1. Introduction & Definitions

1.1 Definitions: In these Terms, the following capitalized terms have the meanings given:

• “Provider”, “we”, “us”, or “our” refers to Horizon Technology Studio, LLC, an Oklahoma limited liability company, and its successors and assigns.

• “Client”, “you”, or “your” refers to the person or entity that has engaged Provider for services and its permitted successors and assigns.

• “Services” means any managed IT services, support, deliverables, or other work that Provider agrees to perform for Client pursuant to a Service Contract.

• “Service Contract” means a Master Service Agreement (MSA), Statement of Work (SOW), service order, proposal, or other written agreement that describes the specific Services, fees, and special terms for the engagement between Provider and Client. Each Service Contract is governed by these Terms (unless explicitly overridden in the Service Contract).

• “Agreement” means the combined contractual agreement between Provider and Client for the Services, consisting of these Terms and any Service Contract(s).

• “Confidential Information” has the meaning set forth in Section 6.1 below.

• Other Terms: Any capitalized terms not defined in this Section 1 will have the meanings given elsewhere in these Terms or in the Service Contract. Terms defined in singular include the plural (and vice versa). Headings are for convenience only and do not affect interpretation.

1.2 Purpose: These Terms set forth the general legal provisions governing the relationship between Provider and Client. The specific business terms (such as scope of work, pricing, term length, etc.) will be detailed in the Service Contract(s) that incorporate these Terms. Together, the Service Contract and these Terms form a single, binding Agreement for the Services.

2. General Provisions

2.1 Commitment Term and Renewal: The initial term of Services (the “Committed Term”) will be as specified in the Service Contract (e.g., month-to-month, one year, three years, etc.). Unless otherwise stated in the Service Contract, Services will automatically renew after the Committed Term as follows: (a) Month-to-Month services will continue renewing monthly until terminated by either Party on 30 days’ notice; (b) Fixed Term (annual or multi-year) services will automatically renew for successive one (1) year periods after the initial term, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. If a Service Contract specifies a different renewal period or requires explicit renewal, that provision will apply instead.

2.2 Termination Rights: Either Party may terminate an ongoing Service Contract at the end of its then-current term by giving the advance notice of non-renewal required above. In addition, Provider or Client may terminate any Service Contract for cause (i.e. due to the other Party’s material breach) as described in Section 2.4 below. Provider may also terminate any Service Contract or suspend Services immediately if Client is dissolved, adjudged bankrupt, or ceases business operations. Except for termination at end of term or for cause, Client may not terminate a fixed-term Service Contract for convenience during its initial term without Provider’s consent. If Provider does agree to an early termination for convenience (or if Provider terminates due to Client’s uncured breach), Client shall pay an early termination fee equal to 50% of the remaining fees for the unelapsed portion of the term. This fee is agreed not as a penalty but as liquidated damages to compensate Provider for resource allocation and discounts provided for the full term. Month-to-month Services can be terminated by either Party for convenience with 30 days’ written notice. Termination of one Service Contract will not automatically terminate other active Service Contracts, unless the termination notice explicitly includes those or the cause of termination is systemic to the entire Agreement.

2.3 Effect of Termination: Upon termination or expiration of a Service Contract: (a) Provider will stop performing Services under that contract, and Client will pay for all Services rendered up to the termination date (and any applicable early termination fee) promptly upon receipt of final invoice; (b) each Party will return or destroy the other’s Confidential Information related to that Service Contract as specified in Section 6.6; (c) Provider will assist in the orderly transfer of Services as described in Section 2.5 of the MSA (e.g., providing handover documentation), with any such transition assistance beyond 30 days being billable unless otherwise agreed; and (d) any provisions of this Agreement which by their nature or terms should continue (such as confidentiality, indemnities, limitation of liability, accrued payment obligations, etc.) shall survive. Termination of the Agreement or any Service Contract shall not prejudice any claim either Party may have for antecedent breach. If the Master Service Agreement (overall relationship) is terminated while any Service Contracts are still in effect, these Terms will continue to apply to those ongoing Service Contracts until they conclude.

2.4 Notices: All notices required or permitted under this Agreement (including termination or non-renewal notices) shall be in writing and delivered to the receiving Party’s designated notice address (or email) as specified in the Service Contract or as later updated in writing. Notices shall be deemed given when delivered personally, one business day after being sent by reputable overnight courier, three business days after being sent by U.S. mail, or on the same day if sent by email to the proper notice address/contact without a bounce-back error (provided that a copy is also sent by one of the other foregoing methods). Routine operational communications (e.g., support tickets, day-to-day emails) are not considered formal notices for this purpose.

2.5 Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma (without reference to conflict-of-law principles). The Parties consent to the exclusive jurisdiction of the state and federal courts located in Oklahoma County, Oklahoma for adjudication of any dispute arising under this Agreement, and waive any objections to personal jurisdiction or venue in those courts. Notwithstanding the foregoing, either Party may seek injunctive relief in any competent jurisdiction to protect its intellectual property or confidential information.

2.6 Assignment: Neither Party may assign or transfer this Agreement or any Service Contract to a third party without the prior written consent of the other Party, except that either Party may assign the Agreement in its entirety (along with all Service Contracts) to a successor resulting from a merger, acquisition, or sale of substantially all of its assets upon written notice to the other Party. Any purported assignment in violation of this section is void. These Terms shall bind and inure to the benefit of the Parties and their permitted successors and assigns. Provider may use subcontractors as permitted in Section 5.2, which is not considered an assignment of obligations.

3. Pricing & Payment Terms

3.1 Fees and Invoicing: Client agrees to pay the fees for Services as specified in each Service Contract. Fees may consist of fixed recurring charges (e.g. a monthly flat fee), usage-based charges (e.g. per-user or per-device fees that fluctuate with quantity), one-time project fees, and/or hourly time-and-materials charges, as applicable. Provider will invoice Client for fees and any reimbursable expenses according to the billing schedule stated in the Service Contract (e.g., monthly in advance for recurring fees, or upon milestones). Unless otherwise provided, recurring managed service fees are billed at the start of each service period (in advance) and time-based or variable charges are billed in arrears (at the end of the period in which they were incurred). Payment of invoices shall not be subject to any set-off or reduction for any claim by Client against Provider, and Client may not withhold payment of any undisputed amount.

