Automated Business Technologies
Master Services Agreement
Thank you for trusting Automated Business Technologies (“ABT,” “we,” “us,” or “our”) to provide you with
professional information technology services. This Master Services Agreement (this “Agreement”)
governs our business relationship with you, so please read this document carefully and keep a copy for
your records.
SCOPE
a. Context. In this Agreement, references to “Client,” “you,” or “your” mean the entity who has accepted a
quote, proposal, service order, statement of work, or similar document (electronic or otherwise) from ABT.
(In this Agreement we refer collectively to these type of documents as a “Quote,” although the actual title
or caption of the service-related documents might vary.)
i. This document contains an arbitration provision that requires, under most
circumstances, disputes to be settled by arbitration and not by a judge or jury. Please read
the “Arbitration” section of this Agreement carefully. This document also contains important
provisions regarding your payment obligations, automatic renewal of ongoing services, limitations
of liability, and other significant matters; please read this document and consider those issues
carefully before accepting a Quote.
ii. This document limits or, in some cases, eliminates the liability of ABT for services that it
does not provide directly to you and/or which are provided to you by third parties (defined
as “Third Party Services” and “Third Party Providers,” below). Please read this document
and consider such limitations carefully before accepting a Quote.
b. Applicability. This is a “master” agreement and, as such, specific services are not listed in this
Agreement. Instead, the scope of our services will be as described in a Quote and/or as requested by
you, whether in writing or not, from time to time (collectively, “Services”). All other services, projects, and
related matters are out-of-scope and will not be provided to you unless we expressly agree to do so
(collectively, “Out of Scope Services”). In addition to a Quote, many of the Services, as well as all policies
and procedures governing all Services we provide or facilitate, are defined, clarified, and governed under
an additional document that we will refer to in this Agreement as a “Services Guide.” Please read both the
Quote and the Services Guide before accepting the Quote. If you have any questions about either of
those documents or this Agreement, please do not sign the Quote and, instead, contact us for more
information.
c. Version. Each Quote will be governed under the version of this Agreement in place on the date that
you accept the Quote. We may change this Agreement from time to time, and modified versions of this
Agreement will apply to Quotes that you accept after the date of such modifications. You can determine
the version of this Agreement by noting the “last updated” date indicated at the bottom of this document.
We advise you to keep a copy of this document and keep track of the date indicated below when you
accept a Quote.
d. Conflicts. The provisions of a Quote govern over conflicting or materially different terms contained in
this Agreement and the Services Guide, which allows us to craft solutions to meet your needs by making
applicable changes in the Quote. Conflicting language between the Services Guide and this Agreement
will be interpreted in favor of the Services Guide.e. Third Party Providers/Services. Some services may be provided to you directly by our personnel,
such as situations in which our personnel install software agents on managed devices or physically install
equipment at your premises. These services are distinguishable from services that are provided to you or
us by third party providers, who are often referred to in the industry as “upstream providers.” (In this
Agreement, we call upstream providers “Third Party Providers” and the services that Third Party
Providers provide are called “Third Party Services”). By way of example, Third Party Services may include
help desk services, malware detection and remediation services, firewall and endpoint security-related
services, backup and disaster recovery solutions, and the provision of software used to monitor the
managed part of your network, among others.
i. Selection. As your managed information technology provider, we will select the Third Party
Providers that provide services appropriate for your managed information technology
environment (the “Environment”) and facilitate the provision of those Third Party Services to
you. Not all Third Party Services will be expressly identified as being provided by a Third Party
Provider. We reserve the right to change Third Party Providers in our sole discretion as long as
the change does not materially diminish the Services we are obligated to provide or facilitate
under a Quote.
ii. Reseller. We are resellers and/or facilitators of the Third Party Services and do not provide
those services to you directly. For this reason, we are not and cannot be responsible for
any defect, act, omission, or failure of any Third Party Service or any failure of any Third
Party Provider. Third Party Services are provided on an “as only. If an issue requiring
remediation arises with a Third Party Service, then we will endeavor to provide a reasonable
workaround or, if available, a “temporary fix” for the situation; however, we do not warrant or
guarantee that any particular workaround or fix will be available or achieve any particular result,
or that Third Party Services will run in an uninterrupted or error-free manner.
IMPLEMENTATION
a. Advice; Instructions. We may offer you specific advice and directions related to the
Services (“Advice”). For example, our Advice may include increasing server or hard drive
capacity, increasing CPU power, replacing obsolete equipment, or requesting that you
refrain from engaging in acts that disrupt the Environment or that make the Environment
less secure. You are strongly advised to promptly follow our Advice which, depending on the
situation, may require you to make additional purchases or investments in the Environment at
your sole cost. We are not responsible for any problems or issues, including but not limited to
downtime or security-related issues, caused by or related to your failure to follow our Advice
promptly. If, in our reasonable discretion, your failure to follow our Advice makes part or all the
Services economically or technically unreasonable or impracticable to provide or facilitate, then
we may provide you with no less than ten (10) days to remediate the issue(s). If the issues
continue to exist after this ten (10) day period, then we may, at our discretion terminate the
applicable Services For Cause (explained below) by providing notice of termination to you or,
alternatively, we may adjust the scope of the Quote to exclude any impacted or affected portion
of the Environment. Unless specifically and expressly stated in writing by us (such as in a
Quote), any services required to remediate issues caused by your failure to follow our Advice, or
your unauthorized modification of the Environment, as well as any services required to bring the
Environment up to or maintain the Minimum Requirements (defined below), are out-of-scope.
i. Co-Management. Co-Managed situations occur when we are providing the Services
alongside another IT vendor, IT manager/department, or a third party solution provider that
is providing different, complementary, or overlapping services (“Co-Managed Situations”).
An internal IT Department would be an example of a co-managed provider, and in this
Agreement we refer to such other vendors, managers/departments, and third party
providers as “Co-Managed Providers”.1. In Co-Managed Situations where our Services conflict with the services provided or
facilitated by a Co-Managed Provider, we will endeavor to implement our Services in an
efficient and effective manner; however, we will not be responsible for any delay or
inability to provide or facilitate the Services due to a Co-Managed Provider’s omissions
or activities. If a Co-Managed Provider’s actions conflict with our Services or undermine
the integrity or effectiveness of our Services, we attempt to reconcile the issue(s) with
the Co-Managed Provider. If reconciliation is not achieved and/or cannot be agreed
upon, then we will yield to the Co-Managed Provider’s determination and bring that
situation to your attention. In Co-Managed Situations, Client hereby agrees to indemnify
and hold us harmless from and against any and all Environment-related issues, errors,
downtime, exploitations, and/or vulnerabilities (collectively, “Environment Issues”), as
well as any damages, expenses, costs, fees, charges, occurrences, obligations, claims,
and causes of action arising from Environment Issues, where the Environment Issues
cannot directly and unambiguously be traced back to any wrongdoing by ABT.
