COVERSHIELD ENDPOINT PROTECTION AGREEMENT

Last Updated: June 2026

This CoverShield Endpoint Protection Agreement (“Agreement”) is entered into between Affordable Computer Solutions 1, INC (“ACS”) and the Customer identified on the applicable quote, proposal, invoice, or service agreement.

1. SERVICE DESCRIPTION

CoverShield is a device-level cybersecurity, monitoring, and management solution designed to provide endpoint protection, health monitoring, patch management, and remote management capabilities for covered workstations and servers. 

CoverShield is a monitoring and protection platform designed to reduce risk and improve visibility into endpoint health and security. CoverShield is not a managed services agreement, insurance policy, warranty program, or guarantee against system failure, cyberattack, data loss, business interruption, or regulatory compliance. 

Labor, troubleshooting, remediation, support, consulting, and repair services are billed separately unless expressly covered under a separate written service agreement. 

2. INCLUDED SERVICES

The CoverShield monthly service includes the following: 

  • NinjaOne Remote Monitoring and Management (RMM)
  • ESET Endpoint Security
  • Operating System Patch Management
  • Device Health Monitoring and Alerting
  • Asset Inventory and Reporting
  • Antivirus and Malware Protection
  • Security Policy Management
  • Monitoring of Covered Devices During Normal Business Operations
  • Remote Access Tools for Management Purposes
  • Endpoint Status Reporting

CoverShield is intended to provide monitoring and protection of covered devices and does not include unlimited technical support, help desk services, consulting, remediation, or repair services. 

3. CUSTOMER RESPONSIBILITIES

The Customer is responsible for: 

  • Maintaining supported operating systems and hardware.
  • Maintaining reliable internet connectivity for covered devices.
  • Maintaining valid software licensing where required.
  • Promptly reporting suspected security incidents.
  • Notifying ACS of hardware replacements, operating system rebuilds, or significant system changes.
  • Maintaining proper backup verification procedures where backups are utilized.
  • Maintaining cyber liability insurance if desired.
  • Ensuring users follow reasonable security practices.

Failure to meet these requirements may impact the effectiveness of CoverShield services and may result in additional billable labor. 

4. INCLUDED NON-BILLABLE SERVICES

ACS will provide the following services without additional labor charges: 

  • Monitoring covered devices through the CoverShield platform.
  • Management of ESET security policies.
  • Management of monitoring policies.
  • Routine patch deployment through the CoverShield platform.
  • Platform-wide maintenance affecting all covered devices.
  • Resolution of ACS platform issues affecting multiple customer devices.
  • Resolution of NinjaOne platform issues affecting multiple customer devices.
  • Resolution of ESET platform issues affecting multiple customer devices.

5. BILLABLE SERVICES

The following services are not included in the monthly CoverShield fee and shall be billed at ACS’s current hourly labor rate: 

  • Repair of corrupted operating systems.
  • Repair of Windows components preventing operation of NinjaOne or ESET.
  • Reinstallation or repair of the NinjaOne agent on an individual device.
  • Reinstallation or repair of ESET on an individual device.
  • Troubleshooting devices that fail to check in due to local device issues.
  • Malware, ransomware, virus, or security incident remediation.
  • Hardware diagnostics and repair.
  • Operating system repair or reinstallation.
  • Software installation, migration, or configuration.
  • Network troubleshooting.
  • End-user support requests.
  • Remote support services.
  • Onsite support services.
  • Third-party software conflicts affecting CoverShield operation.
  • Device rebuilds and workstation replacements.
  • Data recovery services.
  • Backup restoration services unless otherwise covered by a separate agreement.

 

Examples of Billable Events 

  • A workstation’s Windows installation becomes corrupted, causing the NinjaOne agent to stop communicating.
  • ESET becomes damaged, disabled, removed, or corrupted on an individual endpoint.
  • A workstation requires technician intervention to restore endpoint monitoring.
  • A hardware failure prevents a device from checking in.
  • A user removes or modifies security software requiring technician repair.
  • A workstation is rebuilt or replaced and requires reinstallation of CoverShield components.