3.2 Payment Due Date: Client shall pay all undisputed invoices within thirty (30) days of the invoice date (“Due Date”), unless a different due date is stated in the Service Contract or invoice. Payment must be made in U.S. dollars via accepted methods (e.g., ACH transfer, check, or other method agreed by Provider). Timely payment of all fees is a material obligation of Client under this Agreement.

3.3 Disputed Charges: If Client in good faith disputes any invoiced charge, Client shall notify Provider in writing before the Due Date and provide details of the dispute. The Parties will negotiate in good faith to resolve the dispute promptly. Client may withhold only the specific amount in dispute; all undisputed amounts must be paid by the Due Date. Once the dispute is resolved, Client shall immediately pay any amount determined to be due (with any applicable late fees from original due date). If Client does not dispute an invoice within 30 days of receipt, the invoice is deemed accepted as correct.

3.4 Late Payment: Any payment not received by the Due Date (and not subject to a timely dispute notice) is considered past due. Provider may charge interest on past due amounts at the rate of 1.5% per month (18% APR) or the maximum rate permitted by law, whichever is less. Interest will accrue daily from the day following the Due Date until paid in full. In addition, Provider may impose a late fee or suspend Services for delinquent accounts as provided below. Suspension: If any invoice remains unpaid 30 days after notice of non-payment to Client, Provider may suspend some or all Services until payment is made. Provider will give at least 5 business days’ warning before suspension, and will reinstate Services promptly upon receipt of outstanding amounts. Suspension of Services for non-payment shall not be deemed a breach by Provider, and Client remains responsible for all fees during the suspension period as if Services had continued.

3.5 Collection and Costs: If Client’s account becomes more than 30 days past due on undisputed amounts, Provider may require a deposit, shortened payment terms, or other security before continuing Services. Client agrees to reimburse Provider for any reasonable costs of collection (including attorneys’ fees and court costs) incurred in recovering overdue payments, provided that Provider has given notice and an opportunity to cure the delinquency. All payments by Client shall be applied first to any accrued interest and collection costs, then to the oldest outstanding invoice(s).

3.6 Taxes: All fees are exclusive of sales, use, excise, value-added, or other taxes or duties. Client is responsible for any applicable taxes on the Services or deliverables provided under this Agreement (except taxes on Provider’s income). Provider will add any required taxes to invoices unless Client provides a valid exemption certificate. If Provider is required to pay any such tax on Client’s behalf, Client agrees to reimburse Provider promptly.

4. Scope of Services Reference

4.1 Service Orders and Changes: The specific Services, deliverables, service levels, and pricing will be detailed in a Service Contract (such as an MSA with attached SOW or a service order form) for each engagement. Any service, task, or item not expressly included in the Service Contract is considered out of scope and not included in the quoted fees. If Client requests additional services or changes to the agreed scope, the Parties will execute a written addendum or new Service Contract to cover the new work (including any impact on fees or timeline) before Provider performs it. Provider is not obligated to perform any out-of-scope work without such written agreement, except in emergency situations as described in the MSA (in which case the work will be deemed billable on a time-and-materials basis).

4.2 Standard Inclusions and Exclusions: Provider will use commercially reasonable efforts to deliver the Services as described. Client acknowledges that certain incidental tasks or costs may not be included unless explicitly stated. For example, unless specified, Services do not cover third-party software licensing fees, electrical work, on-site staffing, or extensive end-user training. Such items can be provided as additional services upon mutual agreement. A list of common service inclusions and exclusions may be provided in the Service Contract or on Provider’s website for Client’s reference (e.g., a schedule of covered support tasks).

4.3 Precedence and Incorporation: These Terms and Conditions apply to all Services under any Service Contract. If there is a direct conflict between a specific provision in a Service Contract and a provision in these Terms, the provision in the Service Contract will prevail for that Service. Otherwise, the provisions should be read as consistent. Each Service Contract executed by the Parties is hereby incorporated into and governed by this Agreement.

5. Responsibilities of the Parties

5.1 Client Responsibilities: Client shall fulfill the following responsibilities to facilitate effective Service delivery:

• Access and Authority: Provide Provider with timely and sufficient access to facilities, equipment, systems, and information as needed for the Services. This includes furnishing necessary administrative passwords, network credentials, remote access (VPN), and on-site access to hardware during normal business hours (and after-hours as reasonably required). Client will ensure such access is safe and that all relevant third-party consents or authorizations are obtained (for example, notifying an alarm company if Provider needs after-hours building entry).

• Primary Contact: Designate a primary point of contact (and an alternate if desired) who has the authority to make decisions and provide approvals on behalf of Client, and who will be reasonably available to Provider for communications. Provider is entitled to rely on instructions and decisions made by Client’s designated contact(s).

• Service Requests: Follow Provider’s standard procedures for requesting support or Services. Non-emergency support requests should be submitted via the provided helpdesk channels (e.g. support email or web portal); critical issues should be phoned in as per the support instructions. Client shall ensure its employees understand and use these channels to avoid delays. Service requests lodged outside of these channels (for example, calling an engineer’s personal phone) may not be recognized or prioritized under the SLA, and may incur additional charges if they bypass agreed process.

• On-Site Environment: Provide a suitable workspace for Provider personnel when on-site, including access to a network connection, electricity, and (if needed) a work area for equipment. Client will maintain a safe work environment and alert Provider to any workplace hazards or special safety requirements. If an unsafe condition arises, Provider may postpone on-site work until it is remedied.

• Equipment and Network Standards: Maintain all hardware, software, and networking environment to at least the minimum standards specified by Provider (if a “Minimum Standards” document or section is provided). If Client’s equipment or software falls below recommended standards and causes excessive issues, Provider may require upgrades (to be handled via a new SOW) or may treat support related to non-compliant components as out-of-scope (billable) time.

