MBPS LLC
These Terms of Service (“Terms”) are an agreement between MBPS LLC, a limited liability company domiciled in Arizona, with its principal place of business at 200 E Van Buren St, 4th Floor, Phoenix, AZ 85004 (“MBPS,” “we,” “us,” “our”), and you (“you,” “Client”).
They apply in two situations:
Website use. If you visit MBPS.com, submit a form, use the chat widget, book a call or request a quote, Sections 1–3 and 17–24 apply to you, whether or not you ever become a client.
Service use. If you receive services from MBPS, all of these Terms apply, subject to the order of precedence in Section 3.
If you do not agree to these Terms, please do not use the website or the services.
“Services” means the managed IT, cybersecurity, cloud, telephony, professional and project services MBPS provides, together with any software, documentation, monitoring agents and support MBPS supplies in connection with them.
“MSA” means a Master Services Agreement, managed services agreement or similar signed contract between MBPS and Client.
“SOW” means a Statement of Work, service order, proposal or quote signed or otherwise accepted by Client that describes specific services, deliverables, terms or pricing.
“Client Data” means all data, files, records, configurations, credentials and communications belonging to Client or Client’s users, customers or patients that MBPS accesses, processes, stores or transmits in the course of providing the Services.
“Client Environment” means the systems, networks, devices, cloud tenants and applications the Services are delivered to.
“Third-Party Products” means hardware, software, subscriptions or services produced by a party other than MBPS that MBPS resells, provisions, manages or recommends.
Where more than one document applies, they are read in this order, from highest to lowest:
1. A signed MSA between MBPS and Client.
2. A signed or accepted SOW, service order or quote, for the specific work it describes.
3. These Terms.
Nothing in these Terms is intended to reduce a commitment MBPS has made to you in a signed MSA or SOW. Where these Terms are silent and the MSA or SOW is not, the MSA or SOW governs.
MBPS provides managed IT and cybersecurity services which may include, depending on what Client has purchased: system monitoring and management; network monitoring and management; helpdesk and end-user support; VoIP and unified communications support; endpoint protection and detection and response; email security; backup, business continuity and disaster recovery; managed firewall, DNS filtering, multi-factor authentication and security awareness training; cloud and infrastructure services; virtual CIO and IT strategy; and professional and project services such as migrations, application development, business intelligence, procurement, vendor management and staff augmentation.
The specific services provided to Client, their scope, coverage hours, response commitments and pricing are set out in Client’s MSA or SOW. Nothing on the MBPS website constitutes a commitment to provide any particular service to any particular client.
Changes to scope. Work outside the agreed scope is quoted separately and performed only once Client approves it in writing, except where MBPS reasonably believes immediate action is necessary to prevent or contain a security incident, data loss or material service outage. In that case MBPS may act first and inform Client promptly.
The Services depend on cooperation. Client agrees to:
• provide MBPS with the access, credentials, permissions and physical entry reasonably required to deliver the Services;
• keep an accurate list of authorized contacts who may approve work, request changes and receive notices;
• maintain valid licences and subscriptions for software in the Client Environment;
• keep hardware and software within vendor-supported versions, or accept in writing the risk of running unsupported technology;
• permit MBPS to install and maintain monitoring, management, backup and security agents on covered devices;
• not modify, disable or remove those agents, or make material changes to the Client Environment, without telling MBPS;
• ensure its personnel comply with the acceptable use requirements in Section 17;
• respond to MBPS requests for information, approval or scheduling within a reasonable time.
MBPS is not responsible for failures, delays, security incidents or data loss caused by Client’s failure to meet these obligations, by unsupported technology Client has elected to keep, or by recommendations MBPS has made in writing that Client has declined.
Recurring services are billed monthly in advance, at the per-user or per-device rates set out in Client’s MSA or SOW. Bundled plans may carry a one-time onboarding or setup fee.
Project and hourly work is billed at the rates in the applicable SOW, or if none, at MBPS’s then-current published rates, in fifteen-minute increments.
