Master Service Agreement

a) SCOPE OF SERVICES RENDERED

This is a "Master" agreement, and as such, it does not enumerate specific services. Rather, any specific services to be rendered or facilitated will be defined in a Proposal (collectively referred to as "Services"). Our obligations to you are strictly limited to the services expressly set forth in a Proposal; any other services, projects, or related matters are deemed out of scope and will not be provided unless expressly agreed to in writing (collectively referred to as "Out of Scope Services").

b) APPLICABLE VERSION

Each Proposal shall be governed by the version of this Agreement that is in effect as of the "last updated" date indicated at the bottom of this document. It is your responsibility to retain a copy of this Agreement and to take note of the applicable date at the time of accepting any Proposal.

c) CONFLICTS

The provisions of a Proposal shall supersede any conflicting or inconsistent terms set forth in this Agreement, thereby permitting us to customize solutions to meet your specific needs through the modifications reflected in the Proposal. Any conflicts do not render the conflicting portions of the Proposal invalid, rather, the conflicting portions of the Proposal shall be deemed controlling.

d) THIRD PARTY PROVIDERS AND SERVICES

Certain services may be directly rendered, in person or virtually, by our personnel, such as in instances where our personnel install software agents on managed devices or physically install equipment at your premises. These services are distinct from those provided by third-party providers. For purposes of this Agreement, "Third Party Providers" refers to external providers, and the services delivered by them are defined as "Third Party Services." Third Party Services may include, without limitation, help desk support, malware detection and remediation, firewall and endpoint security services, backup and disaster recovery solutions, and software for monitoring the managed portion of your network.

a) RECOMMENDATIONS; DIRECTIVES

At times, we may provide you with specific recommendations and directives related to the Services ("Recommendations"). Such Recommendations may include, but shall not be limited to, suggestions for increasing server or hard drive capacity, enhancing CPU performance, replacing outdated equipment, or advising against actions that may compromise the stability of the Environment or its security. You are strongly advised to promptly adhere to our Recommendations, which may necessitate additional expenditures or investments in the Environment at your sole discretion. We shall not be liable for any damages, including but not limited to downtime or security-related issues, arising from your failure to promptly comply with our Recommendations.

In the event that, in our reasonable discretion, your failure to follow our Recommendations renders part or all of the Services economically or technically unreasonable or impracticable to provide or facilitate, we reserve the right to terminate the applicable Services for Cause (as defined below) by providing you with formal notice of termination. Alternatively, we may revise the scope of the Proposal to exclude any affected portions of the Environment. Unless specifically and expressly stated in writing by us (such as in a Proposal), any services required to remediate issues resulting from your noncompliance with our Recommendations or from unauthorized modifications to the Environment, as well as any services necessary to bring the Environment up to or maintain the Minimum Requirements (as defined below), shall be deemed out of scope.

b) Co-Management

In co-managed scenarios (e.g., where you have appointed other vendors or personnel, hereinafter referred to as "Co-Managed Providers," to deliver services that may overlap with or conflict with the Services provided or facilitated by us), we will strive to implement the Services in a manner that maximizes both efficiency and effectiveness. However, (a) we shall not be held responsible for the acts or omissions of Co-Managed Providers, nor for any issues, errors, or downtime resulting from such acts or omissions; and (b) In the event that a Co-Managed Provider's determination regarding an issue conflicts with our position on a Service-related matter, we will inform you of that situation and accept the Co-Managed Provider's assessment dependent on which route you, as the client, chooses to go.

c) Prioritization

All Services shall be implemented and/or facilitated as deemed appropriate, in accordance with a schedule and prioritized in a manner that we determine to be reasonable and necessary. The actual commencement or start dates may differ from those initially communicated to you, depending on the specific Services being rendered and the extent to which any prerequisites, including, but not limited to, transition or onboarding activities, must be fulfilled.

d) Modifications

To prevent delays or adverse impacts on the Services, we strongly advise against modifying, relocating, or installing software within the Environment without our express authorization. In all circumstances, including co-managed Environments as outlined above, we disclaim responsibility for any changes to the Environment not expressly authorized by us, as well as for any resulting issues or errors arising from such unauthorized modifications.

e) THIRD PARTY SUPPORT

In the event that we, in our sole discretion, determine that a hardware or software issue necessitates vendor or original equipment manufacturer (OEM) support, we may engage the vendor or OEM on your behalf and invoice you for all related fees and costs ("OEM Fees"). If OEM Fees are reasonably foreseeable, we will make reasonable efforts to obtain your prior authorization before incurring such costs, except where urgent circumstances require immediate action. We do not warrant that payment of OEM Fees will resolve the issue, as such fees may be incurred solely for diagnostic purposes or to eliminate potential causes.