• Third-Party Cooperation: Designate Provider as an authorized agent with any relevant third-party vendors or service providers (e.g., internet service providers, software vendors) so that Provider can work with them on Client’s behalf. Client is responsible for securing any necessary permissions or accounts for Provider to liaise with such vendors. If Provider cannot resolve an issue due to lack of vendor authorization or support, Provider is not responsible for resulting delays.

• Data Backup: Unless backup services are explicitly included in the scope of Services, Client is solely responsible for performing and verifying proper data backups on its systems. Client should maintain current backups of key servers, databases, and configurations. If Client’s failure to maintain backups causes extra work for Provider (e.g., disaster recovery from scratch), such remediation may be treated as out-of-scope.

• Appropriate Use: Use the Services and any provided systems/software in a legal and authorized manner. Client and its users shall not engage in activities that jeopardize Provider’s network or services, or that violate applicable law (e.g., sending spam, infringing intellectual property, distributing malware). Client will adhere to any acceptable use policies that Provider provides regarding usage of managed systems. Provider reserves the right to suspend Services if Client’s use poses an imminent threat to any network or is flagrantly unlawful, after giving notice if feasible.

• Payment: Pay all fees and charges when due as specified in Section 3. Timely payment is essential for continuous service. Provider may, after giving notice, suspend services for payment delinquencies as outlined in Section 3.4 without breaching its obligations.

In summary, Client agrees that Provider’s ability to deliver Services and meet any performance targets (like SLAs) is dependent on Client’s cooperation with the above responsibilities. Provider shall not be liable for any failure to meet an obligation that results from Client’s failure to fulfill the responsibilities listed here. If Client repeatedly fails to meet these responsibilities, it may constitute a material breach of the Agreement (after notice and opportunity to cure).

5.2 Provider Responsibilities: Provider shall perform the Services in accordance with the Service Contract and the standards of Section 8 (Warranties). Key responsibilities of Provider include:

• Service Quality: Use reasonable skill and care consistent with good industry practice in performing the Services. Provider will assign qualified personnel or subcontractors (with Client’s consent) to carry out the work, and will supervise them appropriately.

• Remote Monitoring & Maintenance: Provider may install and utilize remote management agents, monitoring tools, or scripts on Client’s systems to facilitate the Services (e.g., for 24x7 monitoring, remote support, automated updates). Provider shall use such tools solely for legitimate service purposes and in a manner that does not unreasonably interfere with Client’s systems. Client authorizes Provider to install and operate these agents on covered systems. Provider will remove its agents upon termination (at Client’s request) or when they are no longer needed.

• Confidentiality & Security: Protect Client’s confidential information and network credentials in accordance with Section 6. Provider will use commercially reasonable efforts to maintain security measures (such as antivirus, encryption, etc.) on any Provider devices or accounts that access Client systems, to prevent unauthorized access. If Provider discovers a security incident or data breach affecting Client’s systems or data, Provider will promptly notify Client as outlined in Section 6.7.

• Compliance & Insurance: Perform Services in compliance with applicable laws and regulations. Provider will maintain in force general liability insurance coverage of at least $2,000,000 aggregate for bodily injury and property damage, as well as any other insurance required by law. Upon request, Provider will provide Client with a certificate of insurance evidencing such coverage.

• Vendor Liaison: When troubleshooting issues, Provider will coordinate with third-party vendors or service providers (e.g., Microsoft, internet providers) as needed, provided appropriate authorization is in place (see Client Responsibilities above). Provider is responsible for managing its relationships with its own third-party suppliers, if any, used in delivering the Services (although those suppliers remain Provider’s responsibility).

• Service Reports: Upon reasonable request, Provider will keep Client informed about service activities and system health. This may include providing periodic reports (e.g., monthly ticket summary, security patch status, etc.) or holding review meetings if such reporting is part of the Service scope.

These responsibilities, along with any specific duties detailed in a Service Contract, define the scope of Provider’s obligations. Provider’s failure to meet these responsibilities will be addressed through the warranty and breach provisions of this Agreement. Provider is dedicated to delivering reliable, professional service and will proactively communicate with Client regarding any issues affecting service delivery.

5.3 Non-Solicitation of Personnel: During the term of this Agreement and for twelve (12) months after its termination, neither Party will directly solicit for hire the employees or contractors of the other Party who are involved in delivering or receiving the Services, without prior written consent. This restriction does not apply to general, public job postings or instances where the individual independently responds to an unrelated job posting. If Client violates this provision by hiring a Provider employee (or contractor) without consent, Client agrees to pay Provider liquidated damages equal to 50% of that person’s annual salary (as of their last full year with Provider or the starting salary at Client, whichever is higher). This amount is agreed as reasonable compensation for disruption and recruitment costs, and not as a penalty. Similarly, if Provider hires an employee of Client in violation of this clause, Provider shall pay equivalent damages to Client. The Parties acknowledge and agree that each of their employees represent a valuable asset and that these measures are intended to fairly protect that value.

6. Confidentiality

6.1 Definition of Confidential Information: “Confidential Information” means any non-public information, whether disclosed in written, oral, electronic, or other form, that either Party (the “Disclosing Party”) shares with the other (the “Receiving Party”) and that is either identified as confidential or proprietary, or that should reasonably be understood to be confidential due to its nature and the circumstances of disclosure. Client’s Confidential Information includes, without limitation, Client’s business plans, financial records, customer or employee data, technical information (network diagrams, passwords, system configurations), and any other information about Client’s operations or data that Provider may encounter in performing the Services. Provider’s Confidential Information includes, without limitation, the terms of this Agreement and any pricing provided to Client, Provider’s internal deliverables, methodologies, scripts or tools, and any non-public information about Provider’s business, plans, or clients. Excluded from Confidential Information is any information that the Receiving Party can demonstrate: (a) was already known to it without an obligation of confidentiality at the time of disclosure; (b) is or becomes generally available to the public through no wrongful act or breach of these Terms by the Receiving Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s information; or (d) is rightfully obtained from a third party who had the right to provide it without confidentiality obligation.

