IMPACT Definitions Page

This document outlines the terms used throughout various IMPACT documents, both legal and non-legal in nature, which may be used in various documents such as quotes, estimates, contracts, Orders, Agreements, Attachments, etc.

This list may not include all terms found in such documents and is not meant be comprehensive.

Relationship to the Agreement. This page is operational documentation within the meaning of MSA Section 2.5 and is subordinate to the Master Services Agreement, any applicable Addendum, and any applicable Order. Where a term defined here conflicts with the same term as defined in the MSA, an Addendum, or an Order, the MSA, Addendum, or Order controls. Terms specific to a particular service line are defined in the applicable Addendum, and the definitions here are provided for convenience and general reference only.

1. “Acceptable Use Policy” (AUP) means IMPACT’s acceptable use policy.

2. "Activation Date" means the date when a Service or Services are first activated, installed or deployed.

3. "Affiliated Entities" means the “Client”, which includes the legal entity executing this Agreement, and any entity that directly or indirectly controls, is controlled by, or is under common control with such entity (each, an “Affiliate”), to the extent Services are provided for the benefit of such Affiliate. All such Affiliates are deemed bound by this Agreement and any applicable Orders as if each were a signatory hereto.

4. "Agent" means the software agent or agents deployed by IMPACT on a Device to enable remote monitoring, management, patching, endpoint security, or support of that Device under an Order. The presence of an active Agent is the basis on which a Device is identified as managed. 

5. “Applicable Law(s)” means, as applied to any person or entity at any relevant time, any laws, rules, regulations, statutes, codes or ordinances of any governmental authority which are then in effect, and all judgments, decrees, injunctions, rulings, decisions, determinations and interpretations of them, applicable to the person in question and relevant to this Agreement, the Services, or use of any equipment or software relating to this Agreement or the obligations of a party under this Agreement.

6. "Approved Alternatives" means technologies, products, platforms, configurations, or services that are not part of IMPACT's default standard stack but have been expressly approved by IMPACT as meeting its minimum technical, security, operational, and manageability requirements. Approved Alternatives are published and maintained by IMPACT at a URL designated by IMPACT and may be updated from time to time without amendment to the applicable Addendum.

7. “Approved Reporting Methods” shall have the meaning as defined in Schedule B Section 1.3.

8. "Assignment Zones" means the allocation of responsibility, authority, and control between IMPACT and Client, as defined in Schedule F (Assignment Zones — Default Responsibility Matrix), which identifies which systems, services, environments, and functions are: (a) fully controlled by IMPACT (Zone 1); (b) subject to shared or co-managed responsibility (Zone 2); or (c) controlled exclusively by Client or third parties (Zone 3).

9. “Base Fee" or "Base Amount” is the minimum recurring fee invoiced for a Service or Services provided to Client by IMPACT.

10. "Basic Cabling Work" means troubleshooting and repair of existing cabling. Any new cabling, replacement of existing cabling, or relocation of existing cabling, regardless of scope, is a Project and requires execution of the Cabling & Low-Voltage Addendum and a separate Order.

11. “Break/Fix” is defined as any issue/problem where something breaks and needs to be fixed.

12. "Cabling & Low-Voltage Services" means design, installation, termination, testing, or support of low-voltage and/or fiber-optic cabling and related infrastructure. Project-scale Cabling & Low-Voltage Services are governed by the Cabling & Low-Voltage Addendum. Basic Cabling Work may be performed under the Managed IT Services Addendum.

13. "Cascade" or "Cascading" means the redeployment, reassignment, or relocation of an existing device, endpoint, or user configuration from one user, station, or location to another, typically arising when a new or upgraded device is installed and the displaced device is moved to another user so that multiple users receive upgraded or reassigned equipment. A Cascade may involve equipment (an "Equipment Cascade") or a user account together with its associated configuration, data, and access (a "User Cascade"). Cascades constitute Project work pursuant to MSA Section 9 and the Managed IT Services Addendum and are not included in recurring fees unless expressly stated in an Order. Additional information regarding what constitutes a Project, including Cascades, is published at https://impact.huducloud.com/shared_article/uUrEWTRELTKaaH5TqCvQ5bE4/what-is-a-project-the-definition.

14. "Co-Managed Services" means Managed IT Services delivered by IMPACT where Client, Client's internal IT personnel, or third-party providers retain partial administrative authority or operational responsibility over certain systems or environments, as defined in the applicable Assignment Zones.

15. “Confidential Information” means information disclosed by a party to the other party under this Agreement which is marked as confidential or would normally be considered confidential under the circumstances.

16. “Client” is the person or entity contracting with IMPACT for Services under an Order or Agreement.

17. “Client Data” means data provided, generated, transmitted or displayed via the Resources and Services by Client’s Users.

18. “Consumables” when referencing document Services, shall be considered the ink, toner, and waster toner bottles for Systems which can be subject to the Services of subsequent Orders. Consumables shall not be considered paper, envelopes or staples of any size or sort.

19. “Data Center” of "Datacenter" means the physical location where the hosting of physical/virtual hardware, software, networking, applications, workspaces/and or data is located and accessed.