2. If the termination, suspension, or reduction of a Co-Managed Provider’s services
results in an immediate and urgent need for replacement services (i.e., mission-critical
substitute services for those that were impacted by the Co-Managed Provider’s
absence, “Additional Services”), we may provide you with written notice of our intent to
undertake the Additional Services, which notice will include a fee estimate and starting
date that will not be earlier than 5 days after delivery of the notice. If you do not object
to our proposed Additional Services, then the Additional Services will go into effect as
of the date indicated in the notice, and your monthly invoices will be adjusted as stated
in the notice. Additional Services will run coterminous with the Services; however, you
may terminate the Additional Services at any time by providing us with thirty (30) days
advance written notice of termination.
ii. Prioritization. All Services will be implemented and/or facilitated (as applicable) in a
scheduled and prioritized manner as we determine reasonable and necessary. Exact
commencement or start dates may vary or deviate from the dates we state to you depending
on the Services being provided and the extent to which prerequisites (if any), such as
transition or onboarding activities, must be completed.
iii. Modifications. To avoid a delay or negative impact on the Services, we strongly recommend
that you refrain from modifying or moving the Environment, or installing software in the
Environment, unless we expressly authorize such activity. In all situations (including those
in which we are co-managing an Environment with your Co-Managed Provider as described
above), we will not be responsible for changes to the Environment that are not authorized by
us or any issues or errors that arise from those changes.
b. Third Party Support. If, at our discretion, a hardware or software issue requires vendor or OEM
support, we may contact the vendor or OEM (as applicable) on your behalf and invoice you for all fees
and costs involved in that process (“OEM Fees”). If OEM Fees are anticipated in advance, we will
endeavor to obtain your permission before incurring such expenses on your behalf unless exigent
circumstances require us to act otherwise. We do not warrant or guarantee that the payment of OEM
Fees will resolve any particular problem or issue, and it is understood that the resolution process can
sometimes require the payment of OEM Fees to narrow (or potentially eliminate) potential issues.
c. Authorized Contact(s). We will be entitled to rely on any directions or consent provided by your
personnel or representatives who you designate to provide such directions or consent (“Authorized
Contacts”). If no Authorized Contact is identified in an applicable Quote or if a previously identified
Authorized Contact is no longer available to us, then your Authorized Contact will be the person (i) who
accepted the Quote, and/or (ii) who is generally designated by you during our relationship to provide us
with direction or guidance. We will be entitled to rely upon directions and guidance from your Authorized
Contact until we are affirmatively made aware of a change of status of the Authorized Contact. If your
change is provided to us in writing (physical document or by email), then the change will be implemented
within two (2) business days after the first business day on which we receive your change notice. If yourchange notice is provided to us in person or by telephone (live calls only), the change will be implemented
on the same business day on which the conversation takes place. Do not use a ticketing system or help
desk request to notify us about the change of an Authorized Contact; similarly, do not leave a recorded
message informing us of a change to your Authorized Contact. We reserve the right but not the obligation
to delay the Services until we can confirm the Authorized Contact’s authority within your organization.
d. Access. You hereby grant to us and our designated Third Party Providers the right to monitor,
diagnose, manipulate, communicate with, retrieve information from, and otherwise access the
Environment solely as necessary to enable us or those providers, as applicable, to provide or facilitate the
Services. Depending on the Service, we may be required to install one or more software agents into the
Environment through which such access may be enabled. It is your responsibility to secure, at your own
cost and prior to the commencement of any Services, any necessary rights of entry, licenses (including
software licenses), permits or other permissions necessary for ABT or applicable Third Party Providers to
provide or facilitate the Services to you. Proper and safe environmental conditions must always be
provided and assured by you. ABT shall not be required to engage in any activity or provide or facilitate
any Services under conditions that pose or may pose a safety or health concern to any personnel, or that
would require extraordinary or non-industry standard efforts to achieve.
e. Ongoing Requirements. Everything in the Environment must be genuine and licensed, including all
hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such
proof. If we require certain minimum hardware or software requirements (“Minimum Requirements”), you
agree to implement and maintain those Minimum Requirements as an ongoing requirement of us
providing the Services to you.
f. Response. Our response to issues relating to the Services will be handled in accordance with the
provisions of the Quote or, if applicable, Services Guide. In no event will we be responsible for delays in
our response or our provision of Services during (i) those periods of time covered under the Transition
Exception (defined below), or (ii) periods of delay caused by Scheduled Down Time, Client-Side
Downtime, Vendor-Side Downtime (all defined below). or (iii) periods in which we are required to suspend
the Services to protect the security or integrity of the Environment or our equipment or network, or (iv)
delays caused by a force majeure event.
i. Scheduled Downtime. For the purposes of this Agreement, Scheduled Downtime means the
period of downtime during which we perform scheduled maintenance or adjustments to the
Environment or to our network or systems. Scheduled Downtime will generally not occur
Monday through Friday between the hours of 9:00 AM and 5:00 PM (local time in your
jurisdiction) without your authorization or unless exigent circumstances require us to
perform emergency maintenance or related activities. We will use our best efforts to provide
you with at least twenty-four (24) hours of notice prior to Scheduled Downtime.
ii. Client-Side Downtime. We will not be responsible under any circumstances for any delays or
deficiencies in the provision of, or access to, the Services to the extent that such delays or
deficiencies are caused by your actions or omissions, or by your Co-Managed Provider’s
acts or omissions (“Client-Side Downtime”). Client-Side Downtime includes, but is not
limited to, any period during which we require your participation, or we require information,
directions, or authorization from you but cannot reach your Authorized Contact(s).
iii. Vendor-Side Downtime. We will not be responsible under any circumstances for any delays
or deficiencies in the provision of, or access to, the Services or any expenses or costs to the
extent that such delays, deficiencies, costs, or expenses are caused by Third Party
Providers, third party licensors, or “upstream” service or product vendors.
iv. Transition Exception. You acknowledge and agree that for the first forty-five (45) days
following the commencement date of any Service, as well as the entirety of any period during
which we are performing offboarding-related services (e.g., assisting you in the transition of
the Services to another provider, terminating a service, etc.), any response time
commitments previously provided to you will not apply to us, and it is understood that theremay be unanticipated downtime or delays related to those activities (the “Transition
Exception”).