6.2 Non-Use and Non-Disclosure: The Receiving Party agrees to use the Disclosing Party’s Confidential Information only for purposes of fulfilling its obligations or exercising its rights under this Agreement (and applicable Service Contracts), and not for any other purpose without the Disclosing Party’s prior written consent. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party, except to its own employees, agents, subcontractors, or professional advisors who need to know it to support the allowed use and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall safeguard the Confidential Information with the same degree of care it uses to protect its own sensitive information of like kind, and in no event less than reasonable care. Each Party shall be responsible for any breach of confidentiality by its personnel or representatives. Except as necessary to perform the Services, Provider will not access, use, or alter any Client Data stored on Client’s systems. Conversely, Client shall not disclose any sensitive information about Provider’s network or software tools to any third party without permission. Both Parties agree not to publicly announce or imply any details about the other’s Confidential Information (including the existence or content of this Agreement) without consent, except as allowed under Section 6.3 or required by law.

6.3 Permitted Disclosures: Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information if and to the extent required by law, regulation, or court order, provided that (if legally permissible) the Receiving Party gives prompt written notice to the Disclosing Party to enable it to seek a protective order or otherwise contest the disclosure. The Receiving Party shall disclose only that portion of Confidential Information legally required and will use commercially reasonable efforts to ensure confidential treatment of the disclosed information (for example, by requesting it be filed under seal in a court proceeding). Additionally, Provider may include Client’s name or logo in its list of clients on its website or marketing materials, unless Client requests in writing to opt out (Provider will not disclose details of the Services or any Confidential Information in such publicity without consent).

6.4 Ownership of Information: All Confidential Information remains the property of the Disclosing Party. No license or rights under any patents, copyrights, trademarks, or trade secrets are granted or implied by any disclosure of Confidential Information, except for the limited right to use such information as provided in these Terms. Upon Client’s request, Provider will return or destroy any tangible materials embodying Client’s Confidential Information (subject to the archival copy exception in Section 6.6), and confirmation of such action can be provided in writing. Similarly, Client will return or destroy Provider’s Confidential Information upon request.

6.5 Duration of Obligation: Each Party’s duty to protect Confidential Information commences upon first receipt of such information and continues for a period of five (5) years after termination of this Agreement. However, any trade secrets (as defined by applicable law) shall be maintained as confidential for so long as they remain trade secrets under law, and any personal data will be kept confidential indefinitely (or as required by law). The confidentiality obligations survive termination of the Agreement and remain binding as to any Confidential Information that was received before termination.

6.6 Return or Destruction: Upon the termination of this Agreement (or sooner if requested by the Disclosing Party), the Receiving Party will promptly return or destroy all of the Disclosing Party’s Confidential Information in its possession or control, in whatever form, and certify such return/destruction upon request. An exception is that the Receiving Party may retain one archival copy solely for legal record-keeping or compliance purposes, provided it continues to maintain its confidentiality. Provider may also securely retain any routine data backups that incidentally contain Client Confidential Information, for the duration of its standard backup retention schedule, subject to ongoing confidentiality.

6.7 Data Privacy and Security: Each Party shall comply with all applicable data protection and privacy laws with respect to any personal data processed under this Agreement. Client represents that it has the right to provide any personal data to Provider for the performance of Services (for example, employee contact information or system login credentials) and that Client has obtained any necessary consents from individuals as required by law. Provider will use personal data provided by Client only for purposes of delivering the Services and in accordance with Client’s instructions. If the Services involve processing personal data subject to specific regulations (e.g., healthcare or financial data), the Parties will enter into any additional required agreements (such as a Business Associate Agreement for HIPAA) to address those requirements. Provider will implement reasonable technical and organizational security measures to protect Client’s data in its possession against unauthorized access or disclosure. If Provider becomes aware of a security breach that has compromised Client’s data, Provider will promptly notify Client and provide information on the breach and steps being taken to mitigate it.

6.8 Injunctive Relief: The Parties acknowledge that any unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm that cannot be fully remedied by monetary damages alone. Therefore, in the event of a breach or threatened breach of this Section 6, the injured Party shall be entitled to seek an injunction, restraining order, or other equitable relief to prevent or halt such breach, in addition to any other rights and remedies available at law or in equity. This provision shall not limit any other legal or equitable remedies available to the Disclosing Party.

7. Intellectual Property Rights

7.1 Client Data and Ownership: All data, files, and information that Client supplies to Provider or that is stored on Client’s own systems (including business data, documents, databases, emails, configurations, and personal data of Client’s customers or employees) remain Client’s property. Provider does not claim ownership of any Client Data. Upon request at any time, and subject to payment of any outstanding fees, Provider will assist Client in exporting or retrieving Client Data that Provider has possession of, in a reasonably requested format. At the termination of the Agreement, Provider will return or destroy Client Data as described in Section 6.6. Client hereby grants Provider a non-exclusive, royalty-free license to use, copy, modify, and transmit Client Data solely as needed to perform the Services (for example, backing up Client’s server files if backup service is provided, or transferring data to a new system during a migration). Provider will not use Client Data for any purpose other than providing Services to Client.

7.2 Pre-Existing Works & Provider IP: Provider has developed or obtained certain proprietary tools, software, templates, documentation, processes, and know-how (collectively, “Provider IP”) prior to or outside of its engagement with Client, which it may use for delivering the Services. This includes, for example, monitoring software, management scripts, checklists, policy templates, and general methodologies that are Provider’s intellectual property. All Provider IP, and any derivatives thereof (except Client-specific modifications paid for by Client, addressed below), shall remain the sole property of Provider. To the extent any Provider IP is delivered or installed as part of a Deliverable or on Client’s systems, Provider grants Client a limited, non-exclusive, non-transferable license to use that Provider IP during the term of the Service Contract and thereafter solely as necessary for Client to continue to use the Deliverables or results of the Services. For example, if Provider provides Client with a monitoring script for server health, Client may continue to use that script internally after the engagement, but may not re-sell or share it outside Client’s organization. Client agrees not to reverse engineer, decompile, or disassemble any Provider IP provided to Client, except as permitted by law. No rights in Provider’s trademarks or brand names are granted to Client.