6. THIRD-PARTY SOFTWARE AND VENDOR SERVICES

CoverShield utilizes third-party software and cloud services including, but not limited to, NinjaOne and ESET. 

The Customer acknowledges that these products are owned, maintained, licensed, and controlled by their respective vendors. 

ACS does not own, operate, or control these third-party platforms and makes no representations regarding: 

  • Vendor uptime.
  • Service availability.
  • Future product functionality.
  • Product compatibility.
  • Product performance.
  • Vendor licensing changes.
  • Vendor policy changes.

Vendor outages, service interruptions, licensing modifications, product discontinuations, feature changes, or other vendor actions shall not constitute a breach of this Agreement by ACS. 

7. NO WARRANTY AND SERVICE LIMITATIONS

CoverShield is provided on a commercially reasonable effort basis. 

ACS makes no warranty, express or implied, regarding: 

  • Continuous service availability.
  • Uninterrupted monitoring or alerting.
  • Detection of every threat or security event.
  • Prevention of malware, ransomware, phishing, or cyberattacks.
  • Error-free operation of any software platform.
  • Recovery of lost or damaged data.
  • Compliance with regulatory or insurance requirements.

The Customer acknowledges that cybersecurity services reduce risk but cannot eliminate risk. 

No antivirus, endpoint protection platform, monitoring system, or cybersecurity service can guarantee protection against all threats. 

8. DATA LOSS AND SECURITY EVENTS

The Customer acknowledges that cybersecurity incidents may occur despite the use of CoverShield. 

ACS shall not be liable for: 

  • Malware infections.
  • Ransomware attacks.
  • Phishing attacks.
  • Business email compromise.
  • Unauthorized access.
  • Data loss.
  • Data corruption.
  • Encryption of data by malicious actors.
  • Loss of productivity.
  • Business interruption.
  • Regulatory fines or penalties.
  • Loss of profits or revenue.

Whether or not CoverShield was active at the time of the incident. 

9. TERM AND CANCELLATION

CoverShield is provided on a month-to-month basis. 

Either party may terminate service with thirty (30) days written notice. 

There are no cancellation penalties or early termination fees. 

Upon cancellation, all CoverShield software, agents, policies, monitoring components, and management access must be removed from covered devices. 

Offboarding services shall be billed at a minimum of fifteen (15) minutes per endpoint at ACS’s then-current hourly labor rate. 

This minimum charge applies regardless of the actual time required to remove the software or complete the offboarding process. 

Outstanding balances must be paid prior to completion of offboarding services. 

10. LIMITATION OF LIABILITY

To the fullest extent permitted by law, ACS’s total aggregate liability arising from this Agreement shall not exceed the total fees paid by the Customer for CoverShield services during the three (3) months immediately preceding the event giving rise to the claim. 

Under no circumstances shall ACS be liable for: 

  • Lost profits.
  • Lost revenue.
  • Loss of business opportunity.
  • Loss of goodwill.
  • Loss of productivity.
  • Business interruption.
  • Consequential damages.
  • Incidental damages.
  • Indirect damages.
  • Special damages.
  • Punitive damages.

Regardless of the theory of liability asserted. 

11. FORCE MAJEURE

ACS shall not be liable for any delay, interruption, or failure to perform caused by circumstances beyond its reasonable control, including but not limited to: 

  • Internet outages.
  • Utility failures.
  • Vendor outages.
  • Cloud provider outages.
  • Cyberattacks affecting third-party providers.
  • Natural disasters.
  • Acts of government.
  • Labor disputes.
  • Supply chain disruptions.
  • Acts of war or terrorism.

12. ACCEPTANCE OF VENDOR TERMS

The Customer acknowledges that portions of the CoverShield service utilize third-party software platforms including NinjaOne and ESET. 

The Customer agrees to comply with all applicable end-user license agreements, terms of service, and usage restrictions imposed by those vendors. 

Any violation of vendor licensing requirements by the Customer shall be the sole responsibility of the Customer. 

13. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between ACS and the Customer regarding CoverShield services and supersedes any prior verbal discussions relating to these services. 

By accepting a proposal, quote, invoice, service agreement, or by utilizing CoverShield services, the Customer acknowledges and agrees to the terms contained herein.