FEES; PAYMENT
a. Fees. You agree to pay the fees, costs, and expenses charged by us for the Services in accordance
with the amounts, methods, restrictions, and schedules described in each Quote and the Services Guide
(“Fees”).
i. In addition to the Fees, you are responsible for any miscellaneous costs and expenses (not
to exceed $250/month without your prior consent) that we incur in providing or facilitating
the Services to you (“Miscellaneous Expenses”). Miscellaneous Expenses will generally
appear as a line-item entry on your invoice(s) and may include, for example, small device
purchases such as delivery/postal/courier costs, data migration tools, and
registration/service initiation fees charged by Third Party Providers.
ii. You are responsible for all freight, insurance, and taxes (including but not limited to import or export
duties, sales, use, value add, and excise taxes). If you qualify for a tax exemption, you must provide
us with a valid certificate of exemption or other appropriate proof of exemption.
iii. We reserve the right to increase the fees, without prior notice to you and retroactively (if applicable),
to accommodate increases in the number of authorized users, covered devices, and/or additional
Client sites receiving the Services that are detected but were not previously billed to you by ABT
b. Nonpayment. Fees that remain unpaid for more than thirty (30) days when due will be subject to
interest on the unpaid amount(s) from the due date until and including the date payment is received, at
the lower of either 1.5% per month or the maximum allowable rate of interest permitted by applicable law.
We reserve the right, but not the obligation, to suspend part or all the Services without prior notice to you
if any portion of undisputed fees are not timely paid. Monthly or recurring charges (if applicable) will
continue to accrue during any period of suspension. Notice of disputes related to Fees must be received
by us within sixty (60) days after the date on which an applicable invoice is delivered to you, otherwise
you waive your right to dispute the Fee thereafter. We reserve the right to charge a reasonable reconnect
fee (of no more than 10% of your monthly recurring fees or the actual amounts that Third Party Providers
charge to reconnect the services, whichever is greater) if we suspend the Services due to your
nonpayment.
c. Minimum Monthly Fees. The initial Fees indicated in the Quote for recurring services are the
minimum monthly fees (“MMF”) charged to you during the term. You agree that the amounts paid by you
under the Quote will not drop below the MMF regardless of the number of users or devices to which the
Services are directed or applied, unless we agree to the reduction.
d. Increases. We reserve the right to increase our monthly recurring fees by reflecting the increase on
your monthly invoices; provided, however, if a single increase in a calendar year or all such increases, in
the aggregate, in a calendar year is/are more than five percent (5%) of the fees charged for the same
Services in the prior calendar year, then you will be provided with a sixty (60) day opportunity to terminate
the Services by providing us with written notice of termination (“Termination Option Period”). If you timely
terminate the Services during the Termination Option Period, you will be responsible for the payment of
all fees that accrue up to the termination date and all pre-approved, non-mitigatable expenses that we
incurred in our provision of the Services through the date of termination (such as “per seat licensing
costs”, as discussed below). Your continued acceptance or use of the Services after the Termination
Option Period will indicate your acceptance of the increased fees. Pass Through Increases (described
below), as well as any fee increases due to the addition of managed devices, users, or Environment
modification(s) are independent of any increases to our monthly recurring fees and will not be included in
the five percent calculation described in this paragraph.e. Pass Through Increases. We reserve the right to pass through to you any incremental increases in
the costs and/or fees for Third Party Services (“Pass Through Increases”). Since we do not control Third
Party Providers or Third Party Services, we cannot predict whether such price increases will occur.
Should they occur, we will endeavor to provide you with as much advance notice as reasonably possible.
f. Method of Payments. The fees listed in a Quote assume that all payments will be paid in cash by
electronic transfer (i.e., ACH). If you desire to pay by credit card, then we reserve the right to charge
a convenience fee equal to the actual costs we incur to accept your credit card, which will not be
more than four percent (4%) of the amount invoiced. When enrolled in an ACH payment processing
method, you authorize us to electronically debit your designated checking or savings account for any
payments due under the Quote. This authorization will continue until otherwise terminated in writing by
you. We will apply a $20.00 service charge (or the maximum amount permitted by law, whichever is less)
to your account for any electronic debit that is returned unpaid due to insufficient funds or due to your
bank’s electronic draft restrictions.
g. Expenses. Any costs or expenses that we incur while providing the Services during a national, state,
or local emergency or during a period in which there are fuel, manpower, or other national or local
shortages (“State of Emergency”) will be invoiced and payable by you. By way of example, such
expenses may include incremental increases in the cost of gasoline or electrical power, or the purchase
of health or safety equipment reasonably necessary to provide or facilitate the Services to you.
LIMITED WARRANTIES; LIMITATIONS OF LIABILITY
a. Hardware / Software Purchases. All equipment, machines, hardware, software, peripherals, or
accessories purchased through ABT (“Third Party Products”) are generally nonrefundable once the item
is ordered from ABT’s third-party provider or reseller. If you desire to return a Third Party Product, then
the third-party provider’s or reseller’s return policies will apply. We do not guarantee that Third Party
Products will be returnable, exchangeable, or that re-stocking fees can or will be avoided, and you agree
to be responsible for paying all re-stocking or return-related fees charged by the third-party provider or
reseller. We will use reasonable efforts to assign, transfer and facilitate all warranties (if any) and service
level commitments (if any) for the Third Party Products to you, but will have no liability whatsoever for the
quality, functionality, or operability of any Third Party Products, and we will not be held liable as an insurer
or guarantor of the performance, uptime or usefulness of any Third Party Products. You will be
responsible for all fees and costs (if any) charged for warranty-related service. All Third Party Products
are provided “as is” and without any warranty whatsoever as between ABT and you (including but not
limited to implied warranties).
b. Liability Limitations. This paragraph limits the liabilities arising from the Services and is a
bargained-for and material part of our business relationship with you. You acknowledge and agree
that ABT would not provide any Services, or enter into any Quote or this Agreement, unless ABT could
rely on the limitations described in this paragraph. In no event will either party be liable for any indirect,
special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for
fees due and owing to ABT), savings, or other indirect or contingent event-based economic loss arising
out of or in connection with the Services, this Agreement, any Quote, or for any breach hereof or for any
damages caused by any delay in furnishing Services under this Agreement or any Quote, even if a party
has been advised of the possibility of such damages; however, amounts you owe us under this
Agreement, reasonable attorneys’ fees awarded to a prevailing party (as described below), your
indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision
of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a
responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for
damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s),
that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort,
indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and
direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses,
hardware, etc.) to ABT for the specific Service upon which the applicable claim(s) is/are based during the
six (6) month period immediately prior to the date on which the cause of action accrued, or $10,000, orthe amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater.