7.3 Work Product and Deliverables: Provider will specify in the Service Contract if any specific Deliverables (reports, developed software, etc.) are to be produced. Ownership of Deliverables shall be allocated as follows unless expressly agreed otherwise:

• Client-Owned Deliverables: If a Deliverable is explicitly identified in the Service Contract as “Client-owned” or is a bespoke work made for hire (e.g., a software script uniquely developed for Client and paid for in full by Client), then Client shall own all intellectual property rights in that Deliverable upon full payment. Provider will, upon Client’s request and at Client’s expense, execute any documents reasonably necessary to perfect Client’s ownership rights in such Deliverable. Provider retains the right to use any generalized knowledge, skills, and techniques gained during development of such Deliverable, and any Provider IP or third-party components therein remain subject to Section 7.2 or 7.4, respectively.

• Provider-Owned Deliverables: For any Deliverable not specifically identified as Client-owned, Provider retains ownership of the underlying materials. However, Provider grants Client a perpetual, royalty-free license to use, copy, and modify such Deliverable for Client’s internal business purposes. For example, if Provider delivers a network diagram or business continuity plan template, Client may use and adapt it internally even after the Service engagement ends, but Provider retains ownership of the template and may reuse its general structure for other clients. Client agrees not to distribute Provider-owned deliverables outside its organization without Provider’s consent.

In all cases, any of Client’s Confidential Information or proprietary data that is included in a Deliverable remains Client’s property. Likewise, any of Provider’s pre-existing IP incorporated in a Deliverable remains Provider’s property as per Section 7.2, but is licensed to Client as part of the Deliverable’s intended use.

7.4 Third-Party Materials: In performing the Services, Provider may use or recommend third-party software, hardware, or services (e.g., operating systems, cloud platforms, antivirus programs). Third-party products are governed by their own license agreements between Client and the third-party vendor (or between Provider and vendor, if Provider is authorized to sublicense to Client). Client agrees to comply with all end-user license terms for any third-party software or services that are provided or installed as part of the Services. Unless otherwise stated in a Service Contract, any third-party software licenses procured by Provider on Client’s behalf are for Client’s exclusive use and will be transferred or assigned to Client at Client’s request upon termination (subject to vendor terms). Provider makes no warranties or representations regarding third-party products other than passing through (to the extent possible) any warranties offered by the manufacturer or licensor. Ownership of any third-party intellectual property used in the Services remains with the third-party supplier. If a third-party vendor asserts that Client is in violation of its license terms (for example, unlicensed use of software), Client will address the issue directly with that vendor and Provider is not responsible for any unlicensed software that Client has asked Provider to support or install. Provider will reasonably assist Client in resolving licensing or warranty claims with vendors if such issues arise and are related to the Services.

7.5 Feedback and Anonymized Data: Client grants Provider permission to use any feedback or suggestions Client provides regarding the Services or Provider’s processes to improve Provider’s services, without obligation. Such feedback will not be attributed to Client or divulge Client’s Confidential Information. Provider is also permitted to compile anonymous statistical data related to Service performance and Client’s IT environment (e.g., average ticket resolution times, number of incidents per month, common problem categories) for purposes of aggregating metrics across clients and improving our offerings. Any such aggregated data will be stripped of identifying details such that it cannot be linked to Client or any individual, and will be used in compliance with applicable laws.

8. Warranties

8.1 Provider’s Service Warranty: Provider warrants that all Services will be performed in a professional and workmanlike manner, using reasonable skill and care consistent with generally accepted industry standards for similar services. Provider further warrants that it and its personnel (including any subcontractors) have the necessary knowledge, training, and ability to perform the Services in accordance with the requirements set forth in the Service Contract. In the event of any material non-conformance with this warranty, Client must notify Provider in writing within 30 days after the defective Services were performed. Client’s exclusive remedy and Provider’s sole obligation shall be for Provider, at its option, to either: (a) re-perform or correct the deficient Services at no additional charge, in order to bring them into compliance; or (b) if re-performance is impractical, to refund to Client that portion of fees paid for the specific Services that are found to be defective. Any re-performance or refund will be provided only if the deficiency was due to Provider’s failure to meet the above standard and not due to external factors or Client’s actions. This warranty does not extend to claims arising from modifications made by anyone other than Provider or from issues in third-party products.

8.2 Authority and No Conflicts: Each Party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement, and doing so will not conflict with or violate any other agreement to which it is a party. Each Party further warrants that any signatory executing a Service Contract or other document on its behalf is duly authorized to bind the Party to its terms. Client warrants that it either owns or has obtained proper authorization for all hardware, software, licenses, and materials that it asks Provider to use, configure, or install as part of the Services, and that Provider’s use of them as directed by Client will not infringe upon or violate the rights of any third party.

8.3 Compliance with Laws: Each Party warrants that in carrying out its obligations, it will comply with all laws and regulations applicable to its activities under this Agreement. This includes (but is not limited to) data protection laws, export control laws (Client will not request Services that would cause Provider to export controlled technology without proper authorization), and employment laws regarding any personnel provided on-site. Provider and Client both agree to adhere to all applicable anti-corruption laws and will not offer or accept any illegal bribe, kickback, or other unethical payment in connection with the Services.

8.4 Third-Party Warranties: Provider makes no warranty as to any third-party products or services (such as software, hardware, cloud services) that are provided or managed as part of the Services, except that Provider will pass through to Client any available manufacturer’s or vendor’s warranty to the extent permitted. For example, if a hardware component fails and it is under the manufacturer’s warranty, Provider will assist Client in obtaining repair or replacement under that warranty, but the manufacturer’s warranty terms (limitations and remedies) will apply. Provider does not guarantee the continuous availability or uptime of any third-party services (like internet or hosted email), and any service level commitments for those services are solely provided by the third-party provider.