f) AUTHORIZED CONTACT(S)

We shall have the right to rely on any directions or consents provided by your personnel or representatives whom you designate as having the authority to give such directions or consents ("Authorized Contacts"). We will deem these persons authorized to act on and/or bind the CLIENT, so please be conscious when designating someone as an Authorized Contact as defined herein. In the absence of an explicitly identified Authorized Contact in the applicable Proposal, or if a previously designated Authorized Contact is no longer available, the Authorized Contact shall be the individual (i) who accepted the Proposal or (ii) who is generally designated by you to provide direction or guidance during our engagement. We shall continue to rely upon the directions and guidance provided by your Authorized Contact until we receive affirmative written notice of a change in their status. If such a change is communicated to us in writing (via physical document or email), the change shall be implemented within two (2) business days from the date of our receipt of your notice. If the change is conveyed to us in person or via telephone (live calls only), the change will take effect on the same business day as the conversation. You are expressly advised against utilizing a ticketing system or help desk request to notify us of a change in Authorized Contacts, nor should you leave a recorded message regarding such changes. We reserve the right, but are under no obligation, to suspend the Services until we have verified the authority of the Authorized Contact within your organization.

g) ACCESS

You hereby grant to us and our designated Third-Party Providers the authority to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment solely as necessary to enable us or such providers to perform the Services. Depending on the nature of the Service, it may be necessary for us to install one or more software agents within the Environment to facilitate such access. It is your sole responsibility to secure, at your own expense and prior to the commencement of any Services, any requisite rights of entry, licenses (including software licenses), permits, or other permissions necessary for AIT or the applicable Third-Party Providers to perform the Services. You shall ensure that proper and safe environmental conditions are consistently maintained. AIT shall have no obligation to engage in any activities or provide any Services under conditions that pose, or may pose, safety or health risks to any personnel, or that would require extraordinary or non-industry standard efforts to accomplish.

h) ONGOING OBLIGATIONS

All components within the managed environment must be authentic and properly licensed, including, but not limited to, all hardware and software. You are required to provide proof of authenticity and/or licensing upon our request. Additionally, if we designate certain minimum hardware or software criteria ("Minimum Requirements"), you agree to implement and maintain those Minimum Requirements as an ongoing obligation in order for us to provide the Services to you.

i) RESPONSE(S)

Our response(s) to issues related to the Services shall be governed by the provisions outlined in the Proposal. We shall not be held liable for any delays in our response or the provision of Services during (i) periods defined by the Transition Exception (described below), (ii) delays arising from Scheduled Downtime, Client-Side Downtime, or Vendor-Side Downtime (each defined below), (iii) periods when we must suspend Services to protect the security or integrity of the Environment or our equipment or network, or (iv) delays caused by a force majeure occurrence.

a) FEES

You agree to remit payment for all fees, costs, and expenses assessed by us for the Services, in accordance with the amounts, methods, restrictions, and schedules set forth in each proposal ("Fees"). In addition to the Fees, you shall bear responsibility for any miscellaneous costs and expenses incurred by us in the course of providing or facilitating the Services to you ("Miscellaneous Expenses"). Such Miscellaneous Expenses will typically be reflected as a separate line item on your invoice(s) and may include, but are not limited to, expenditures for minor device acquisitions (e.g., a power distribution unit), shipping, postal or courier services, data migration tools, and fees associated with registration or service initiation imposed by Third Party Providers. You are further responsible for the payment of all applicable sales taxes and any other taxes or governmental levies in connection with the Services. Should you qualify for an exemption from taxes, it is your obligation to furnish us with a valid exemption certificate or other appropriate documentation establishing such exemption. Additionally, you shall be liable for all costs related to freight, insurance, and any applicable taxes, including but not limited to import or export duties, sales taxes, use taxes, value-added taxes (VAT), and excise taxes.

b) SCHEDULE

Unless otherwise stipulated in a proposal, all fees shall be due and payable in advance of the provision of the applicable Services. Fees are generally structured for automatic monthly recurring payment by you, and we can assist in the setup of such automatic payment procedures, if necessary. Be aware that any approved invoices are due and payable within thirty (30) days of the submission date of the invoice to you. If it is not paid within the required thirty (30) days, then late payments may accrue and be assessed as described below.

