Trouble Tickets must be opened by Client, by web-based chat, email to our Help Desk, or by phone if email is unavailable. Each call will be assigned a Trouble Ticket number for tracking. Our escalation process is detailed in Appendix A.
Service Calls Where No Trouble is found
If Client requests onsite service and no problem is found or reproduced, Client shall be billed at the defined Tier-4 hourly overage rate plus an additional $100.00 per hour.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO CLIENT FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED SUCH DAMAGES MIGHT OCCUR OR (iii)ANY CLAIMS OR DAMAGES IN EXCESS OF THE FEES CLIENT PAID SERVICE PROVIDER FOR THE PORTION OF THE SERVICE PROVIDER OFFERING GIVING RISE TO THE CLAIM DURING THE MONTH TO MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT SERVICE PROVIDER’s LIABILITY FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE LIMITATION IN THIS SECTION APPLIES TO ALL CAUSES OF ACTION AND OBLIGATIONS IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, ANY CLAIM OF BREACH OF CONTRACT OR NEGLIGENCE OR ANY OTHER LEGAL THEORY.
- Additional Maintenance Services
Service Provider shall provide support of all hardware and systems specified in Appendix B, provided that all Hardware has Service Provider RMM Communicator software installed; is covered under a currently active Vendor Support Contract; or replaceable parts be readily available, and all Software be Genuine, Currently Licensed and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should 3rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Client after first receiving the Client’s authorization to incur them.
Virus Recovery for Current, Licensed Antivirus protected systems
Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is covered under the terms of this Agreement. This Service is limited to those systems protected with a currently licensed, Service Provider Antivirus solution Webroot.
Service Provider will provide ongoing monitoring and security services of all critical devices as indicated in Appendix B. Service Provider will provide quarterly reports as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the condition in a timely manner through remote means.
- Suitability of Existing Environment
Minimum Standards Required for Services
In order for Client’s existing environment to qualify for Service Provider’s Managed Services, the following requirements must be met:
- All covered Servers with Microsoft Windows Operating Systems must meet the minimum requirements defined in Appendix B
- All covered Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must meet the minimum requirements defined in Appendix B
- All covered Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
- All covered Servers and Desktops must have the Service Provider RMM Communicator Software installed
- The environment must have the Service Provider provided Server and Desktop-based Antivirus Solution Webroot protecting all Servers, Desktops, Notebooks/Laptops. Antivirus software will be provided within the Service Provider RMM Communicator agent software install and managed by Service Provider.
- The environment must have a currently licensed, Vendor-Supported Server-based Backup Solution that can be monitored and send notifications on job failures and successes.
- The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.
- All Wireless data traffic in the environment must be securely encrypted.
- There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.
- Client agrees that all network information including hardware specifications, network addresses, diagrams, administrative login passwords, encryption keys and any other administration-level access information and documentation will be provided and securely stored for use by Help Desk, NOC, Service Provider and Tier-4 technicians.
Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement.
- Excluded Services
Service rendered under this Agreement does not include:
- Parts, equipment or software not covered by vendor/manufacturer warranty or support.
- The cost of any parts, equipment, or shipping charges of any kind.
- The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind unless provided by Service Provider.
- The cost of any 3rdParty Vendor or Manufacturer Support or Incident Fees of any kind.
- The cost to bring Client’s environment up to minimum standards required for Services.
- Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
- Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Service Provider.
- Maintenance of Applications software packages, whether acquired from Service Provider or any other source unless as specified in Appendix B.
- Programming (modification of software code) and program (software) maintenance unless as specified in Appendix B.
- Training Services of any kind except for the initial onboarding training which is not to exceed 2 hours in total time.
Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services and will protect against unauthorized use.
This Agreement shall be governed by the laws of the State of Virginia. It constitutes the entire Agreement between Client and Service Provider for monitoring/maintenance/service of all equipment listed in “Appendix B.” Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client.
Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.
Acceptance of Service Agreement
This Service Agreement covers only those services and equipment listed in “Appendix B.” Service Provider must deem any equipment/services Client may want to add to this Agreement after the effective date acceptable. The addition of equipment/services not listed in “Appendix B” at the signing of this Agreement, if acceptable to Service Provider, shall result in an adjustment to the Client’s monthly charges.
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be signed by their duly authorized representatives as of the date set forth below.
Accepted by: Web Order Form Acceptance by Client
Escalating an Issue
Three primary reasons to use the escalation procedures include:
- To request immediate support for a major client-impacting problem such as a server or site outage or disaster recovery.