8.5 Disclaimer of Warranties: EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Provider does not warrant that the Services or any deliverables will be error-free or uninterrupted, or that all issues or vulnerabilities will be resolved. Client understands that managed services are intended to reduce, but cannot eliminate, the risk of IT outages or security incidents; therefore, no outcome is guaranteed. Client acknowledges that any software or devices come with inherent imperfections, and Provider is not liable for those inherent qualities as long as it delivers the services as promised. No advice or information obtained by Client from Provider, outside the scope of a Service Contract, shall create any warranty not expressly stated in this Agreement. If applicable law does not allow the exclusion of certain warranties, then any required warranty is limited in duration to 30 days from the completion of the service in question.

8.6 Client’s Warranties: Client warrants that: (a) it owns or lawfully holds any equipment or software that Provider is asked to service, and has all necessary rights to permit Provider to use, move, or modify such equipment or software for purposes of the Services; (b) any data, software, or materials Client provides to Provider (or directs Provider to use) will not infringe on the intellectual property or privacy rights of any third party; (c) Client will use the Services and deliverables in accordance with all applicable laws and only for legitimate purposes; and (d) Client will not introduce any malicious code into Provider’s systems or networks through equipment or data provided to Provider (and if such an incident occurs unknowingly, Client will cooperate with Provider to mitigate any damage). Client also represents that there are no legal or contractual restrictions that would prevent Client from performing its obligations and granting the rights (such as access to systems and data) to Provider as required under this Agreement.

8.7 Security and Backups: Client acknowledges that it is responsible for maintaining appropriate backup copies of all critical software and data under its control, unless the Service Contract explicitly includes managed backup services. Provider’s Services (e.g., routine maintenance or migrations) may involve inherent risks to data; Provider will take reasonable precautions, but Client is ultimately responsible for ensuring data is backed up. Except to the extent Provider failed to perform agreed backup services, Provider is not liable for any data loss or corruption to the extent that Client failed to maintain up-to-date backups. Likewise, Client is responsible for implementing basic cybersecurity measures on its systems (firewalls, anti-malware, etc.) unless included in the Services. Provider will advise on security best practices and offer solutions (which Client may accept or decline). If Client chooses not to follow Provider’s recommended security practices, Provider shall not be responsible for any incidents that could have been prevented by such measures.

8.8 Remedies: Client’s remedies for breach of any warranty are limited to those set forth in this Section 8 and, for third-party claims, in the indemnification provisions of Section 9. Except as explicitly provided, and to the maximum extent allowed by law, no other remedies (such as refund of fees beyond the specific service in question, or damages) will be available for breach of warranty. Client agrees that these remedies are fair and sufficient, given the nature of the Services and fees.

9. Indemnification

9.1 Provider’s Indemnity: Provider shall indemnify, defend, and hold harmless Client and its officers, directors, and employees (the “Client Indemnitees”) from any third-party claim, demand, lawsuit, or legal proceeding (“Claim”) to the extent that the Claim arises from: (a) an allegation that any Deliverable, software, or other Work Product furnished by Provider to Client infringes or misappropriates a U.S. patent, copyright, trademark, or trade secret of a third party; or (b) the negligent acts or willful misconduct of Provider or its employees in the performance of the Services, resulting in death, bodily injury, or physical property damage; or (c) Provider’s breach of its obligations under Section 6 (Confidentiality) that causes harm to a third party. This indemnity obligates Provider to pay any settlements, damages, or court-awarded amounts for such Claims, as well as reasonable attorneys’ fees incurred by Client Indemnitees in defense. Provider’s duty to indemnify is conditioned on: (i) Client promptly notifying Provider in writing of the Claim (so that Provider is not prejudiced by delay); (ii) Provider having sole control over the defense and any settlement of the Claim (however, Provider shall not settle any Claim in a manner that imposes unagreed liability or admission of fault on Client without Client’s written consent); and (iii) Client providing reasonable cooperation at Provider’s expense in the defense of the Claim. If an infringement claim is made or appears likely, Provider may, at its option and expense, either procure for Client the right to continue using the affected item, or modify or replace it with functionally equivalent non-infringing item. If neither is feasible, Provider may terminate the Service Contract for the affected Services and refund to Client any pre-paid fees for the portion of Services not provided due to such early termination. This Section 9.1 states the entire liability of Provider, and Client’s exclusive remedy, for any intellectual property infringement by the Services or Deliverables.

9.2 Client’s Indemnity: Client shall indemnify, defend, and hold harmless Provider and its members, officers, and employees (the “Provider Indemnitees”) from any third-party Claim to the extent arising from: (a) Client’s breach of law or regulation in its use of the Services (for example, using the Services to violate a third party’s rights or to store illegal content); (b) any claim that materials or information furnished by Client to Provider (for use in providing the Services) infringe or violate the intellectual property, privacy, or other rights of a third party; or (c) Client’s gross negligence or willful misconduct, including any failure by Client to comply with Section 5.1 that causes death, personal injury or damage to property, to the extent not caused by Provider. This indemnity includes Client’s obligation to pay any settlements or judgments finally awarded, and reasonable legal fees incurred by Provider Indemnitees in defense of such Claims. The same conditions apply: Provider must promptly notify Client of any claim, Client controls the defense (Provider may participate with its own counsel at its expense), and Provider will reasonably cooperate (at Client’s expense). Client will not settle any Claim requiring admission of fault by Provider or payment of monies by Provider without Provider’s consent (not to be unreasonably withheld).

9.3 Infringement Exclusions: The indemnity in Section 9.1(a) (infringement by Provider deliverables) will not apply to the extent that an infringement claim is caused by: (i) Client’s use of a Deliverable in violation of this Agreement or for a purpose not intended by Provider; (ii) modifications to the Deliverable by anyone other than Provider; or (iii) combination or use of the Deliverable with other products, software, or services not provided or recommended by Provider, where the Deliverable alone would not be infringing. In any such cases, Client will indemnify Provider for any resulting third-party claims, to the extent the claim arises from such misuse or alteration by Client.