c) NONPAYMENT

Any fees that remain unpaid for more than thirty (30) days from the due date shall accrue interest on the outstanding amount(s) at a rate of 3% per month, calculated from the date the invoice was submitted to you until payment is received in full. We reserve the right, though not the obligation, to suspend part or all of the Services without prior notice to you in the event of nonpayment of any undisputed fees. Monthly or recurring charges, if applicable, will continue to accrue during any suspension of Services. Any disputes related to fees must be submitted to us in writing within sixty (60) days following the rendering of the applicable Service or the date of payment of the invoice, whichever occurs later; failure to do so will result in a waiver of your right to dispute the fees. We also reserve the right to impose a reasonable reconnection fee, not exceeding 20% of your monthly recurring fees, should the Services be suspended due to nonpayment.

d) INCREASES

All fee increases, including adjustments to monthly recurring fees or service rates, will be governed by the terms outlined in the applicable proposal. Clients are encouraged to thoroughly review such documents to understand the conditions and timing of potential increases. An automatic escalation of 5% annually will apply to monthly recurring fees unless otherwise specified in the proposal. Note that any limitations on fee increases specified in the proposal do not apply to Pass-Through Increases (as described above), which are excluded from the calculation of fee increases.

e) EXPENSES

Any costs or expenses incurred by us in the course of providing the Services during a national, provincial, or local emergency, or during periods of fuel, manpower, or other resource shortages ("State of Emergency"), shall be invoiced to you and shall be payable by you. Such expenses may include, but are not limited to, increased costs of gasoline or electricity, or the acquisition of health and safety equipment reasonably required to ensure the uninterrupted provision of the Services.

a) HARDWARE AND SOFTWARE PURCHASES

All equipment, machines, hardware, software, peripherals, or accessories obtained through AIT ("Third Party Products") are generally nonrefundable once acquired from AIT's third-party provider or reseller, even if not yet delivered to you. Should you desire to return a Third-Party Product, the return policies of the applicable third-party provider or reseller shall govern. AIT makes no representations or guarantees that Third Party Products will be returnable or exchangeable, nor that any re-stocking fees may be waived or avoided. You hereby acknowledge and agree to assume responsibility for any re-stocking or return-related fees imposed by the third-party provider or reseller.

AIT shall make reasonable efforts to assign, transfer, and facilitate any applicable warranties or service level commitments associated with the Third-Party Products to you; however, AIT shall not be liable for the quality, functionality, or operability of any Third-Party Products. Additionally, AIT shall not act as an insurer or guarantor regarding the performance, uptime, or utility of any Third-Party Products. You shall be responsible for any fees or costs incurred in connection with warranty-related services.

All Third-Party Products are provided on an "as is" basis, with no warranties whatsoever, either express or implied, as between AIT and you, including, but not limited to, any implied warranties.

b) LIABILITY LIMITATIONS

This section delineates the limitations on liabilities arising from the Services and constitutes a negotiated and material aspect of our business relationship with you. You acknowledge and agree that AIT would not provide any Services, enter into any Proposal, or this Agreement unless AIT could rely on the limitations set forth herein.

Under no circumstances shall AIT be liable for any indirect, special, exemplary, consequential, or punitive damages, including, but not limited to, lost revenue, loss of profits (excluding fees due and payable to AIT), savings, or any other indirect or contingent economic losses arising from or in connection with the Services, this Agreement, any Proposal, or any breach thereof, nor for any damages resulting from delays in the provision of Services under this Agreement or any Proposal, even if a party has been advised of the potential for such damages. Notwithstanding the foregoing, this limitation does not extend to reasonable legal fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due under the non-solicitation provisions of this Agreement.

Except as otherwise expressly provided herein, a responsible party's ("Responsible Party's") aggregate liability to the other party ("Aggrieved Party") for damages arising from any and all claims or causes of action, regardless of their nature, 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. AIT's liability shall not exceed the fees paid by you (excluding hard costs for licenses, hardware, etc.) to AIT for the specific Service upon which the applicable claim(s) are based during the three (3) month period immediately preceding the date on which the cause of action accrued, or $10,000, whichever amount is greater.

The limitations set forth herein shall apply even if the remedies specified in this Agreement fail of their essential purpose. However, such limitations shall not apply to the extent that the Claims arise from the willful or intentional misconduct or gross negligence of the CLIENT. Likewise, a Responsible Party's liability shall be proportionally reduced to the extent that a Claim is caused by or results from the Aggrieved Party's willful or intentional misconduct, gross negligence, or failure to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall AIT be liable for any claims or causes of action arising from or related to Out of Scope Services

c) WAIVER OF LIABILITY FOR ADMIN ACCESS

It is strongly recommended that you do not grant administrative ("admin") access to the Environment to any individual or entity other than AIT. Providing such access to any party other than authorized personnel of AIT may result in significant security vulnerabilities and operational risks, including, but not limited to, human error, hardware/software incompatibilities, malware or virus intrusions, and other related occurrences.