The parties agree that only one of the foregoing financial remedies may be selected by an
Aggrieved Party and once selected, the selected remedy shall be the sole financial remedy
available to the Aggrieved Party to the exclusion of all other remedies. The foregoing limitations
shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the
limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the
extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross
negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim
is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, gross negligence, or
to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable)
the Claims. Under no circumstances shall ABT have any liability for any claims or causes of action arising
from or related to Out of Scope Services.
c. Waiver of Liability for Admin/Root Access. We strongly advise you to refrain from providing
administrative (or “root”) access to the Environment to any party other than ABT, as such access by any
person other than a ABT employee could make the Environment susceptible to serious security and
operational issues caused by, among other things, human error, hardware/software incompatibility,
malware/virus attacks, and related occurrences. If you request or require us to provide any non-ABT
personnel (i.e., non-ABT employees, Co-Managed Providers, etc.) with administrative or root access to
any portion of the Environment, then you hereby agree to indemnify and hold us harmless from and
against any and all Environment-related issues, downtime, exploitations, and/or vulnerabilities, as well as
any damages, expenses, costs, fees, charges, occurrences, obligations, claims, and causes of action
(collectively “Claims”) arising from or related to any activities that occur, may occur, or were likely to have
occurred in or through the Environment at an administrative or root level, as well as any issues,
downtime, exploitations, vulnerabilities, or Claims that can reasonably be traced back or connected to
activities occurring at the administrative or root level (“Activities”) in the Environment provided, of course,
that such Activities were not performed or authorized in writing by ABT. ABT’s business records shall be
final and determinative proof of whether any Activities were performed or authorized in writing by ABT.
d. Waiver of Liability for Legacy Devices. As used herein, “Legacy Device” means a piece of
equipment, device, hardware, or software that is outdated, obsolete, incompatible with industry-
standards, and/or no longer supported by its original manufacturer. Legacy Devices may cause
vulnerabilities in your network, or they may fail from time to time or cause other parts or processes of the
Environment to operate improperly or (in some cases) fail. Neither we nor any Third Party Provider will be
responsible for the remediation of issues arising from or related to the existence or use of Legacy Devices
in the Environment, and we and our Third Party Providers will be held harmless from and against all
issues, claims, and causes of action arising from or related to the existence or use of Legacy Devices in
the Environment. Any advice, guidance, or service that we provide or facilitate for a Legacy Device is an
accommodation, not a contractual obligation, and does not create any guarantee, warranty, or further or
continuing duty by us to support, facilitate or provide services to such device(s). We will not be liable
under any circumstances for any issues (including but not limited to downtime or vulnerabilities) that arise
from or relate to Legacy Devices. We strongly advise you to review your company’s insurance policies to
determine the extent to which the existence of Legacy Devices in the Environment would create an
exclusion of insurance coverage in the event of a security-related incident.
INDEMNIFICATION
Each party (an “Indemnifying Party”) agrees to indemnify, defend, and hold the other party (an
“Indemnified Party”) harmless from and against all losses, damages, costs, expenses, or liabilities,
including reasonable attorneys’ fees, (collectively, “Damages”) that arise from, or are related to, the
Indemnifying Party’s breach of this Agreement. The Indemnified Party will have the right, but not the
obligation, to control the intake, defense and disposition of any claim or cause of action for which
indemnity may be sought under this section. The Indemnifying Party shall be permitted to have counsel of
its choosing participate in the defense of the applicable claim(s); however, (i) such counsel shall be
retained at the Indemnifying Party’s sole cost, and (ii) the Indemnified Party’s counsel shall be the
ultimate determiner of the strategy and defense of the claim(s) for which indemnity is provided. No claimfor which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Party’s prior
written consent, which shall not be unreasonably delayed or withheld.
TERM; TERMINATION
Please note: This section contains important provisions relating to the automatic renewal of
managed services; please review this section, as well as the terms of your Quote, carefully. There
are several dates of which you should be aware, including the effective/termination dates of this
Agreement and the effective/termination dates of the Services under a Quote. Each Quote will have its
own term and will be terminated only as provided in this Agreement or as provided in the Quote or
Services Guide.
a. This Agreement. This Agreement applies to all Services and is effective as of the date on which we
provide or facilitate a Service to you or on the date on which you accept a Quote, whichever is earlier.
This Agreement will terminate automatically (i) if you or we terminate this Agreement For Cause, or (ii)
thirty (30) days after the last date on which we have provided the Services to you.
b. Term. The term of the Services is for 3 (three) Years – unless otherwise specifically stated in the
stated Quote. Also, Unless otherwise expressly stated in the Quote, the Services in each Quote
automatically renew.
c. Termination Without Cause.
(i) During the first year of the initial three-year term, this Agreement and any Quote may only be
terminated for cause as provided in Section (d) below.