- To request the support of a more senior resource when a problem is not progressing toward resolution or when experiencing communication challenges with the technician(s) currently assigned.
- To report satisfaction or dissatisfaction with the handling of a specific incident or more general satisfaction/dissatisfaction with Service Provider service.
Requesting Immediate Support for a Major Incident
While the Service Provider may already be alerted to and possibly working on a problem, if you are suffering from a major issue such as a server outage, contact the Service provider to ensure they are aware of the issue and its urgency. This contact ensures the business impact is fully understood and ensures our technicians are mobilized as quickly as possible to assist.
Requesting More Senior Support
If you encounter a situation where the technicians assigned to a ticket are not making sufficient progress toward resolution, you may request an escalation.
- For critical, client-impacting issues where resolution is highly time-sensitive, contact the Service Provider by telephone and specifically request the case be escalated to the next level of management. The Service Provider will then identify the right resources to engage and ensure you are connected. In cases where a more senior individual is not available, the Service Provider will offer alternatives or collect your contact information and arrange a callback as soon as possible. Please note that if your issue is not highly time-sensitive, a callback may not occur until the next business day to accommodate senior resource shifts.
- If you are having difficulty communicating with a Service Provider technician with whom you are speaking or chatting, you may request to speak to a different technician or also request the next level of management.
- For non-urgent issues, you may escalate by updating the ticket or sending an email to the Service Provider. In either case, include the words Request for escalation at the beginning of the ticket entry or email, then state the reason for the escalation so the team clearly understands your concern. Your request will be acknowledged and the appropriate level of management will be engaged. Use the following email addresses: Support@AutumnTECH.com or contact Service Provider by Phone 703-724-1757
If, after following the steps above, your issue is still not addressed in a timely manner, you may repeat the escalation process and request the Service Provider again escalate the issue to the next level of management. If you have escalated at least twice without an adequate response or resolution, you may involve your Account Team via email or telephone, although for less urgent issues, we recommend at least three escalations before engaging your Account Team. However, continue to include the Service Provider in all communications with your Account Team in case they are not available.
For urgent issues, continue to escalate to higher levels of Service Provider management, keeping in mind that after each escalation, sufficient time (generally 4 – 8 hours) is required between each escalation to allow new resources to be engaged and work the problem. For non-urgent issues, your Account Team will take the next step and marshal the appropriate resources to address the problem.
How to Contact the Help Desk
Client can contact the Help Desk in the following ways:
Help Desk Chat
The Help Desk Chat application allows your clients to get Help Desk support quickly and easily from their machine’s desktop, taskbar, or notification area without having to call .
Toll-Free by Phone
US and Canada: (refer to email order confirmation for the help desk toll free number)
(refer to email order confirmation for help desk email address)
Help Desk Supported Operating Systems and Software
Service Provider’s Help Desk supports a wide range of commonly used desktop software products, many of which are listed below. The Help Desk fully supports desktops, laptops, thin clients, and printers and provides limited support for tablets, smart phones, and local networks. For details about line-of-business and proprietary applications, see Application Support above.
- Windows XP
- Windows Vista
- Windows 7
- Windows 8
- Windows 8.1
- Windows 10
- Mac OS X 10.6 (Snow Leopard)
- Mac OS X 10.7 (Lion)
- Mac OS X 10.8 (Mountain Lion)
- Mac OS X 10.9 (Mavericks)
- Mac OS X 10.10 (Yosemite)
- Mac OS X 10.11 (El Capitan)
- MacOS 10.12 (Sierra)
* The Help Desk will not install or migrate operating systems because of the risk of data loss. Also, Microsoft discontinued Windows XP support as of April 8, 2014, and most other vendors have since discontinued support.
- Microsoft Office 2003
- Microsoft Office 2007
- Microsoft Office 2010
- Microsoft Office 2013
- Microsoft Office 2016
* Includes Word, Excel, PowerPoint, and Access.
- Microsoft Outlook XP
- Microsoft Outlook 2003
- Microsoft Outlook 2007
- Microsoft Outlook 2010
- Microsoft Outlook 2013
- Microsoft Office 365
- Microsoft Windows Mail App
- Google Apps
- Mac Mail
- Google Chrome
- Internet Explorer 7 or later
- Mozilla Firefox
Thin Client and Virtual Desktop Interface (VDI)
The Help Desk supports clients using a terminal server or Citrix server by connecting to the server and remote controlling the end client’s session. The Service Provider RMM server agent must be installed on the Terminal Server or Citrix Server first, and if the end client is using a Windows or Mac desktop, the Service Provider RMM desktop agent should also be installed on that desktop. Thin clients are billed on a per-user basis.