In the event you request or require AIT to grant administrative access to any portion of the Environment to non-AIT personnel (including, but not limited to, non-AIT employees or third parties, such as in a co-managed services arrangement), you hereby agree to indemnify, defend, and hold AIT harmless from any and all claims, losses, damages, liabilities, costs, fees, charges, expenses, and causes of action (collectively, "Claims") arising from or related to any actions, occurrences, or incidents resulting from or connected with administrative access to the Environment. This includes any issues, downtime, exploitations, vulnerabilities, or Claims reasonably attributable to activities at the administrative level ("Activities"), except where such Activities were performed or expressly authorized in writing by AIT.

AIT's business records shall be deemed conclusive and binding evidence regarding whether any Activities were performed or authorized in writing by AIT.

d) WAIVER OF LIABILITY FOR LEGACY DEVICES

Legacy Devices (as defined below) may experience failure or cause other components or processes within the Environment to malfunction or, in certain instances, fail entirely. If a Legacy Device is required to remain within the Environment, if we permit a Legacy Device to continue operating within the Environment, or if you refuse to promptly replace a Legacy Device upon our request, you acknowledge and agree that: (i) neither AIT nor any Third Party Provider shall be liable for the remediation of any issues arising from or connected to the presence or use of the Legacy Device in the Environment, and (ii) AIT and its Third Party Providers shall be indemnified and held harmless from any and all claims, liabilities, and causes of action arising from or relating to the presence or use of the Legacy Device within the Environment.

For the purposes of this Agreement, a "Legacy Device" refers to any equipment, device, hardware, or software that is outdated, obsolete, incompatible with industry standards, or no longer supported by its original manufacturer.

e) VIRTUAL SECURITY

You acknowledge and agree that no security solution is infallible, and any security system may be circumvented or rendered ineffective by certain types of malware, including but not limited to ransomware or rootkits that were unknown to the malware prevention industry at the time of infection or introduced into the Environment by other means. AIT makes no representation, warranty, or guarantee that all forms of malware or malicious activity will be detected, prevented, quarantined, or removed, nor that any data deleted, corrupted, or encrypted by such malware ("Impacted Data") will be recoverable. Unless expressly set forth in a Proposal, the recovery of Impacted Data falls out-of-scope.

Additionally, unless explicitly specified in a Proposal, AIT shall not be responsible for the activation of multifactor authentication in any application within or connected to the Environment. You are strongly advised to: (i) ensure your employees are trained to identify and appropriately respond to phishing activities—fraudulent schemes aimed at acquiring sensitive information or inducing specific actions by impersonating a trusted entity or individual via email—and (ii) secure adequate insurance coverage for cyberattacks, data loss, malware-related incidents, and privacy breaches, as such occurrences may arise even when industry best practices are followed.

Except where a malware-related incident is directly attributable to AIT's willful misconduct or gross negligence, AIT shall be indemnified and held harmless from any and all costs, expenses, or damages arising from or related to such incidents.

a) THIS AGREEMENT

This Agreement governs all Services and shall be effective as of the date we provide a Service to you or the date you accept a Proposal, whichever occurs first (the "Effective Date"). This Agreement will automatically terminate if either party terminates it for cause (as defined below). Upon termination of this Agreement or the Services under a Proposal, all Services shall immediately and permanently cease. However, termination of this Agreement or the Services under a Proposal shall not alter or eliminate any fees that have accrued and/or are payable to us prior to the termination date, all of which shall remain the responsibility of you. Please be advised that this Agreement cannot be terminated by either party without cause while Services are ongoing under a Proposal.

b) PROPOSALS

The term of the Services shall be as set forth in the applicable Proposal. The termination of Services under any one Proposal shall not, by itself, result in the termination of this Agreement nor shall it affect the status or progress of any other Services between the parties. Please be advised that a Proposal may contain provisions for the automatic renewal of the Services; therefore, it is advisable to review your documents carefully.

c) TERMINATION WITHOUT CAUSE

AIT shall be permitted to terminate this Agreement without cause at any time provided AIT gives CLIENT proper thirty (30) day written notice of its intention to terminate. AIT shall be responsible for finishing all Services due under any previously accepted Proposal prior to its termination date.

d) TERMINATION FOR CAUSE

In the event that one party (the "Defaulting Party") commits a material breach under a Proposal or this Agreement, the non-Defaulting Party shall have the right, but not the obligation, to terminate the Services under the applicable Proposal immediately (a "For Cause" termination), provided that: (i) the non-Defaulting Party has given written notice to the Defaulting Party specifying the details of the breach, and (ii) the Defaulting Party has failed to remedy the breach within twenty (20) days of receiving such written notice, or within ten (10) days in the case of non-payment by the Client.