User counts. Where pricing is per user or per device, MBPS may true up the count monthly to reflect actual usage. Additions are billed from the month they are added.
Third-Party Products are billed as set out in the applicable SOW and may change when the underlying vendor changes its pricing. MBPS will give Client reasonable advance notice of a pass-through increase.
Payment terms. Invoices are due on receipt unless the MSA or SOW says otherwise. Amounts unpaid after thirty (30) days may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and MBPS may suspend Services under Section 7 after giving written notice and a reasonable opportunity to cure.
Taxes. Fees are exclusive of sales, use and similar taxes, which are Client’s responsibility except for taxes on MBPS’s income.
Refunds. Fees for Services already performed and for Third-Party Products already provisioned are non-refundable. That is separate from our satisfaction commitment: where Services have not met the standard described in the MSA or SOW, MBPS will work with Client to remediate the issue, and where it cannot, Client may terminate the affected Services under Section 7.
Published pricing. Pricing shown on the MBPS website, including any estimate produced by the pricing calculator, is for general guidance only. It is not a contract, an offer or a guarantee of service, and it is subject to change. Final pricing is confirmed in writing following an environment review.
Term. The term of Services is stated in Client’s MSA or SOW. Where none is stated, Services run month to month.
Termination for convenience. Either party may terminate month-to-month Services on thirty (30) days’ written notice. Committed-term Services may be terminated as provided in the MSA or SOW.
Termination for cause. Either party may terminate if the other materially breaches and fails to cure within thirty (30) days of written notice, or immediately on the other party’s insolvency, assignment for the benefit of creditors or comparable event.
Suspension. MBPS may suspend Services, in whole or in part, where: (a) fees remain unpaid after written notice and a reasonable cure period; (b) continuing to deliver the Services would create a material security risk to Client, MBPS or another client; or (c) Client’s use breaches Section 17. MBPS will limit any suspension to what is necessary and will restore Services promptly once the cause is resolved.
Effect of termination. Client remains responsible for fees accrued up to the effective date and for any committed Third-Party Product subscriptions for their remaining term. Sections 8, 9, 13, 14, 15, 16, 18 and 21 survive termination.
Client owns Client Data. MBPS claims no ownership of it. MBPS accesses and processes Client Data only to deliver, support, secure and improve the Services for that Client, to meet legal obligations, and as otherwise instructed by Client.
Return on termination. For thirty (30) days after termination, MBPS will make Client Data in MBPS’s possession available for retrieval in a commercially reasonable format, and will provide reasonable transition assistance at its then-current hourly rates. MBPS will not withhold Client Data as leverage in a fee dispute.
Deletion. Unless Client asks otherwise in writing, or law requires retention, MBPS will delete Client Data from its systems within sixty (60) days after the retrieval window closes, and will confirm deletion in writing on request. Backup copies are deleted on their ordinary rotation.
Credentials. On termination MBPS will hand over administrative credentials for systems owned by Client, and will remove its own access, on a schedule agreed with Client.
Each party may receive information the other treats as confidential, including Client Data, network diagrams, security posture, pricing and business plans. Each party agrees to protect the other’s confidential information with at least the care it uses for its own, to use it only to perform under these Terms, and to disclose it only to personnel and subcontractors who need it and are bound by comparable obligations.
These obligations do not apply to information that is public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party. A party compelled by law to disclose will, where legally permitted, give the other reasonable advance notice.
Confidentiality obligations survive for three (3) years after termination, and indefinitely for information that constitutes a trade secret or protected health information.
Security measures. MBPS maintains administrative, technical and physical safeguards designed to protect Client Data, including access controls, least-privilege administrative access, multi-factor authentication for privileged accounts, encryption in transit and at rest where supported, endpoint protection, logging and monitoring.
Subprocessors. Delivering the Services requires third-party platforms. Client Data may be processed by vendors including, depending on the services purchased, NinjaOne (remote monitoring and management), SentinelOne (endpoint detection and response), Barracuda Networks (email security, backup and data protection), Microsoft (Microsoft 365 and Azure) and the relevant cloud, telephony and backup providers named in Client’s SOW. MBPS remains responsible for its subprocessors’ performance under these Terms.