If the RMM agent is installed on the end user’s machine the Help Desk support can extend to the end user’s mobile device(s). Device support includes setup and configuration of the default email application and connection to wireless networks.
Service Provider’s Help Desk is committed to delivering a wide range of superior services to your users at all times. To ensure our technicians are able to provide fast, effective service, however, keep these non-supported services in mind.
Unsupported services include, but are not limited to:
- Support for machines without an RMM agent installed (other than thin client environments).* If a client calling from home has a work workstation with an agent, the Help Desk will assist with work connectivity problems (such as a VPN connection) but will not support other home PC issues.
- Network device management and configuration (firewalls, routers, switches, etc.). The Help Desk can assist with power-cycling network gear (router, modem, firewall) but will not make configuration changes.
- Hardware-related issues (hard disk, memory, power supply, etc.). All hardware and/or equipment issues will be escalated to the partner for remediation.
- Issues detected by Service Provider’s RMM platform. The Service Provider will work directly with MSPs on these issues; the Help Desk is not intended to be an intermediary between the MSP and the Service Provider.
- Internet service provider (ISP) outages
- Hardware, software, or ISP vendor ticketing and management
- Application ‘How-To’ training
- Any request involving more than five workstations; submit these as Tech Advantage
* The Help Desk can, however, install the agent on the machine to troubleshoot for a fee of $250 per occurrence billed to Client.
Essential Server Care
Service Provider Service Overview
- Creation of alerts and tickets
- Service Provider technicians call when critical issues arise.
- Remote restarts minimize down-time and reduce after-hours call volume.
- Information provided for remediation and resolution based on the Service Provider’s extensive knowledgebase.
- Endpoint protection software is monitored and kept up-to-date, preventing security breaches.
- Whitelisted Microsoft security patches.
Service Provider Services
- Alert filtering.
- Ticket-based workflow.
- Ticket escalation with steps to resolution.
- Patch whitelisting service (the Service Provider tests all Microsoft security updates before deployed).
- Multi-vendor endpoint protection management that updates definitions for supported AV vendors.
- Remote restart of services and applications (Service Provider Access Level 1 only).
- Emergency low-disk spacealerting (Windows and Linux).
Preferred Server Care
The Preferred Server Care service level includes all services provided with Essential Server Care and the additional services listed below:
Service Provider Service Overview
- Service Provider technicians troubleshoot and proactively address issues on monitored servers and independently resolve alerts and tickets.
- Expanded endpoint protection management to proactively update definitions and reinstall protection software as necessary.
- Service Provider technicians delete unwanted logs and clean up disks as needed.
Service Provider Services
- Lights Out Management (LOM): Unlike Elite Server Care, the Service Provider does not proactively use LOM to reboot a server when a device downalert is generated. In these cases, tickets are sent directly to the partner without Service Provider visibility (other than the outbound calling team). However, if the Service Provider is working on a server as a result of an alert or a Tech Advantage project, the Service Provider uses LOM if necessary. Therefore, we recommend Preferred partners always configure LOM data in the ITSupport Portal.
- Resolution of up to 90% of alerts related to:
- Active Directory
- Citrix Terminal (except XenApp 6)
- SBS 2000/2003
- Windows Terminal Server
- Windows Performance
- Diagnose all uncertain hardware alerts (for example: potential battery replacements)
- Microsoft patch deployments by Service Provider technicians.
- Reinstallation of endpoint protection software if corrupted.
- Email monitoring.
- Emergency low-disk space alerting and cleanup (Windows & Linux).
Elite Server Care
Elite Server Care includes all the services of Essential and Preferred plus the additional services listed below:
Service Provider Service Overview
- Ability for partners to assign issue-based tickets to Service Provider technicians for full problem resolution.
- Specified maintenance tasks can be outsourced to the Service Provider team.
- Additional endpoint protection management: Service Provider technicians update definitions and assist with cleaning up found viruses.
- Expanded Lights Out Managementsupport: the Service Provider reboots any server identified as offline, regardless of alert or issue.
- Free Network Availability Monitoring
Service Provider Services
- Assign tickets for one-time maintenance actions including:
- Endpoint protection scan and remediation for infections.
- Service Pack Installation during off-hours.
- Driver updates for servers.
- Firmware updates (with Lights Out Management access or if vendor provides access through the console).
- Server Cluster Health Checks and remediation/recommendation for improvement.
- Citrix XenApp hotfixes, rollup installations, and configuration.