e) Early Termination Remediation

In the event that AIT terminates this Agreement or any Proposal for cause, prior to the expiration date of such Proposal, AIT shall be entitled to receive, and you hereby agree to pay, all amounts that would have been payable to AIT had this Agreement or Proposal (as applicable) remained in full effect, calculated using the fees and costs in effect as of the date of termination (the "Termination Fee"). The Termination Fee shall include any non-refundable fees incurred or to be incurred by AIT on your behalf for services or products provided by Third-Party Providers. If you terminate this Agreement or a Proposal for cause, you will be liable only for payment for those Services that were delivered and accepted by you up to the effective date of termination, and no further payments shall be required.

f) Support Tickets

Due to the numerous interactions among hardware, software, wireless, and cloud-based solutions, a managed network may, on occasion, experience disruptions and/or downtime resulting from, but not limited to, hardware and software conflicts, communication-related issues, obsolete equipment, and user error (collectively referred to as "Conflicts"). AIT makes no representation or warranty that such Conflicts will not occur. You acknowledge and agree that the volume of support tickets submitted by you does not, in and of itself, constitute evidence of a default by AIT.

g) Client Conduct as Grounds for Termination

In the event that you, or any of your staff, personnel, contractors, or representatives, engage in any conduct deemed unacceptable that renders it impracticable, imprudent, or unreasonable for AIT to provide the Services, AIT shall have the right, in addition to any other rights afforded under this Agreement, to terminate this Agreement or the applicable Proposal for cause, upon providing you with ten (10) days' prior written notice of such termination.

h) MUTUAL AGREEMENT

You and AIT may mutually agree, in writing, to terminate a Proposal or this Agreement at any time.

i) EQUIPMENT AND/OR SOFTWARE REMOVAL

Upon the termination of this Agreement or the applicable Proposal for any reason, you shall provide AIT access, during normal business hours, to your premises or any other locations where AIT Equipment is located, to facilitate the removal of all AIT Equipment. In the event that you fail or refuse to grant AIT such access, or if any AIT Equipment is determined to be missing, broken, or damaged (excluding normal wear and tear), or if any AIT-supplied software is missing, AIT shall have the right to issue an invoice to you for the full replacement value of all missing or damaged items, which you agree to pay immediately upon receipt. Certain services may require the installation of software agents in the environment ("Software Agents"). You hereby agree not to remove, disable, circumvent, or otherwise disrupt any Software Agents unless explicitly directed to do so by AIT.

j) TRANSITION; DATA DISPOSAL

In the event you request AIT's assistance in transitioning away from our services, AIT shall provide such assistance only upon the following conditions: (i) all fees due and owing to AIT must be paid in full prior to the initiation of such assistance, and (ii) you must agree to compensate AIT at our then-current hourly rate for such assistance, including any upfront payments as AIT may require. For the avoidance of doubt, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or data conversion shall be deemed transition services and shall be subject to the conditions set forth herein. You further acknowledge and agree that any software configurations that AIT custom develops or programs specifically for you shall remain the exclusive proprietary information of AIT and shall not be disclosed to you under any circumstances. Unless expressly stated otherwise in a Proposal or prohibited by applicable law, AIT shall 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.

a) DEFINED

For the purposes of this Agreement, "Confidential Information" shall mean all non-public information disclosed by one party ("Discloser") to the other party ("Recipient"). This definition includes, but is not limited to, customer-related data, customer lists, internal documents, internal communications, proprietary reports, methodologies, and other related information. Confidential Information shall exclude information that: (i) has entered the public domain through no fault of the Recipient; (ii) was developed independently by the Recipient without reference to the Confidential Information; or (iii) was lawfully and independently obtained by the Recipient from a third party prior to its disclosure by the Discloser, provided that such third party was not and is not subject to any obligation of confidentiality or otherwise prohibited from sharing such information.

b) USE

The Recipient shall maintain the confidentiality of the Confidential Information it receives and shall not use or disclose such information to any third party for any purpose, except (i) as expressly authorized in writing by the Discloser, (ii) as necessary to fulfill its obligations under this Agreement, or (iii) as required by applicable law, regulation, or industry standard.

c) DUE CARE

The Recipient shall exercise a level of care concerning the Confidential Information received from the Discloser that is no less than the degree of care it utilizes to protect and preserve its own confidential and proprietary information. In all instances, this level of care shall be at least commercially reasonable.