9.4 Indemnification Procedures and Survival: A Party seeking indemnification shall give the other prompt notice of the Claim and provide authority, information, and assistance (at the indemnifying Party’s expense) for the defense. The indemnifying Party shall keep the other reasonably informed of the status of the defense and consult in good faith regarding any proposed settlement. The indemnity obligations in this Section 9 survive termination of the Agreement.

9.5 Exclusive Remedy: The foregoing indemnification provisions are the Parties’ exclusive remedies for any third-party claims or suits relating to the subject matter of the indemnities. Each Party will mitigate its losses to the extent practicable. If any claim covered by indemnity also includes allegations of the indemnitee’s own negligence or breach, any legal fees or damages will be reasonably apportioned between the Parties by relative fault. Nothing in this Section limits either Party’s rights to insurance proceeds that may be available for a claim.

10. Limitation of Liability

10.1 Types of Damages Excluded: TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, arising out of or related to this Agreement or the Services, whether in contract, tort (including negligence), strict liability, or any other legal theory. This exclusion applies even if a Party has been advised of the possibility of such damages, and even if direct damages do not adequately compensate for the loss. For example, Provider is not liable for Client’s lost income or business interruption if a server fails, and Client is not liable for Provider’s lost business opportunities or reputation damage if Client prematurely terminates a contract (beyond owed fees). The Parties acknowledge that these limiting conditions are reflected in the agreed fees. Certain jurisdictions do not allow the exclusion of incidental or consequential damages, so to that extent, the above exclusion may not apply and the scope of disallowed damages will be as broad as legally permitted.

10.2 Liability Cap: Each Party’s total cumulative liability for all claims arising out of or relating to this Agreement or any Service provided, regardless of the cause of action, shall not exceed the total amount of fees paid (or payable) by Client to Provider for Services in the twelve (12) months immediately prior to the event giving rise to the claim. If the claim arises before twelve months of services have been completed, the liability cap shall be the amount paid by Client up to the date of the event (and for one-time projects, the liability cap is the amount paid for that project). For example, if a claim arises 6 months into the contract, and $10,000 has been paid in that time, $10,000 is the cap; if 2 years in, with $50,000/year, then $50,000 is the cap (the last 12 months of payments). This liability cap applies in aggregate to all claims and causes of action so that multiple claims do not increase the cap.

10.3 Exceptions to Limitations: The limitations and exclusions of liability in Sections 10.1 and 10.2 shall NOT apply to the following: (a) a Party’s indemnification obligations under Section 9 (except that any indemnity for third-party IP infringement by Provider as stated in Section 9.1(a) shall not be capped, i.e., Provider will pay all damages awarded or settlement amounts for such claims, even if exceeding the cap); (b) losses resulting from a Party’s willful misconduct or fraud (to the extent a law prevents such acts from being limited); (c) personal injury or tangible property damage caused by a Party’s negligence or intentional act, but solely to the extent insurance or law requires liability for such damage despite any contract limitations; and (d) Client’s obligation to pay accrued fees, charges, or taxes owed under this Agreement (which shall be paid in full and are not subject to the cap). Additionally, the exclusion of lost data in Section 10.1 does not limit Provider’s responsibility to use reasonable care to avoid data loss according to the Agreement; it means Provider isn’t liable for value of data as a separate damage category beyond the overall cap (unless due to willful misconduct). Each provision of this Section 10 is severable and independent of any other, and the maximum protections allowed by law will be applied.

10.4 Application and Construal: The Parties agree that the limitations of liability and types of damages excluded set forth in this Section 10 are agreed allocations of risk constituting part of the consideration for the pricing of the Services. Each Party had the opportunity to negotiate these terms and understands that without these limitations the fees would be higher. These limitations shall apply notwithstanding the failure of any agreed or other remedy of its essential purpose. If any term of this Section 10 is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, consistent with the Parties’ intent.

10.5 Mitigation and Liability of Employees: Each Party has a duty to mitigate its damages and losses, including losses covered by indemnity or warranty, to the extent reasonably possible. Neither Party’s employees, officers, directors, or agents shall have any personal liability arising from this Agreement; all claims must be brought only against the legal entity of Provider or Client. There are no third-party beneficiaries of this Agreement’s limitations or otherwise, except as explicitly noted (e.g., indemnified Parties in Section 9).

11. Miscellaneous

11.1 Independent Contractor: The relationship of Provider to Client is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, fiduciary, or employment relationship between the Parties. Provider’s personnel are not employees of Client, and Provider is solely responsible for payment of compensation, benefits, and employment taxes (including workers’ compensation) for its personnel. Provider may determine the means and methods of work in its discretion, consistent with the requirements of the Service Contract. Client shall not control the manner or means by which Provider performs the Services, but may provide requirements and feedback to ensure satisfactory results. Provider is free to provide services to other clients, and Client is free to engage other service providers, subject to any exclusivity defined in a specific Service Contract (if any). If Provider is performing work on Client’s premises, Provider will comply with reasonable workplace policies provided by Client (e.g., safety rules or visitor procedures) but such compliance will not change its independent contractor status. Neither Party has authority to bind the other to any contract or obligation, except as explicitly authorized in a Service Contract or by prior consent.

11.2 No Third-Party Beneficiaries: This Agreement is made solely for the benefit of the signatory Parties and their respective permitted successors and assigns. No other person or entity shall be considered a third-party beneficiary of this Agreement, nor shall any third party have any rights as a result of this Agreement. For clarity, Client’s customers, users, or affiliates are not third-party beneficiaries, and Provider’s subcontractors are not third-party beneficiaries. The only exception is that the indemnification protections extend to the officers, directors, and employees of indemnified Parties (who may enforce those provisions with respect to claims against them). Apart from that, all rights and obligations under this Agreement are intended to apply only to Client and Provider.