- Health Checks for Exchange 2003 and above, which includes running the Best Practice Analyzer and resolving any detected issues.
- Defrag and repair Exchange servers.
- Update expired web certificates.
- Configure recipient update policies for multiple domains.
- Health Checks of configurations, including vCPU and memory and network setup.
- Review error logs using vSphere or vCenter.
- Reconfigure VMs and host data stores.
- Health Checks including network setup, memory cache, and RAID configuration.
- Configure VMs.
- Active Directory
- Check Flexible Single Master Operation (FSMO) roles.
- Check master role.
- Check primary domain controller (DC) (if multiple DCs in different geographical locations).
- Check DC replication.
- Check database integrity (if downtime provided).
- Perform Distributed File System Replication (DRFS) (review and recommend changes if implemented; major changes must be submitted as a project).
Assign issue-based tickets including:
- Exchange troubleshooting
- Outlook web or Outlook Anywhere Access
- DAG replication
- Active Sync issues
- Spam issues
- Auto discovery feature issues
- Restore mailboxes as part of a disaster recovery
- Outlook calendar issues
- SBS troubleshooting
- Remote web workspace
- Windows Server Update Services (WSUS) issues
- Windows backup issues
- SharePoint issues
- SBS console crashes
- Reporting and monitoring services
- Remote Desktop troubleshooting
- Login issues
- Gateway policies
- Web access
- Single sign on
- Session issues (including timeout, printing, broken gateway, user profile, and certificates)
- Remote application access
- Remote Desktop Protocol (RDP) port
- VMware troubleshooting: Performance issues on VMs and host machines.
- Hyper-V troubleshooting for performance issues.
- Citrix XenApp Server troubleshooting
- Secure gateway
- Web access
- Single sign on
- Session issues (including time out, printing, user profile, and certificate)
- Publish applications (including access, streaming, and publishing issues)
- Load balancing
- XTE Service
- Server performance issues
- Check the event viewer for performance-specific events, including high CPU, low memory, memory leaks, and slow response
- Chkdsk in read/only
- Free space
- Endpoint protection scan
- Task Manager check (CPU, memory)
- Performance counters (CPU, memory, disk, network, etc.)
- Hardware event logs
- Email delivery issues
- Group Policy failures
- Windows server errors (including blue screens, memory dumps and errors related to third-party applications on a best-effort basis)
Terms and Conditions CORE AutumnTECH SERVICE AND USAGE GENERAL TERMS AND CONDITIONS INTRODUCTION. In this Service Agreement ("Agreement"), "you" and "your" refer to each customer ("Customer") and its agents, including each person listed in your account information as being associated with your account, and "we", "us" and "our" refer collectively to AutumnTECH ("AUTUMNTECH"). This Agreement explains our obligations to you, and your obligations to us in relation to the AUTUMNTECH service(s) you purchase. By purchasing AUTUMNTECH service(s) you agree to establish an account with us for such services. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional AUTUMNTECH service(s) or to modify or cancel your AUTUMNTECH service(s) (even if we were not notified of such authorization), this Agreement as amended covers any such service or actions. Additionally, you agree that each person listed in your account information as being associated with your account for any services provided to you (including, but not limited to, domain name registration services) is your agent with full authority to act on your behalf with respect to such services in accordance with the permissions granted, and that the Primary Contact and Account Administrative Contact for your account shall have the authority, without limitation, to terminate, transfer (where transfer is permitted by the Agreement), or modify such services or your account information, or purchase additional services. Any acceptance of your application(s) or requests for our services and the performance of our services will occur at our offices in Ashburn, Virginia, the location of our principal places of business. Except as otherwise expressly set forth in this Agreement, you agree that if you list, directly or by default, AUTUMNTECH as a contact for your account and/or any of the services in your account, we have the right, without notice, to remove our name and/or information from any such account or service and to replace the same with the name and/or information provided by you for any other contact associated with that account or service. FEES, PAYMENT AND TERM OF SERVICE. As consideration for the services you purchased, you agree to pay AUTUMNTECH the applicable service(s) fees set forth herein, or, if applicable, upon receipt of your invoice from AUTUMNTECH. All fees are due immediately and are non-refundable. If you qualify, we may extend payment terms to you. Unless otherwise specified herein or on our Web site, each AUTUMNTECH service is for a one-year initial term and renewable thereafter for successive one to ten-year terms, as set forth during the renewal process. Any renewal of your services with us is subject to our then current terms and conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service fees at the time of renewal and in the case of domain name re-registration, the domain name registry's acceptance of your domain name registration. Except with respect to service to which you subscribe on a monthly basis, we will endeavor to provide you notice prior to the renewal of your services at least fifteen (15) days in advance of the renewal date. You acknowledge and agree that the renewal price may be higher or lower than the price you paid for the then-current term of the service, and that we are authorized to charge your credit card on file for the