d) COMPELLED DISCLOSURE

In the event that a Recipient is legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, or similar legal process), and provided that such disclosure is not prohibited by law, the Recipient shall promptly notify the Discloser in writing of such obligation. This notification shall afford the Discloser the opportunity to seek a protective order or other appropriate remedy, or to waive the Recipient's compliance with the provisions of this Section. The Recipient shall employ its best efforts, as directed by the Discloser and at the Discloser's expense, to secure or assist in securing any such protective order. In the absence of a protective order or waiver, the Recipient may disclose only that portion of the Confidential Information that it has been advised by a written opinion from its legal counsel (a copy of which shall be provided to the Discloser) is legally required to be disclosed, without incurring any liability under this Agreement.

e) SUPPLEMENTAL NONDISCLOSURE AGREEMENT(S)

In the course of delivering the Services, both parties may be required to execute one or more additional nondisclosure agreements (each, an "NDA") to safeguard a third party's Confidential Information. In such cases, the terms of the NDA(s) shall be interpreted in conjunction with the confidentiality provisions of this Agreement, with precedence given to the terms that provide the most stringent protections for confidentiality in relation to the use and destruction of the pertinent Confidential Information.

a) END USER AGREEMENTS

Certain components of the Services may necessitate your acceptance of one or more third-party end user license agreements, third-party customer agreements, and/or third-party subscription agreements (collectively referred to as "End User Agreements"). Should the acceptance of an End User Agreement be requisite for your receipt of any Services, you hereby authorize us to accept the relevant agreement(s) on your behalf. End User Agreements may stipulate service levels, warranties, and/or liability limitations that differ from those set forth in this Agreement. You acknowledge and agree to be bound by the terms of all applicable End User Agreements. In the event that you or we are required to comply with an End User Agreement during the provision of the Services, and said agreement is subsequently modified or amended, we reserve the right to modify or amend any pertinent Proposal with you to ensure ongoing compliance with the terms of the applicable End User Agreement.

b) BRING YOUR OWN DEVICE (BYOD)

You hereby represent and warrant that we are authorized to access all devices, peripherals, and/or computer processing units, including mobile devices (such as laptops, smartphones, and tablets) that are connected to the Environment (collectively referred to as "Devices"), irrespective of whether such Devices are owned, leased, or otherwise controlled by you. Unless expressly stated in writing by us, Devices managed under a Proposal will not receive or benefit from the Services while disconnected from or unconnected to the Environment. You are strongly advised to refrain from connecting Devices to the Environment if such Devices are not previously known to us and are not explicitly included under a managed service plan from us ("Unknown Devices"). We shall not be liable for the diagnosis or remediation of any issues in the Environment arising from the connection or use of Unknown Devices, nor shall we be obligated to provide the Services for any Unknown Devices.

c) EQUIPMENT

Upon termination or conclusion of the Services, any information stored on equipment returned to us shall be deleted. However, we make no representations or guarantees that such deleted information will be irretrievable under all circumstances. Accordingly, it is strongly advised that you permanently erase any personal, confidential, or highly sensitive information from the equipment prior to its return to us.

d) COMPLIANCE(S)

Unless expressly articulated otherwise in a Proposal, the Services are not intended, nor shall they be utilized, to achieve the Client's full regulatory compliance with any applicable laws, rules, regulations, or requirements relevant to the Client's business or operations. While the Services may facilitate the Client's endeavors to fulfill certain regulatory obligations, they shall not be construed as, nor relied upon as, a comprehensive compliance solution.

e) DISCLOSURE

You hereby represent and warrant that you are unaware of any law or regulation governing your business that would impede or restrict our provision of the Services, nor are you aware of any obligation requiring us to register with or report our provision of the Services (or the outcomes thereof) to any governmental or regulatory authority. You agree to promptly notify us should you become subject to any such laws or regulations that, in our sole discretion, may necessitate an amendment to the scope or pricing of the Services. Additionally, if you are subject to obligations under any applicable privacy law, you shall identify to us any data or information that is subject to protection under such law prior to disclosing such information to us or, as applicable, prior to granting us access to such information.

f) NO FIDUCIARY RELATIONSHIP(S)

The relationship between us is strictly limited to the specific Services provided under this Agreement; no additional relationship, whether fiduciary or otherwise, shall exist or be inferred between the parties. Should a fiduciary relationship be imposed or presumed by operation of law regarding any services that fall outside the scope of this Agreement, you hereby waive any such fiduciary relationship and any obligations arising therefrom.