11.3 Entire Agreement: This Agreement (including these Terms and all Service Contracts, schedules, and any written amendments) constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior or contemporaneous proposals, representations, understandings, or agreements, whether oral or written, relating to that subject matter. Each Party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. In case of conflict, the documents shall have the following order of precedence: a Service Contract (or SOW) signed by both Parties will prevail over these general Terms (but only for that Service Contract), and these Terms will prevail over any purchase order terms or other documents. Any pre-printed terms on a Client purchase order or other form (other than specifying the Services and prices consistent with the Service Contract) are rejected and shall be void, even if the form is countersigned. This Section may not be used to exclude or restrict liability for fraudulent misrepresentations.

11.4 Amendments and Waivers: No modification or amendment of this Agreement is valid unless in writing and signed by an authorized representative of each Party. This includes any change to these Terms or to a Service Contract. However, Provider may update these Terms and Conditions as described in Section 12 below (“Right to Modify Terms”). The failure of either Party to enforce any provision or to exercise any right under this Agreement shall not be a waiver of that provision or right. Any waiver must be in writing and signed by the waiving Party to be effective, and will be limited to the specific instance described in that writing. A waiver of a breach of a provision will not be a waiver of any later breach or a waiver of the provision itself.

11.5 Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the Parties intend for such provision to be interpreted or reformed to the minimum extent necessary to make it enforceable, reflecting the Parties’ intent as closely as possible. If reformation is not possible, the invalid or unenforceable provision will be severed, and the remaining provisions will continue in full force and effect. Invalidity of a particular provision in a given jurisdiction will not invalidate the provision in any other jurisdiction where it is enforceable.

11.6 Notices: Formal notices under this Agreement (such as notices of termination, breach, or indemnifiable claims) shall be given in accordance with Section 2.4. Each Party shall designate a notice contact and address in the Service Contract or in writing. Routine communications (including day-to-day operational emails, or automated notifications) may be sent by email or other normal channels and do not require formal notice procedures. Either Party may update its designated notice recipient or address by providing notice to the other Party.

11.7 Force Majeure: Except for payment obligations, neither Party shall be liable for any delay or failure in performance due to Force Majeure events beyond its reasonable control. Force Majeure includes, but is not limited to: natural disasters (e.g., earthquakes, floods, hurricanes); acts of war, terrorism, or civil unrest; government actions or orders; fires or explosions; general strikes or labor disputes (excluding those involving the affected Party’s own employees); widespread electrical or Internet outages not caused by the Party; or epidemics and pandemics that prevent safe operation. The Party claiming Force Majeure shall promptly notify the other of the occurrence and likely duration of the event’s impact. Such Party shall use commercially reasonable efforts to mitigate the effect of the delay and resume performance as soon as possible. If a Force Majeure event continues for more than thirty (30) days, either Party may terminate the affected Service Contract (or the Agreement if it affects all Services) upon written notice, without liability beyond payment for Services already provided.

11.8 Governing Law and Dispute Resolution: This Agreement is governed by the laws of Oklahoma, as stated in Section 2.5. The Parties will attempt to resolve any dispute arising out of this Agreement through good faith negotiation. If direct negotiations between project managers are not successful within ten (10) business days, the dispute shall be escalated to a senior executive of each Party who will confer in good faith to resolve it. If, after another period of discussions (e.g., 10 business days) the dispute remains unresolved, the Parties may attempt to resolve it through non-binding mediation by a neutral mediator, if they mutually agree. If they do not agree to mediation, or if mediation fails, either Party may pursue legal remedies in the courts specified. Litigation shall be conducted as specified in Section 2.5; the prevailing Party in any litigation or arbitration is entitled to recover its reasonable attorneys’ fees and costs. The requirement to attempt informal resolution shall not apply if a Party needs to seek immediate injunctive relief to prevent irreparable harm.

11.9 Construction: The headings in this Agreement are for reference only and shall not affect interpretation. Any ambiguity in this Agreement shall not be construed against either Party as the drafter; both Parties had opportunity for input. The words “including” or “such as” shall be deemed to be followed by “without limitation” unless the context clearly indicates otherwise. References to “days” mean calendar days, unless “business days” are specified. In case of conflict between these Terms and a Service Contract, the Service Contract takes precedence only for the subject matter of that Service Contract.

11.10 Counterparts and Electronic Acceptance: Service Contracts and any amendments to this Agreement may be executed in counterparts, which together will constitute one instrument. Signatures delivered by electronic means (scanned PDF, DocuSign, etc.) are binding as original signatures. In the case of these general Terms (which are presented on Provider’s website or attached to an MSA), Client’s electronic acceptance or execution of a Service Contract referencing these Terms shall be deemed Client’s agreement to these Terms, to the same extent as if physically signed. Provider may also request a signed acknowledgment of these Terms for clarity, but it is not a prerequisite to effectiveness once the Service Contract is signed.

12. Right to Modify T&C

Provider may update or modify these General Terms and Conditions from time to time. Any modifications will be effective upon posting of the revised Terms on Provider’s website (at the designated URL for legal terms) or on written notice to Client. Provider will provide at least 30 days’ advance notice (via email or website notice) of any material changes to these Terms, unless a shorter period is required by law or to address an unforeseen emergency. However, any changes to these Terms will not apply retroactively to Services already performed; they will apply from the effective date forward. For clients under a fixed-term Service Contract, material changes shall not take effect until the start of the next renewal term of that Service Contract, unless the change is required by applicable law or does not materially diminish Client’s rights. Client’s continued use of the Services or failure to object to the revised Terms after notice of the change will constitute acceptance of the updated Terms. If Client does not agree to a change, Client may elect not to renew the Service Contract or may negotiate an amendment to the Service Contract to expressly override the changed provision. Provider will always indicate the “last updated” date at the top of these Terms for reference. It is Client’s responsibility to review the website periodically for updates to these Terms, though Provider will endeavor to notify Clients of significant changes via email or other direct communication.