renewal of the service(s). In any event, you are solely responsible for the credit card information you provide to AUTUMNTECH and must promptly inform AUTUMNTECH of any changes thereto (e.g., change of expiration date or account number). In addition, you are solely responsible for ensuring the services are renewed. AUTUMNTECH shall have no liability to you or any third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the services. In order to process a renewal under our auto-renew service, we may use third-party vendors for the purpose of updating the expiration date of your credit card on file. Such third-party vendors maintain relationships with various credit card issuers and may be able to provide us with the updated expiration date for your credit card by comparing the information we have on file with the information the third-party has on file. By selecting our auto-renew service, you acknowledge and agree that we may share your credit card information with such a third-party vendor for the purpose of obtaining any update to your credit card expiration date. You agree to pay all value added, sales and other taxes (other than taxes based on AUTUMNTECH income) related to AUTUMNTECH services or payments made by you hereunder. All payments of fees for AUTUMNTECH services shall be made in U.S. dollars. Set up fees, if any, will become payable on the applicable effective date for the applicable AUTUMNTECH services. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less. OWNERSHIP. Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the AUTUMNTECH services identified herein ("AUTUMNTECH Intellectual Property Rights") are owned by AUTUMNTECH or its licensors, and you agree to make no claim of interest in or ownership of any such AUTUMNTECH Intellectual Property Rights. You acknowledge that no title to the AUTUMNTECH Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the AUTUMNTECH or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by AUTUMNTECH and all right, title and interest in and to each such Derivative Work shall automatically vest in AUTUMNTECH. AUTUMNTECH shall have no obligation to grant you any right in any such Derivative Work. EXCLUSIVE REMEDY. YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY AUTUMNTECH SERVICE(S) PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICE(S) DURING THE TERM OF THIS AGREEMENT. IN NO EVENT SHALL AUTUMNTECH, ITS LICENSORS AND CONTRACTORS (INCLUDING THIRD PARTIES PROVIDING SERVICES AS PART OF THE SERVICES) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF AUTUMNTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN AUTUMNTECH'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. AUTUMNTECH and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of god; (4) loss or liability resulting from the unauthorized use or misuse of your account number, password or security authentication option; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this agreement; (6) loss or liability relating to the deletion of or failure to store e-mail messages; (7) loss or liability resulting from the development or interruption of your web site or your AUTUMNTECH web site; (8) loss or liability from your inability to use our e-mail service, web site manager service or any component of the subscription service (for websites from AUTUMNTECH); (9) loss or liability that you may incur in connection with our processing of your application for our services, our processing of any authorized modification to your domain name record or your agent's failure to pay any fees, including the initial registration fee or reregistration fee; (10) loss or liability as a result of the application of our dispute policy; or (11) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in xml, xkms, or any other standard not under AUTUMNTECH sole control. DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF OUR SERVICE(S) OR OUR LICENSORS' SERVICES IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER AUTUMNTECH NOR OUR LICENSORS MAKE ANY WARRANTY THAT SERVICE(S) LICENSED HEREUNDER WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE OR OUR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY. INDEMNITY. You agree to release, indemnify, defend and hold harmless AUTUMNTECH and any of our (or their) contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising out of (a) this Agreement or the breach of your warranties, representations and obligations under this Agreement, (b) the AUTUMNTECH services or your use of such services, including without limitation infringement or dilution by you, or someone else using our service(s) from your computer, (c) any intellectual property or other proprietary right of any person or entity, (d) a violation of any of our operating rules or policies relating to the service(s) provided, (e) any information or data you supplied to AUTUMNTECH, including, without limitation, any misrepresentation in your application, if applicable, (f) the inclusion of meta-tags or other elements in any website created for you or by you via the AUTUMNTECH services, or (g) any information, material, or services available on your licensed AUTUMNTECH Web Site . When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. We shall have the right to participate in any defense by you of a third-party claim related to your use of any of the AUTUMNTECH services, with counsel of our choice at our own expense. We shall reasonably cooperate in the defense at your request and expense. You shall have sole responsibility to defend us against any claim, but you must receive our prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement. TERMINATION. By You. You may terminate this Agreement by logging into the AUTUMNTECH website and clicking Cancel for any reason. By Us. We may terminate this Agreement or any part of the AUTUMNTECH services at any time in the event you breach any obligation hereunder, fail