g) PHYSICAL ACCESS AND SECURITY

You hereby agree to implement and maintain reasonable physical security measures for all managed hardware and associated devices that are in your possession or control. Such security measures shall include, but are not limited to: (i) the installation of physical barriers, such as locks on doors and cabinets, designed to prevent unauthorized physical access to protected equipment; (ii) an alarm system to deter and/or prevent unauthorized access to the premises housing the protected equipment; (iii) fire detection and suppression systems; and (iv) regular reviews of personnel access rights to ensure the enforcement of access policies and to confirm that all access rights are accurate and promptly updated.

h) UPDATES

Updates, defined as patches and enhancements to hardware and software, are developed and distributed by third parties, including equipment and software manufacturers, and may be provided to us intermittently for installation within the Environment. In the event that Updates are supplied to you as part of the Services, we shall implement and adhere to the manufacturers' recommendations for the installation of such Updates; however, you acknowledge and agree that: (i) we do not warrant or guarantee the proper performance of any Update; (ii) we shall not be liable for any downtime or losses resulting from or related to the installation, use, or inability to utilize any Update; (iii) we shall not be responsible for the remediation of any device or software rendered inoperable or non-functional as a result of the Update; and (iv) we reserve the right, but not the obligation, to postpone the installation of any Update until we have reasonably determined, in our sole discretion, that the Update will be compatible with the existing configuration of the Environment and will materially enhance the features or functionality of the affected software or hardware.

i) NON-SOLICITATION

Each party (hereinafter referred to as a "Restricted Party") acknowledges and agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, the Restricted Party shall not, either individually or in conjunction with others, directly or indirectly solicit, induce, or influence any employees of the other party with whom the Restricted Party has had contact to discontinue or diminish the scope of their business relationship with the other party. Furthermore, the Restricted Party shall not recruit, solicit, or otherwise influence any employee of the other party with whom the Restricted Party has had contact to terminate his or her employment or agency relationship with the other party.

In the event of a breach of the provisions set forth in this section, the parties acknowledge that the damages resulting from such breach would be challenging or impracticable to ascertain. Consequently, the Restricted Party shall pay the non-breaching party, as liquidated damages and not as a penalty, an amount equal to sixty-five thousand dollars ($65,000) or the compensation paid to the affected employee by the non-breaching party during the one (1) year period immediately preceding the date of the breach, whichever amount is greater.

In addition to the aforementioned, any solicitation or attempted solicitation for employment directed towards a party's employees by the Restricted Party shall be considered a material breach of this Agreement. In such an event, the affected party shall have the right, but not the obligation, to terminate this Agreement or any currently active Proposal immediately for cause.

j) COLLECTIONS

In the event that we are required to initiate a Collections process or take any legal action to recover undisputed fees due, we shall be entitled to recover all costs and expenses incurred in connection with such efforts, including, without limitation, reasonable attorney's fees and associated costs.

k) ASSIGNMENT

Neither this Agreement nor any Proposal may be assigned or transferred by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, and their permitted successors and assigns. Notwithstanding the foregoing, we may assign our rights and obligations under this Agreement to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of our business assets, or any other transaction in which ownership of more than fifty percent (50%) of our voting securities is transferred, provided that the assignee expressly assumes our obligations under this Agreement.

l) AMENDMENT

Any amendment to this Agreement or any Proposal must be made in writing (including via email or other electronic means), initiated by us, and must expressly reference this Agreement or the specific Proposal being amended. Such amendment will only be effective upon your affirmative written acceptance, which may be provided through email or electronic signature.

m) LIMITATIONS ON ACTIONS

The parties hereby agree that, unless otherwise restricted by applicable law, any legal action or claim arising from or related to any Services provided under this Agreement (excluding matters concerning nonpayment by the Client) must be initiated within two (2) years from the date the cause of action accrues, after which any such action or claim shall be permanently barred.

n) VALIDITY

If any provision of this Agreement or any Proposal is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be ineffective only to the extent of its invalidity, illegibility, or unenforceability, without affecting the validity and enforceability of the remaining provisions, which shall continue in full force and effect to the maximum extent permitted by applicable law.

o) SUPPLEMENTARY TERMS

We shall not be bound by any terms or conditions contained in any purchase order, invoice, memorandum, or other written communication provided by you, unless we have expressly acknowledged such supplementary terms and subsequently accepted them in writing.

p) NON-WAIVER

The failure of either party to enforce or insist upon compliance with any terms or conditions of this Agreement, the temporary or periodic waiver of any term or condition of this Agreement, or the granting of an extension for performance shall not be construed as an agreement to waive such terms in relation to any other occurrences.