(ii) After completion of the first year of the initial term, either party may terminate this Agreement
or any Quote without cause upon [30 OR 60] days’ prior written notice (email notice to the last
known email address is sufficient). Upon termination without cause after year one, you shall be
responsible for payment of all fees accrued through the effective termination date only, and shall
have no further payment obligations for the remaining term.
d. Termination For Cause. In the event that one party commits a material breach, the non-breaching
party will have the right to terminate the Services under the relevant Quote upon (i) written notice of the
specific details of the breach, and (ii) the breaching party’s failure to cure within twenty (20) days (ten (10)
days for non-payment by Client).
e. Client Activity as a Basis for Termination. If you or any of your staff, personnel, contractors, or
representatives engages in any unacceptable act or behavior that renders it impracticable, imprudent, or
unreasonable to provide or facilitate the Services to you and the activity does not cease after we provide
notice of the issue(s) to you, then in addition to ABT’s other rights under this Agreement, ABT will have
the right upon providing you with ten (10) days prior written notice, to terminate this Agreement or the
applicable Quote For Cause.
f. Consent. You and we may mutually consent, in writing, to terminate a Quote or this Agreement at any
time.
g. Auto-Renewal. Unless otherwise expressly stated in the Quote, the term of any managed
Service that is provided to you on an ongoing and recurring basis and which is invoiced monthly
(a “Managed Service”) will, unless terminated earlier as per this Agreement, automatically renew
for contiguous terms equal to the initial term of the Managed Service unless either party notifies
the other of its intention to not renew the Managed Service in writing (email is sufficient for this
purpose) no less than thirty (30) days before the end of the then-current Managed Service term.
For the purposes of clarity, the term of non-Managed Services (such as one-time projects, break/fix
assignments, temporary, non-recurring services, etc.) is not subject to auto-renewal.h. Equipment / Software Removal. Upon termination of this Agreement or applicable Quote for any
reason, you agree to return to us all ABT-supplied equipment (such as equipment provided under a
hardware-as-a-service paradigm). If any of the equipment is missing, broken or damaged (normal wear
and tear excepted) or any ABT-supplied software is missing, we will have the right to invoice you for, and
you hereby agree to pay immediately, the full replacement value of all missing or damaged items.
i. Software Agents. Certain services may require the installation of software agents in the Environment
(“Software Agents”). Unless we expressly direct you to do so, you will not remove or disable, or attempt to
remove or disable, any Software Agents. Doing so without our guidance may make it difficult or
impracticable to remove the Software Agents, which could result in network vulnerabilities and/or the
continuation of license fees for which you will be responsible, and/or the requirement that we remediate
the situation at our then-current hourly rates, for which you will also be responsible.
j. Transition; Deletion of Data. If you request our assistance to transition away from our services, we will
provide such assistance if (i) all fees due and owing to us are paid to us in full prior to ABT providing its
assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front
amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that
the retrieval and provision of configuration and/or administrative passwords, log files, administrative
server information, or conversion of data are transition services, and are subject to the preceding
requirements. You also understand and agree that any software configurations that we custom create or
program for you are our proprietary information and shall not be disclosed to you under any
circumstances. Unless otherwise expressly stated in a Quote or Services Guide or prohibited by
applicable law, we will have no obligation to store or maintain any Client data in our possession or
control following the termination of this Agreement or the applicable Services.
CONFIDENTIALITY
a. Defined. Confidential Information means all non-public information provided by one party (“Discloser”)
to the other party (“Recipient”), including but not limited to customer-related data, customer lists, internal
documents, internal and related information. Confidential Information will not include information that: (i)
has become part of the public domain through no act or omission of the Recipient, (ii) was developed
independently by the Recipient, or (iii) is or was lawfully and independently provided to the Recipient prior
to disclosure by the Discloser, from a third party who is not and was not subject to an obligation of
confidentiality or otherwise prohibited from transmitting such information.
b. Use. The Recipient will keep the Confidential Information it receives fully confidential and will not use
or disclose such information to any third party for any purpose except (i) as expressly authorized by the
Discloser in writing, or (ii) as needed to fulfill its obligations under this Agreement, or (iii) as required by
any law, rule, or industry-related regulation.
c. Due Care. The Recipient will exercise the same degree of care with respect to the Confidential
Information it receives from the Discloser as it normally takes to safeguard and preserve its own
confidential and proprietary information, which in all cases will be at least a commercially reasonable level
of care.
d. Compelled Disclosure. If a Recipient is legally compelled (whether by deposition, interrogatory,
request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the
Confidential Information, and provided that it is not prohibited by law from doing so, that Recipient will
immediately notify the Discloser in writing of such requirement so that the Discloser may seek a protective
order or other appropriate remedy and/or waive the Recipient’s compliance with the provisions of this
Section. Failing the entry of a protective order or the receipt of a waiver hereunder, the Recipient may
disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that
the Recipient has been advised, by written opinion from its counsel (which shall be shared with the
Discloser), that the Recipient is legally compelled to disclose. To the extent that we are required to
expend our resources to comply with a legal requirement concerning your information (such as a
response to a subpoena or court order), then you agree to pay our then-current hourly rates for all timewe expend in that process, as well as all non-mitigatable hard costs we incur in complying with our legal
requirements.
e. Additional NDA. In our provision of the Services, you and we may be required to enter into one or
more additional nondisclosure agreements (each an “NDA”) for the protection of a third party’s
Confidential Information. In that event, the terms of the NDA will be read in conjunction with the terms of
the confidentiality provisions of this Agreement, and the terms that protect confidentiality most stringently
shall govern the use and destruction of the relevant Confidential Information. If in the normal provision of
the Services we are in receipt of or otherwise have access to personal health information (as defined in
the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), we will be your business
associate as that term is defined under HIPAA and will enter into a mutually agreeable Business
Associate Agreement.
OWNERSHIP
Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks,
copyrights, and other intellectual property owned by such party (“Intellectual Property”), and nothing in
this Agreement, any Quote, or a Services Guide conveys or grants any ownership rights or goodwill in
one party’s Intellectual Property to the other party. For the purposes of clarity, you understand and agree
that we own any software, codes, algorithms, or other works of authorship that we create while providing
the Services to you. If we provide licenses to you for third party software, then you understand and agree
that such software is licensed, and not sold, to you, and your use of that software is subject to the terms
and conditions of (i) this Agreement, (ii) the applicable Quote, (iii) written directions supplied to you by us,
and (iv) any applicable End User Agreement (defined below); no other uses of such third party software
are permitted. To the maximum extent permitted by applicable law, we make no warranty or
representation, either expressed or implied, with respect to third party software or its quality, performance,
merchantability, or fitness for a particular purpose.
ARBITRATION
Except for collections actions to recover fees due to us (“Collections”) or any amounts that qualify for
small claims court jurisdiction in our local jurisdiction, all disputes, claims, or controversies arising from or
related to this Agreement, including the determination of the scope or applicability of this agreement to
arbitrate, shall be settled by arbitration before one arbitrator who is mutually agreed upon by the parties.