20. "Deboarding" is the process performed by IMPACT of removing Services from Client's account.

21. "Deboarding Fee" is the fee assessed by IMPACT to Client for any configuration, deboarding, and labor to remove Services from a Client's account.

22. “Deprovisioning” the act by which the Resources and/or Services are removed or deleted from Client’s account.

23. "Device" means any physical or virtual hardware unit within or connected to the Client environment, including without limitation workstations, laptops, desktops, servers, mobile devices, tablets, firewalls, switches, routers, access points, and other endpoints or network equipment. The Devices covered under any Service, and the basis on which Devices are counted for billing, are determined by the applicable Order and Addendum. 

24. “Effective Date” means the date on which this Agreement becomes legally binding, which shall be the earliest of (a) the date of last signature by the Parties, (b) the date Services are first provided or access is granted, or (c) the date Client accepts an Order or otherwise authorizes performance, including by electronic acceptance or conduct.

25. "Emergency" has the meaning set forth in the Managed IT Services Addendum. In general, an Emergency is a support issue in which all systems or a critical system is inoperable, affecting a large group of Users or all Users and critical operations, or a security outbreak in which measures must be taken to prevent irreparable harm. IMPACT determines whether an issue constitutes an Emergency in its reasonable discretion. This entry is provided for general reference only and is subordinate to the definition in the applicable Addendum. 

26. “End Users” means, at any point in time, all persons Client has authorized and activated to then receive and use the Services. “End User” means any single “one” of the End Users.

27. "Endpoint" is a general term for any hardware device used by a User or End User to interact with the network, apps, data, etc. An Endpoint can be a workstation, computer, desktop computer, laptop computer, thin-client, terminal, tablet, smartphone, and more. Generally, if it has a keyboard allowing a human to interact with it, it is an Endpoint.

28. "Enterprise Client" is a large corporation or organization (like a Fortune 500 company) that buys significant goods or services, characterized by large budgets, complex needs requiring customization, multiple decision-makers, longer sales cycles, and high expectations for support, integration, and scalability, often differing from smaller SMB (Small & Medium Business) clients. They seek enterprise-level solutions, like robust software or strategic partnerships, to manage their extensive operations. 

29. "Failure" means the act in which a System ceases to work or perform as expected thus causing disruption to normal operations of that System.

30. "Fully Managed Services" means Managed IT Services where IMPACT maintains exclusive administrative authority and operational responsibility over the systems, platforms, or environments within the applicable Assignment Zones.

31. “IMPACT” means IMPACT Technology Group, Inc., a Maryland corporation, and its Affiliates. Third-Party Providers, vendors, subcontractors, and service providers are not included within the meaning of "IMPACT" and are governed by MSA Section 11 (Third-Party Providers). 

32. “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

1. “LoB Application” means applications provided/supported by third party vendors used in Client’s business.

2. "Managed Device" means a Device running IMPACT's Agent and receiving patching, endpoint security, and support under an Order. Managed Devices include workstations, laptops, and company-owned mobile devices, and include shared, kiosk, conference-room, and virtual machines when running the Agent under IMPACT's management. Servers and network infrastructure, including firewalls, switches, routers, and access points, are not Managed Devices for purposes of any per-User managed device allowance and are covered, if at all, under their respective Services and line items. 

3. "Managed IT Services" means the managed information technology services expressly described in an executed Order and governed by this Addendum, which may include endpoint management, network operations, server administration, patch management, monitoring, backup oversight, identity and access management administration, helpdesk support, on-site dispatch, and related operational services.

4. "Managed User" means a User for whom Managed IT Services are provided and billed under an Order, counted as an active user seat for purposes of pricing and any per-User managed device allowance. 

5. "Moves, Adds, or Changes" or "MAC" means any Client-requested or Client-necessitated action that requires IMPACT to implement, modify, remove, reconfigure, or execute changes to any user, device, system, application, service, configuration, permission, security control, or data within the Client environment beyond routine monitoring, oversight, administration, and maintenance. MACs constitute execution labor and are not included in recurring fees unless expressly stated in an Order. Additional information regarding MACs is published at https://impact.huducloud.com/shared_article/hkFBWdBcmLDLdnCi8N2jm4Xn.

6. "Onboarding" is the process performed by IMPACT of adding Services to Client's account.

7. "Onboarding Fee" is the fee assessed by IMPACT to Client for the setup, onboarding, and implementation of the Services in an Order.

8. “Order” shall be considered any written or electronic order form, or other mutually acceptable order documentation, including without limitation, quotes, estimates, proposals, contracts, agreements, attachments, orders, and statements of work and/or scopes of work (SOW) for any Products or Services offered between IMPACT to Client An Order contains terms relating to this Agreement, each of which must be executed by both parties and, upon such execution as an “Attachment”, is deemed incorporated in this Agreement.

9. "Operational" is the state in which a System is performing as it was designed, configured, and/or intended to, as per IMPACT, Client, Vendor, and/or a Manufacturer.

10. “Products” shall be considered any hardware, software, licenses or materials purchased by Client from IMPACT.