to respond within ten (10) calendar days to an inquiry from us concerning the accuracy or completeness of the information referred to in Section 4 of this Agreement, if we determine in our sole discretion that you have violated the AUTUMNTECH Acceptable Use Policy, which is located on our Web site at http://www.AUTUMNTECH.net and is incorporated herein and made part of this Agreement by reference, or upon thirty (7) days prior written notice if we terminate or significantly alter a product or service offering. Effect of Termination. AUTUMNTECH will cease charging your credit card, if applicable, for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless otherwise specified in writing by AUTUMNTECH, you will not receive any refund for payments already made by you as of the date of termination, and, you may incur additional fees (in the case of a monthly or annual subscription being paid over time, as provided in various Schedules below). If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs AUTUMNTECH incurs in closing your account. You agree to pay any and all costs incurred by AUTUMNTECH in enforcing your compliance with this Section. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and referenced herein. You agree that upon termination or discontinuance for any reason, we may delete all information related to you on the AUTUMNTECH service, if applicable. In addition to the terms set forth herein, certain AUTUMNTECH services may have additional terms regarding termination, which are set forth in the applicable Schedule. REPRESENTATIONS AND WARRANTIES. You agree and warrant that: (i) neither your registration nor use of the any of the AUTUMNTECH services nor the manner in which you intend to use such AUTUMNTECH services will directly or indirectly infringe the legal rights of a third party, (ii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, (iii) you have selected the necessary security option(s) for your domain name registration record, (iv) you are of legal age to enter into this Agreement, and (vi) you agree to comply with all applicable laws and regulations. MODIFICATIONS TO AGREEMENT. Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the services provided under this Agreement at any time. Any such revision or change will be binding and effective 7 days after posting of the revised Agreement or change to the service(s) on AUTUMNTECH Web sites, or upon notification to you by e-mail or United States mail. You agree to periodically review our Web sites, including the current version of this Agreement available on our Web sites, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are nonrefundable, except as noted in one or more of Schedules A through R, but you will not incur any additional fees. By continuing to use AUTUMNTECH services after any revision to this Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for our services; or in (ii) information posted on our Web site of a general informational nature. No employee, contractor, agent or representative of AUTUMNTECH is authorized to alter or amend the terms and conditions of this Agreement. ACCOUNT ACCESS. To access or use the AUTUMNTECH services or to modify your account, you may be required to establish an account and obtain a login name, account number, password and/or password. You authorize us to process any and all account transactions initiated through the use of your password and/or password. You are solely responsible for maintaining the confidentiality of your password and password. You must immediately notify us of any unauthorized use of your password or password, and you are responsible for any unauthorized activities, charges and/or liabilities made through your password or password. In no event will we be liable for the unauthorized use or misuse of your login name, account number, password or password. AGENTS. You agree that, if your agent, (e.g., your Primary Contact or Billing Contact, employee) purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. Your continued use of our services ratifies any unauthorized actions of your agent. By using your login name, account number or password, or otherwise purporting to act on your behalf, your agent certifies that he or she is authorized to apply for our services on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement, that he or she has apprised you of the terms and conditions of this Agreement, and that he or she is otherwise authorized to act on your behalf. In addition, you are responsible for any errors made by your agent. NOTICES AND ANNOUNCEMENTS. (a) Except as expressly provided otherwise herein, all notices to AUTUMNTECH shall be sent through e-mail to the e-mail address Webmaster@AutumnTECH.com. All notices to you shall be delivered to your mailing address or e-mail address as provided in your account information (as updated by you pursuant to this Agreement) or to any e-mail address associated with your service(s) with AUTUMNTECH. (b) You authorize us to contact you as our customer via telephone, at the number provided by you in your account information (as updated by you pursuant to this Agreement), which telephone number is incorporated herein by reference, e-mail or postal mail regarding information that we deem is of potential interest to you. Notices and announcements may include commercial e-mails, telephone solicitations and other notices describing changes, upgrades, new products and services or other information pertaining to Internet security or to enhance your services and/or other relevant matters. SEVERABILITY. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect. ENTIRE AGREEMENT. You agree that this Agreement, the rules and policies incorporated by reference in this Agreement (including, without limitation, the dispute policy and the privacy statement) are the entire, complete and exclusive agreement between you and us regarding our services and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement, including, without limitation, any purchase order provided by you for the Services. ASSIGNMENT AND RESALE. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option. You agree not to resell any of the Services without AUTUMNTECH prior express written consent. GOVERNING LAW. Except as provided in Section 21(b) below, and as set forth in Schedule A, Paragraph 7, concerning domain name disputes brought by a third party, you and AUTUMNTECH agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of Virginia, United States of America, excluding its conflict of laws rules. You and we each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for Northern Virginia, for any disputes between us under or arising out of this Agreement. If there is no jurisdiction in the United States District Court for Northern Virginia, for any disputes between us under or arising out of this Agreement you and we agree that jurisdiction shall be in the courts of Loudoun County, Ashburn, Virgina. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. AGREEMENT TO BE BOUND. By applying for a AUTUMNTECH service(s) through our online application process or otherwise, or by using the service(s) provided by AUTUMNTECH under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and documents incorporated by reference. INDEPENDENT PARTIES. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint ventures of the other party, and they do not have any authority to bind the other party by contract or otherwise to any obligation. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise. WAIVER. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of AUTUMNTECH. The remedies of AUTUMNTECH under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach. EXPORT RESTRICTIONS. You acknowledge and agree that you shall not import, export, or re-export directly or indirectly, any commodity, including your products incorporating or using any AUTUMNTECH services in violation of the laws and regulations of any applicable jurisdiction. U.S. Government Users. In the event any software is provided by AUTUMNTECH to a U.S. Government User, the software and accompanying documentation which are used as part of the AUTUMNTECH service are "commercial items," as such terms are defined at 48 C.F.R. 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995), all U.S. Government entities acquiring the use of the Service and accompanying documentation shall have only those rights set forth herein. FORCE MAJEURE. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, AUTUMNTECH may immediately terminate this Agreement. HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section. E-MAIL SERVICE TERMS AND CONDITIONS Description of Service. AutumnTECH, LLC ("AUTUMNTECH") is providing you with the capability of sending and receiving electronic mail via the Internet. You must: (a) provide all equipment, including a computer and modem, necessary to establish a connection to the Internet; and (b) provide for your own connection to the Internet and pay any telephone service fees associated with such connection. AUTUMNTECH has set no fixed upper limit on the number of messages you may send or receive through the e-mail service; however, AUTUMNTECH restricts the number of recipients of any e-mail sent by you to five hundred (500) per e-mail and retains the right, at AUTUMNTECH's sole discretion, to restrict the volume of messages transmitted or received by you in order to maintain the quality of our services to other customers and to protect our computer systems. We, in our sole discretion, will determine whether or not your conduct is consistent with this Agreement and any AUTUMNTECH operating rules or policies and may suspend or terminate your e-mail service if your conduct is found to be inconsistent with this Agreement or such rules or policies. The e-mail service is subject to scheduled (from 12:01am eastern United States time to 2:00 am eastern United States time every Saturday) and unscheduled outages that will impact your ability to use the service. We will use commercially reasonable efforts to restore the service after any unscheduled outages. Moreover, in order to receive the e-mail service, we (or our third party provider) must host your domain name record. If you transfer your domain name record to a third party in conjunction with a live web site, or for any other reason, or allow your domain name registration to expire, you may no longer be able to use the e-mail service. We will not refund the fees you paid for our e-mail service if you elect to transfer your domain name record to a third party. Encrypt-IT by AutumnTECH Service. AUTUMNTECH may make available to you the ability to subscribe to a Encrypt-IT by AutumnTECH service. You acknowledge and agree that, in the event you subscribe to the Encrypt-IT by AutumnTECH service, any electronic mail sent to the e-mail box of any user of your AUTUMNTECH e-mail service (e.g., Person@Yourcompany.com) will also be sent to the e-mail box set up for the Encrypt-IT by AutumnTECH service. You further acknowledge and agree that in the event your AUTUMNTECH e-mail and domain name services are terminated, any future registrant of your terminated domain name that subscribes to the Encrypt-IT by AutumnTECH service may receive e-mails intended for receipt by you or a former user of your e-mail service, and you agree that AUTUMNTECH shall have no liability to you or any third party with respect thereto. You are solely responsible for providing any and all necessary notifications regarding termination of your AUTUMNTECH e-mail services, and you agree that AUTUMNTECH shall have no liability to you or any third party with respect thereto. SPAM Protection. AUTUMNTECH's e-mail service includes real-time SPAM Protection provided by AutumnTECH.com. All e-mail sent to your e-mail address(es) will be