There is no jury involved in arbitration, and by agreeing to arbitrate you are agreeing to waive any right
you may have to a trial by a jury. The arbitration shall be administered and conducted by the American
Arbitration Association (the “AAA”) pursuant to the AAA’s arbitration rules for commercial disputes (the
“Rules”). In the event of any inconsistency between the Rules and the procedures set forth in this
paragraph, the procedures set forth in this paragraph will control. The arbitrator will be experienced in
commercial contracts and information technology transactions. If the parties cannot agree on an arbitrator
within fifteen (15) days after a demand for arbitration is filed, the AAA shall select the arbitrator. The
arbitration shall take place in our office unless we agree to a different venue. The arbitrator will determine
the scope of discovery in the matter; however, it is the intent of the parties that any discovery proceedings
be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent.
Initially, the cost of the arbitration shall be split evenly between the parties; however, the party prevailing
in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs.
MISCELLANEOUS
a. Incident Mitigation Coverage. If an incident occurs for which you intend to apply for insurance
coverage (an “Insurable Incident”), you are advised to first notify your insurance carrier prior to requesting
that we attempt to remediate the Insurable Incident. Some insurance policies may require you to use
specific solution providers other than ABT to remediate Insurable Incidents, and the use of non-carrierapproved vendors may reduce or nullify your insurance coverage. If you request that we remediate an
Insurable Incident, then you agree that (i) our services will be billed to you, and you agree to pay for those
services, at our then-current hourly rates (unless we agree otherwise in writing), and (ii) you waive all rights
of subrogation for the Insurable Incidents and we, as well as our insurance carrier(s), will be held harmless if
our efforts negatively impact your insurance coverage.
b. Changes to Services Guide. Services, and the policies governing the implementation, facilitation, or
provision of the Services, are further described and governed under our Services Guide (described
above). We reserve the right, and you hereby agree that we are permitted, to modify our Services Guide
(and the Services themselves) from time to time and at our discretion, to accommodate changes in the
industry and relevant services required under a Quote. You will be notified of any changes that materially
and negatively impact the Services by email.
c. End User Agreements. Portions of the Services may require you to accept the terms of one or more
third party end user license agreements (EULAs), third party customer agreements, and/or third party
subscription agreements (collectively, “End User Agreements”). If the acceptance of an End User
Agreement is required for you to receive any Services, then you hereby grant us permission to
accept the applicable agreement(s) on your behalf. You may request a list of all End User Agreements
into which we have entered on your behalf by sending your written request to us (email is sufficient for
this purpose). If an End User Agreement deviates materially from industry-standards (i.e., contains terms
that are different than those generally offered by similarly situated companies to end users on an industry-
wide basis), then we will bring that situation to your attention. End User Agreements may contain service
levels, warranties and/or liability limitations different from those contained in this Agreement. You agree
to be bound by the terms of all applicable End User Agreements. If, while providing the Services, you
or we are required to comply with an End User Agreement and that agreement is modified or amended,
we reserve the right to modify or amend any applicable Quote with you to ensure your and our continued
compliance with the terms of the applicable End User Agreement.
d. Devices. You hereby represent and warrant that we are authorized to access all devices, peripherals
and/or computer processing units, including mobile devices (such as notebook computers, smart phones,
and tablet computers) that are connected to the Environment (collectively, “Devices”), regardless of
whether such Devices are owned, leased, or otherwise controlled by you. Unless otherwise stated in
writing by us, Devices managed under a Quote will not receive or benefit from the Services while the
devices are powered off, detached from, or unconnected to, the Environment. Client is strongly advised
to refrain from connecting Devices to the Environment where such devices are not previously
known to us and are not expressly covered under a managed service plan from us (“Unknown
Devices”). We will not be responsible for the diagnosis or remediation of any issues in the Environment
caused by the connection or use of Unknown Devices in the Environment, and we will not be obligated to
provide the Services to any Unknown Devices.
e. Insurance Forms. If we assist in the preparation or completion of any insurance-related forms,
questionnaires, or similar third party documentation, you understand and agree that our responses are
based on our knowledge of your managed IT environment as of the date of those responses. To the
extent that your managed IT environment has been modified by you or any third party without our
knowledge, and/or to the extent that you have circumvented, disabled, or failed to implement any features
or functions of any of the Services we provide or facilitate for you (collectively, “Unauthorized Activity”),
our responses may be incorrect or obsolete and should not be relied upon. You agree to hold us
harmless and indemnify us against any claims, expenses, and fees (including reasonable attorneys’ fees)
that we incur because of any Unauthorized Activity or the inaccuracy of our responses where such
inaccuracies arise from, or are based on, Unauthorized Activity.
f. Data on Returned Equipment. The information on equipment returned to us at the end of the Services
(such as data provided to you on a hardware-as-a-service basis) will be deleted; however, we cannot and
do not guarantee that deleted information will be rendered irrecoverable under all circumstances, and we
will not be liable for claims, issues, or incidents arising from or related to the unauthorized recovery of oraccess to data located in returned equipment. We strongly recommend that you permanently delete any
personal, confidential, and/or highly-sensitive information from such equipment before returning
equipment to us.
g. E-Waste Disposal. Any electronic parts, components, or products that we accept from you for
disposal, recycling, or reuse (“e-waste”) will be handled in accordance with all applicable laws. Depending
on the type of e-waste received, at our discretion we may deliver the e-waste to recycling centers
designated for such purpose, physical destroy the returned materials, and/or refurbish and reuse the e-
waste, provided, however, we will endeavor to erase all personal data previously installed in the e-waste
prior to placing the material(s) back into circulation. Although we will endeavor to delete all personal data
from e-waste before disposing of same, we cannot and do not guarantee that all such data will be
rendered irrecoverable under all circumstances. We will not be liable for claims, issues, or incidents
arising from or related to the unauthorized recovery of or access to data located in e-waste. For that
reason, we strongly recommend that you permanently delete any personal, confidential, and/or highly-
sensitive information from all e-waste before providing e-waste to us.