Incident notification. If MBPS confirms a security incident affecting Client Data in MBPS’s custody, MBPS will notify Client without undue delay and in any event within seventy-two (72) hours of confirmation, will share what it knows about scope and cause, and will cooperate with Client’s own notification obligations. Nothing in these Terms transfers to MBPS a breach-notification duty that law places on Client as the data owner.
Regulated data. Where Client is a covered entity under HIPAA, or is otherwise subject to a framework requiring a written data agreement, the parties will enter into a Business Associate Agreement or equivalent before MBPS processes regulated data. That agreement controls over these Terms for the data it covers.
No absolute guarantee. No security programme eliminates risk. MBPS does not warrant that the Client Environment will not be compromised, and Client acknowledges that security outcomes depend substantially on Client’s own decisions, budget and user behaviour.
Third-Party Products are governed by their own manufacturer or publisher terms, which are passed through to Client. MBPS does not modify those terms and makes no warranty on behalf of a third-party vendor. Where a Third-Party Product fails, MBPS’s obligation is to pursue available remedies with the vendor on Client’s behalf and to assist Client in mitigating the impact.
Where MBPS resells a subscription with a committed term, Client is responsible for that term even if the Services otherwise terminate earlier.
Response and resolution targets, coverage hours, escalation paths and any service credits are set out in Client’s MSA or SOW. Response commitments described on the MBPS website are marketing statements about typical performance and are not, by themselves, a contractual service level.
Service level targets are measured during agreed coverage hours and exclude time attributable to: Client’s delay in responding or approving; third-party outages outside MBPS’s control; scheduled maintenance; force majeure; and issues arising from unsupported technology or from recommendations Client has declined in writing.
MBPS warrants that it will perform the Services in a professional and workmanlike manner, using appropriately skilled personnel, consistent with generally accepted industry practice. Client’s remedy for breach of this warranty is re-performance of the affected Services.
Except as expressly stated in these Terms or in a signed MSA or SOW, the Services and any Third-Party Products are provided “as is.” MBPS disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. MBPS does not warrant that the Services will be uninterrupted or error free, that every threat will be detected or prevented, or that all data will be recoverable in every scenario.
Cap. Except for the excluded claims below, each party’s total aggregate liability arising out of or relating to these Terms, whether in contract, tort or otherwise, will not exceed the total fees paid by Client to MBPS for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.
Excluded damages. Neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue or lost goodwill, even if advised of the possibility.
What the cap does not limit. The cap and the exclusion above do not apply to: Client’s payment obligations; either party’s indemnification obligations under Section 15; a party’s breach of confidentiality under Section 9; or a party’s gross negligence, wilful misconduct or fraud.
These limits reflect the allocation of risk between the parties and are a material basis of the pricing.
By MBPS. MBPS will defend Client against a third-party claim that the Services as delivered by MBPS infringe a US patent, copyright or trade secret, and will pay damages finally awarded or agreed in settlement, provided Client notifies MBPS promptly and allows MBPS to control the defence.
By Client. Client will defend MBPS against a third-party claim arising from: Client’s breach of Section 17; Client Data that infringes a third party’s rights or violates law; Client’s failure to obtain a consent or authorization required for MBPS to process regulated data; or Client’s use of the Services in violation of law.
MBPS retains all right, title and interest in its own methodologies, tooling, scripts, templates, documentation, configurations, know-how and any improvements to them, including anything MBPS develops in the course of providing the Services that is not a Client-specific deliverable paid for as such. Client receives a non-exclusive, non-transferable licence to use those materials internally for as long as the Services continue.
Where a SOW identifies a deliverable as work made for hire or as assigned to Client, ownership of that deliverable transfers to Client on payment in full.
Client retains all right, title and interest in Client Data and in Client’s own trademarks and materials. Client grants MBPS a limited licence to use them only as needed to deliver the Services.
MBPS may identify Client by name and logo in a client list or case study only with Client’s prior written consent.