11. "Project" has the meaning set forth in MSA Section 1.19. Additional information regarding what constitutes a Project is published at https://impact.huducloud.com/shared_article/uUrEWTRELTKaaH5TqCvQ5bE4/what-is-a-project-the-definition. 

12. "Project Implementation Fee" is the fee assessed for the setup, installation and configuration of initially required Projects by IMPACT. This fee is calculated from any corresponding quotes. This fee is not subject to any IMPACT guarantee and is therefore not refundable.

13. “Property” shall be considered any hardware, software, licenses, materials or systems owned by IMPACT which may be used to render Products and Services to Client and may be deployed at Client’s locations.

14. "Required Standards" means the mandatory technical, security, operational, and configuration standards published in Schedule A (Technical Standards & Security Requirements), as updated from time to time. The Required Standards apply to all systems, devices, users, and environments within IMPACT-controlled or shared Assignment Zones.

15. “Resources” means the Service solution hardware, server, software and licensing resources delivered to Client using Services.

16. "Risk Acknowledgment" means a written acknowledgment set forth in Schedule G (Risk Acknowledgments Library) by which Client expressly accepts a defined operational, security, regulatory, or commercial risk and the associated allocation of liability. A Risk Acknowledgment becomes binding only when (a) expressly invoked by reference in an Order, Variance Sheet, Addendum, or other writing executed by the Parties; and (b) initialed by Client in the space provided. Risk Acknowledgments are cumulative with, and do not limit, the disclaimers, limitations, and indemnification obligations set forth elsewhere in this Agreement. 

17. "Seat" is another term for a "Managed User" and therefore has the same meaning.

18. “Services” shall be considered the collective services, labor, support, monitoring, maintenance, repairs, and reporting IMPACT delivers to Client as deliverables and further detailed in subsequent Orders .

19. "Service Plan" means a named bundle of Managed IT Services offered by IMPACT under its stabilIT brand and published in the Service Catalog, the inclusions, exclusions, conditions, support model, and pricing basis of which are set forth in the Service Catalog entry for that Service Plan. The Service Plan applicable to an Order is the Service Plan identified in that Order. Service Plans identified in the Service Catalog as closed are not available for new Orders, plan changes, or renewals.

20. "Shadow IT" means any hardware, software, cloud service, application, device, system, or technology deployed, used, or accessed by Client or its users without IMPACT's prior written approval, including systems not disclosed to or documented by IMPACT.

21. “SLA” or “Service Level Agreement” means a contractual commitment by a service provider to deliver a specific level of service performance, with defined remedies (typically service credits, refunds, or termination rights) if those performance levels are not met. IMPACT does not offer Service Level Agreements. IMPACT's performance objectives are Service Level Targets as defined below and as set forth in Schedule B. 

22. “SLT” or “Service Level Target” means an internal operational benchmark or aspirational performance goal used by a service provider to manage and measure service delivery, but with no associated contractual remedy if the target is not met. 

23. “Software” is the software portion of the Services delivered to Client, including and any modified, updated, or enhanced versions of such program(s) that IMPACT or a Third-Party Licensor may make available to Client.

24. "System" shall be considered the individual or combination of hardware, software, applications, and/or processes which may include Products and/or Services utilized by Client and for which IMPACT may offer Services to, which can/will be subject to the Services of this Agreement and subsequent Orders .

25. “Third-Party Licensor” means a third-party provider of Software to us pursuant to a license agreement.

26. "User" means an individual person who uses, accesses, or is provisioned to access Client systems, applications, Services, or Devices under an Order, whether an employee, contractor, agent, or other individual. User is a unit of measure for scope and billing; the basis on which Users are counted is determined by the applicable Order and Addendum. A User is a unique human being and/or any combination of a unique user account to any system that accesses and/or utilizes the network, computers systems, licensing, applications, and/or data of Client in any manner at any time that may utilize Services from IMPACT. A User is not categorized by their employment status, part-time or full-time, hours worked, or their term with Client.

27. "Variance Sheet" means a written attachment to an Order that identifies specific deviations from the default allocations of authority and responsibility set forth in Schedule F (Assignment Zones — Default Responsibility Matrix), identifies any Risk Acknowledgments invoked, and sets forth Client-specific operational provisions related to the engagement. A Variance Sheet controls only as to the rows and matters expressly addressed therein; all other allocations remain governed by Schedule F. 

28. "Waiver of Standards" means a written waiver executed by Client acknowledging deviation from one or more Required Standards and accepting the associated risks and limitations.

29. "Zone 1" means systems, services, environments, or functions designated as IMPACT-Controlled, in which IMPACT maintains full administrative authority and operational responsibility.

30. "Zone 2" means systems, services, environments, or functions designated as Shared Authority, in which administrative authority and operational responsibility are divided between IMPACT and Client (or Client's third-party providers) as defined in Schedule F or the applicable Order.

31. "Zone 3" means systems, services, environments, or functions designated as Client-Controlled, in which Client (or Client's third-party providers) retains full administrative authority and operational responsibility.