h. Title to Purchased Hardware. Title to hardware, devices, or accessories purchased through us
(“Purchased Hardware”) will not pass to Client until we have received, in full, all applicable fees for the
Purchased Hardware. Notwithstanding the foregoing, upon Client’s receipt (at its delivery location) or
possession of the Purchased Hardware, regardless of whether all purchase-related fees have been paid,
Client is fully responsible for all risk of loss and/or damage to the Purchased Hardware.
i. Compliance; No Legal Advice. Unless otherwise expressly stated in a Quote, the Services are not
intended, and will not be used, to bring you into full regulatory compliance with any rule, regulation, or
requirement that may be applicable to your business or operations. Depending on the Services provided,
the Services may aid your efforts to fulfill regulatory compliance; however, unless otherwise explicitly
stated in the Quote, the Services are not (and should not be used as) a compliance solution. Neither the
results of any Service nor any proposed or suggested remediation, action, or response plan (“Plan”) are
legal advice and shall not be construed as such. Client is responsible for obtaining its own legal
representation related to any of Client’s industry, regulatory, and/or statutory-related requirements
(“Applicable Laws”). Client is advised to consult its own legal resources before relying on any advice or
recommendations made by ABT that pertain to or impact Applicable Laws. Client understands that any
Plan provided to Client will be based on the status of the applicable rules/laws in place at the time that the
Plan is delivered, and subsequent changes to the status or content of any applicable laws/rules may
render the Plan obsolete.
i) Compliance-as-a-Service. If you subscribe to a compliance-as-a-service (“CaaS”) or similar
type of service (as indicated in a Quote), then you understand and agree (a) you must provide
full, complete, and accurate information to us and/or our designated Third Party CaaS provider,
(b) the CaaS-related instructions and recommendations only apply to your business as of the
date that such instructions and recommendations (“CaaS Results”) are provided. Subsequent
changes in relevant law may render the CaaS Results inaccurate or obsolete, in which event
you would be required to update or re-enroll in CaaS services, at your cost, to ensure continued
compliance.
j. Disclosure. You warrant and represent that you know of no law or regulation governing your business
that would impede or restrict our provision of the Services, or that would require us to register with, or
report our provision of the Services (or the results thereof), to any government or regulatory authority.
You agree to promptly notify us if you become subject to any of the foregoing which, in our discretion,
may require a modification to the scope or pricing of the Services. Similarly, if you are subject to
responsibilities under any applicable privacy law (such as HIPAA), then you agree to identify to us any
data or information subject to protection under that law prior to providing such information to us or, as
applicable, prior to giving us access to such information.k. No Fiduciary. The scope of our relationship with you is limited to the specific Services provided to you;
no other relationship, fiduciary or otherwise, exists or will exist between us. If, by operation of law, a
fiduciary relationship is imposed or presumed for out-of-scope services, you hereby waive that
relationship and any fiduciary obligations thereunder.
l. Virtual Security.
You understand and agree that no security solution is one hundred percent effective. The following duties
apply only to systems ABT has been granted access to – ABT isn’t responsible for securing systems
outside that scope:
1. MFA – ABT must enable MFA at the platform/tenant level wherever it has admin access
(e.g., Microsoft 365), must notify Client in writing of any platform where MFA is available
but not enabled, and must assist employees with enrollment guidance. Individual
enrollment stays on each employee, but the platform configuration obligation is ABT’s.
2. Access Controls & Permissions – ABT must apply least-privilege principles to all
access configurations it manages and flag any deviations from best practices in writing.
3. Security Configuration Reviews – Annual (or more frequent) reviews of the Managed
Security Environment with written findings and recommendations.
4. Phishing & Employee Awareness – ABT must advise on known or emerging phishing
threats relevant to Client’s environment, and deploy awareness training if included in the
Quote.
5. Incident Notification – ABT must notify the Authorized Contact within 24 hours of
discovering any actual or suspected security incident or material vulnerability.
m. Physical Security. You agree to implement and maintain reasonable physical security for all
managed hardware and related devices in your physical possession or control. Such security measures
should include (i) physical barriers, such as door and cabinet locks, designed to prevent unauthorized
physical access to protected equipment, (ii) an alarm system to mitigate and/or prevent unauthorized
access to the premises at which the protected equipment is located, (iii) fire detection and retardant
systems, and (iv) periodic reviews of personnel access rights to ensure that access policies are being
enforced, and to help ensure that all access rights are correct and promptly updated.
n. Updates. Patches and updates to hardware and software (“Updates”) are created and distributed by
third parties—such as equipment or software manufacturers—and may be supplied to us from time to
time for installation into the Environment. If Updates are provided to you as part of the Services, we will
implement and follow the manufacturers’ recommendations for the installation of Updates; however, (i) we
do not warrant or guarantee that any Update will perform properly, (ii) we will not be responsible for any
downtime or losses arising from or related to the installation, use, or inability to use any Update, (iii) we
will not be responsible for the remediation of any device or software that is rendered inoperable or non-
functional due to the Update, and (iv) we reserve the right, but not the obligations, to refrain from installing
an Update until we have determined, in our reasonable discretion, that the Updates will be compatible
with the configuration of the Environment and materially beneficial to the features or functionality of the
affected software or hardware.
o. No Poaching. Each party acknowledges and agrees that during the term of this Agreement and for a
period of one (1) year following termination, neither party will directly solicit or recruit any employee of the
other party with whom they have had direct and ongoing working contact during the term of this
Agreement (“Restricted Employee”). This provision shall not apply to (i) general solicitations or job
postings not specifically directed at a Restricted Employee, or (ii) any Restricted Employee who
independently and without solicitation applies for employment or engagement. In the event of a violation
of this provision, the breaching party’s maximum liability for liquidated damages shall not exceed an
amount equal to one (1) year of the applicable monthly recurring service fees under the then-current
Quote, and in no event shall Client be liable for any salary or compensation of an ABT employee who
independently joins or is retained by a third-party organization that Client subsequently engages forservices.
p. Collections. If we are required to send your account to Collections or to start any Collections-related
action to recover undisputed fees, we will be entitled to recover all costs and fees we incur in the
Collections process including but not limited to reasonable attorneys’ fees and costs.
q. Assignment. Neither this Agreement nor any Quote may be assigned or transferred by a party without
the prior written consent of the other party. This Agreement will be binding upon and inure to the benefit
of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding
the foregoing, a party may assign its rights and obligations hereunder to a successor in ownership in
connection with any merger, consolidation, or sale of substantially all of the assets of its business or any
other transaction in which ownership of more than fifty percent (50%) of its voting securities are
transferred; provided, however, that the assignee expressly assumes, in writing, the assignor’s
obligations hereunder.