scanned by AutumnTECH.com Anti-Spam to detect SPAM and to assist in preventing SPAM from reaching your e-mail box(es). All e-mail detected as SPAM will be deleted and will not be delivered to your email inbox. All e-mail box(es) automatically include SPAM Protection and this feature can not be disabled or configured by you. You acknowledge and agree that our SPAM Protection feature is not guaranteed to be one hundred percent (100%) effective or error free and may result in e-mail that is not SPAM being falsely identified as SPAM and deleted by our system, or the delivery of SPAM to your e-mail box(es). You acknowledge and agree that AUTUMNTECH shall have no liability to you or any third party with respect to our SPAM Protection feature, your failure to receive any e-mail as a result thereof, or your receipt of SPAM. Included in your dedicated server hosting, you will have all other features that may be offered by SpamRejection.com including reporting and other features without paying separate subscription fees. Virus Protection. AUTUMNTECH's e-mail service includes Virus Protection that scans your email, and attachments thereto, to assist in the prevention of the transmission of viruses to your computer system and/or e-mail program. All e-mail sent to your e-mail address(es) will be scanned for viruses. If a virus is detected, the e-mail message and/or attachment, as applicable, will be deleted and will not be delivered to your email inbox. All e-mail box(es) automatically include Virus Protection and this feature cannot be disabled or configured by you. You acknowledge and agree that our Virus Protection feature is not guaranteed to be one hundred percent (100%) effective or error free and may delete e-mail messages and/or attachments that you may desire to view, or allow the transmission of viruses to your computer system and/or e-mail program. You acknowledge and agree that AUTUMNTECH shall have no liability to you or any third party with respect to our Virus Protection feature, your failure to receive any e-mail and/or e-mail attachments as a result thereof, or the transmission of viruses to your computer system and/or e-mail program. Additional Storage. AUTUMNTECH may make available to you the ability to purchase additional storage for a particular e-mail box in the specific increments described on our Web site. The additional storage will be attributed to the e-mail box designated by you during the application process, and your designation cannot be changed once made. The term of the additional storage services will run concurrently with the then-remaining term of the domain name to which the designated e-mail box(es) is/are associated, and the price of the additional storage services will be prorated accordingly (unless the designated e-mail box(es) is/are associated with a domain name that is part of a monthly service, in which case the monthly price will be added to the monthly invoices for that monthly service). Termination or transfer of the domain name registration associated with the e-mail box(es) to which the additional storage is/are attributed will result in the termination of both the e-mail box(es) and any related additional storage services, and such termination shall be without refund of any fees paid. Unless provided otherwise on our Web site, in no event may a customer have more than 100 Megabytes of total data storage. Billing for E-mail Service. Billing for e-mail services shall be by valid credit card (acceptable to AUTUMNTECH) at the time of purchase or by purchase order and paid by check with approval. If you elect to subscribe to monthly e-mail services, your monthly payments for the same will be automatically charged to the credit card provided by you (and acceptable to AUTUMNTECH) at the time of your purchase (with such payments being charged in advance on a monthly basis) ("Monthly E-mail Service Fee"), and you hereby agree that AUTUMNTECH is authorized to so charge your credit card. AUTUMNTECH, in its sole discretion, shall determine the prices it will charge for the e-mail services, and the terms and conditions applicable to the same, and AUTUMNTECH may, upon providing thirty (30) days' notice to you, amend such pricing and/or terms and conditions. If you do not agree with any such change(s), you may terminate this Agreement or cancel your e-mail service subscription, as applicable, as provided herein, within such thirty (30) day period; otherwise all such changes shall thereafter be effective with respect to your account, and you agree that we are authorized to charge your credit card for any new Monthly e-mail Service fee. Privacy. AUTUMNTECH will not monitor, edit or disclose the contents of your private communications with third parties unless required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the law or comply with legal process served on AUTUMNTECH; (b) protect and defend the rights or property of AUTUMNTECH; or (c) act under exigent circumstances to protect the personal safety of our customers or the public. You acknowledge and agree that AUTUMNTECH neither endorses the contents of any of your communications nor assumes responsibility for such content, including but not limited to any threatening, libelous, obscene, harassing or offensive material contained therein, or any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. You acknowledge and agree that certain technical processing of e-mail messages and their content may be required to: (a) send and receive messages; (b) conform to connecting networks' technical requirements; (c) conform to the limitations of the e-mail service; or (d) conform to other similar requirements. Customer Conduct. You agree to be bound by the applicable provisions of the AUTUMNTECH Acceptable Use Policy, incorporated herein and made part of this Agreement by reference, in connection with your use of the services described in this Schedule.