Client and its users may not use the Services or the MBPS website to: break the law; infringe intellectual property; send unlawful bulk or deceptive email; store or transmit malware; attempt to gain unauthorized access to any system; interfere with or degrade any network; conduct penetration testing against MBPS or a third party without written authorization; or resell the Services without MBPS’s written consent.
You may not scrape, crawl, mirror or systematically harvest the MBPS website, use it to train a machine learning model without written permission, or attempt to circumvent any technical restriction on it.
MBPS may suspend access under Section 7 where continued use presents an immediate security or legal risk.
During the term of the Services and for twelve (12) months afterwards, Client will not directly solicit for employment or engagement any MBPS employee or contractor who has performed work for Client, without MBPS’s written consent. This does not restrict general advertising not targeted at MBPS personnel, or a response to it.
MBPS maintains commercial general liability, professional liability (errors and omissions) and cyber liability coverage in amounts consistent with industry practice for a managed service provider of its size. Certificates of insurance are available to clients on request.
Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labour action, utility or telecommunications failure, large-scale internet or cloud provider outage, or governmental act. The affected party will notify the other promptly and use reasonable efforts to resume performance. Payment obligations are not excused.
Governing law. These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Escalation first. Before starting a formal proceeding, the parties will attempt to resolve the dispute in good faith through their respective business leads for thirty (30) days after written notice of the dispute.
Arbitration. If escalation fails, the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Maricopa County, Arizona. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own costs unless the arbitrator determines otherwise.
Exceptions. Either party may seek injunctive or other equitable relief in the state or federal courts located in Maricopa County, Arizona to protect its confidential information or intellectual property, and either party may bring an individual claim in small claims court. The parties consent to the personal jurisdiction of those courts for that purpose.
No class actions. Disputes are resolved individually. Neither party may bring a claim as a plaintiff or class member in a class, consolidated or representative action.
Time limit. A claim arising out of these Terms must be brought within one (1) year after it accrues, except for claims for non-payment.
Notices to MBPS must be in writing and sent to MBPS LLC, 200 E Van Buren St, 4th Floor, Phoenix, AZ 85004, with a copy to team@MBPS.com. Notices to Client are sent to the billing and authorized contacts on file. Notices are effective on delivery, or on the next business day if sent by email.
Accuracy. The MBPS website is provided for information. We work to keep it accurate but do not warrant that it is complete, current or error free. Content may change without notice.
Forms, chat and text messages. When you submit a form, use the chat widget or book a call, you agree we may contact you about your enquiry by phone, email and text message. Message and data rates may apply, frequency varies, and you can stop text messages at any time by replying STOP or reply HELP for help. Consent to marketing messages is not a condition of purchase. How we handle what you send is described in our Privacy Policy.
Reviews and testimonials. Reviews shown on the website are published by their authors on Google and are displayed as written. They describe those clients’ experiences and are not a guarantee of any particular outcome.
Third-party links. Links to third-party sites are for convenience. MBPS does not control and is not responsible for their content or practices.
Entire agreement. These Terms, together with any MSA and SOW, are the entire agreement on their subject matter and supersede prior discussions and proposals.
Changes. MBPS may update these Terms. The effective date at the top of this page will change and, for material changes affecting active clients, MBPS will give at least thirty (30) days’ notice to the contacts on file. Continued use after the effective date is acceptance.
Assignment. Neither party may assign these Terms without the other’s written consent, except to a successor in a merger or sale of substantially all assets, on notice.
Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.
Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary or struck, and the rest remains in force.
No waiver. A failure to enforce a right is not a waiver of it.
No third-party beneficiaries. These Terms benefit only the parties.
Headings. Headings are for convenience and do not affect interpretation.
MBPS LLC
200 E Van Buren St, 4th Floor, Phoenix, AZ 85004
6655 W Sahara Ave, Suite A216, Las Vegas, NV 89146
team@MBPS.com · (888) 656-MBPS
See also our Privacy Policy.
Talk to the MBPS team about what your business actually needs.