r. Amendment. This Agreement and any Quote may be amended only by a written document (email or
similar electronic documents are sufficient for this purpose) that is initiated by us, and that specifically
refers to this Agreement or the Quote being amended and is affirmatively accepted in writing (email or
electronic signature is acceptable) by you.
s. Time Limitations. The parties mutually agree that, unless otherwise prohibited by law, any action for
any matter arising out of or related to any Service (except for issues of nonpayment by Client) must be
commenced within six (6) months after the cause of action accrues or the action is forever barred.
t. Severability. If any provision in this Agreement, any Quote, or the Services Guide is declared invalid by
a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity or
unenforceability so that the remainder of that provision and all remaining provisions will be valid and
enforceable to the fullest extent permitted by applicable law.
u. Other Terms. We will not be bound by any terms or conditions printed on any purchase order, invoice,
memorandum, or other written communication supplied by you unless we have expressly acknowledged
the other terms and, thereafter, expressly and specifically accepted such other terms in writing.
v. No Waiver. The failure of either party to enforce or insist upon compliance with any of the terms and
conditions of this Agreement, the temporary or recurring waiver of any term or condition of this
Agreement, or the granting of an extension of the time for performance, will not constitute an Agreement
to waive such terms with respect to any other occurrences.
w. Merger. This Agreement coupled with the Quote and the Services Guide sets forth the entire
understanding of the parties and supersedes all prior agreements, arrangements or understandings
related to the Services; however, any payment obligations that you have or may have incurred under any
prior or superseded agreement are not nullified by this Agreement and remain in full force and effect. No
representation, promise, inducement, or statement of intention has been made by either party which is
not embodied herein. We will not be bound by any of our agents’ or employees’ representations,
promises or inducements unless they are explicitly set forth in this Agreement or in a Quote or Services
Guide. Marketing materials and promotional information available at our website (including but not
limited to Service descriptions, potential results, customer endorsements, etc.) are for illustrative
or educational purposes only and are not intended to create, and will not be interpreted as
creating, additional duties, requirements, service levels, or promises or guarantees of specific
Services or specific results.
x. Force Majeure. Neither party will be liable to the other party for delays or failures to perform its
obligations because of circumstances beyond such party’s reasonable control. Such circumstances
include, but will not be limited to, any intentional or negligent act committed by the other party, or any acts
or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot,sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in
transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or
virus-related incidents that circumvent then-current anti-virus or anti-malware software, and acts of God.
y. Survival. The provisions contained in this Agreement that by their context are intended to survive
termination or expiration of this Agreement will survive. If any provision in this Agreement is deemed
unenforceable by operation of law, then that provision shall be excised from this Agreement and the
balance of this Agreement shall be enforced in full.
z. Governing Law; Venue. This Agreement will be governed by, and construed according to, the laws of
the state of Colorado. You hereby irrevocably consent to the exclusive jurisdiction and venue of the
county in which Client’s principal office is located for all non-arbitrable claims and causes of action arising
under this Agreement.
aa. No Third Party Beneficiaries. The Parties have entered into this Agreement solely for their own
benefit. They intend no third party to be able to rely upon or enforce this Agreement or any part of this
Agreement.
bb. Usage in Trade. It is understood and agreed that no usage of trade or other regular practice or
method of dealing between the Parties to this Agreement will be used to modify, interpret, or supplement
in any manner the terms of this Agreement.
cc. Notices; Writing Requirement. Where notice is required to be provided to a party under this
Agreement, such notice may be sent by postal mail, overnight courier, or email as follows: notice will be
deemed delivered three (3) business days after being deposited in postal mail, first class mail, certified or
return receipt requested, postage prepaid, or one (1) day following delivery when sent by FedEx, DHL, or
other overnight courier, or one (1) day after notice is delivered by email. Notice sent by email will be
sufficient only if the message is sent to the last known email address of the recipient or such other email
address that is expressly designated by the recipient for the receipt of legal notices. All electronic
documents and communications between the parties, including email, will satisfy any “writing”
requirement under this Agreement.
dd. Independent Contractor. ABT is an independent contractor, and is not your employer, employee,
partner, or affiliate.
ee. Contractors. Should we elect to use contractors to provide onsite services to you (such as the
installation of equipment or the installation of software on local devices), we will guarantee that work as if
we performed that work ourselves. For the purposes of clarity, you understand and agree that Third Party
Services are resold to you and, therefore, are not contracted or subcontracted services; and Third Party
Providers are not our contractors or subcontractors.
ff. Data & Service Access. Some of the Services may be provided by persons outside of the United
States and/or your data may occasionally be accessed, viewed, or stored on secure servers located
outside of the United States. You agree to notify us if your company requires us to modify these standard
service provisions, in which case additional (and potentially significant) costs will apply.
gg. Access Licensing. One or more of the Services may require us to purchase certain “per seat” or “per
device” licenses (often called “Access Licenses”) from one or more Third Party Providers. (Microsoft “New
Commerce Experience” licenses as well as Cisco Meraki “per device” licenses are examples of Access
Licenses.) With very limited exceptions, Access Licenses cannot be canceled once they are purchased
and often cannot be transferred to any other customer. For that reason, you understand and agree
that regardless of the reason for termination of the Services, fees for Access Licenses are non-
mitigatable and you are required to pay for all applicable Access Licenses in full for the entire
term of those licenses. Provided that you have paid for the Access Licenses in full, you will be permitted
to use those licenses until they expire.hh. Critical Vendor Status. If you declare bankruptcy, or there is an assignment for the benefit of
creditors, then you agree that we are a “critical vendor” and you will take all steps necessary to have us
designated as a “critical vendor” entitled to payment and all other statuses and priorities afforded to any of
your other critical vendors.
ii. Counterparts. The parties intend to sign, accept and/or deliver any Quote, this Agreement, or any
amendment in any number of counterparts, and each will be deemed an original and all of which, when
taken together, will be deemed to be one agreement. Each party may sign, accept, and/or deliver any
Quote, this Agreement, or any amendment electronically (e.g., by digital signature and/or electronic
reproduction of a handwritten signature) or by reference (as applicable).
Last Updated: September 2026