q) ENTIRE AGREEMENT

This Agreement, along with the Proposal, constitutes the complete understanding between the parties and supersedes all prior agreements, arrangements, or understandings related to the Services. Notwithstanding this, any payment obligations incurred by you under any previous agreements that have been superseded shall remain valid and enforceable. No representation, promise, inducement, or statement of intent has been made by either party that is not expressly included herein. We shall not be bound by any representations, promises, or inducements made by our agents or employees unless they are specifically articulated in this Agreement or in a Proposal. Our website and marketing materials are provided solely for illustrative or educational purposes and shall not be construed as creating any additional duties, requirements, service levels, or guarantees regarding specific services or outcomes.

r) FORCE MAJEURE

Neither party shall be liable to the other for any delays or failures in fulfilling their obligations under this Agreement due to circumstances beyond their reasonable control. Such circumstances include, but are not limited to, intentional or negligent acts of the other party, actions or omissions by governmental authorities, natural disasters, acts of terrorism, riots, sabotage, labor disputes, power outages, communication delays or failures, transportation delays, cyber warfare, cyber terrorism, incidents of hacking, malware or virus attacks that circumvent current anti-virus or anti-malware measures, and other events of force majeure.

s) SURVIVAL

The provisions of this Agreement that, by their nature, are intended to survive the termination or expiration of this Agreement shall so survive. In the event that any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

t) GOVERNING LAW; VENUE

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. You hereby irrevocably consent to the exclusive jurisdiction and venue of Broward County within the State of Florida for all non-arbitrable claims and causes of action arising from or relating to this Agreement.

u) SOLE BENEFICIARIES

The Parties acknowledge that this Agreement has been entered into exclusively for their own benefit. It is not intended that any third party shall have the ability to rely upon or enforce this Agreement, or any provision contained herein.

v) USAGE IN TRADE

It is acknowledged and agreed that no usage of trade or customary practice or method of dealing between the Parties to this Agreement shall be utilized to modify, interpret, or supplement the terms of this Agreement in any manner.

w) NOTICE(S); WRITING OBLIGATIONS

In instances where notice is required to be provided to a party under this Agreement, such notice may be delivered via postal mail, overnight courier, or email, as specified below: Notice shall be considered delivered three (3) business days after being placed in the postal mail via first-class mail, certified mail, or return receipt requested, with postage prepaid; one (1) business day following delivery when sent via overnight courier; or one (1) business day after the notice is transmitted by email. Email notice shall be deemed sufficient only if sent to the last known email address of the recipient or to another email address expressly designated by the recipient for the purpose of receiving legal notices. All electronic documents and communications between the parties, including email, shall fulfill any "writing" requirement stipulated in this Agreement.

x) AUTONOMOUS CONTRACTOR

AIT, its employees, and known affiliates, operate as an autonomous contractor and shall not be construed as your employer, employee, partner, or affiliate.

y) FACSIMILES

The parties agree that they may execute, accept, and/or deliver any Proposal, this Agreement, or any amendments in multiple facsimiles, each of which will be regarded as an original. Collectively, these facsimiles will be interpreted as a single agreement. Each party may execute, accept, and/or deliver any Proposal, this Agreement, or any amendments electronically (including digital signatures or electronic reproductions of handwritten signatures) or by reference as applicable.

z) SERVICE AND DATA ACCESSIBILITY

Some Services may be delivered by personnel based outside the United States, and your data might occasionally be accessed, viewed, or stored on secure servers located outside of the United States. You agree to notify us if your organization requires alterations to these standard service provisions, as this may result in additional costs, which could be significant.

aa) "PER SEAT" LICENSING FEES

The Services may require us to procure certain "per seat" licenses from Third Party Providers (such as Microsoft, which offers per seat licenses under its "New Commerce Experience" licensing model). Unless otherwise expressly specified in a Proposal, all per seat licenses purchased are non-cancelable and non-transferable to any other customer. In the event that we acquire per seat licenses on your behalf, such licenses shall be subject to a defined term—typically one (1) or three (3) years—payable on either an annual or monthly basis; however, in all instances, payment must be made in full by you. For clarity, you acknowledge and agree that regardless of the circumstances surrounding the termination of the Services, you are obligated to remit full payment for all applicable per seat licenses for the entirety of their respective terms. Provided that you have satisfied the payment obligations for these licenses in full, you shall retain the right to utilize said licenses until their expiration, even in the event of your transition to a different managed service provider.

bb) BACKUP AND DISASTER RECOVERY (BDR)

AIT offers a robust Backup and Disaster Recovery (BDR) solution tailored specifically for Windows-based servers as well as Network Accessible Servers (NAS). This solution is fully monitored and managed 24/7 by our dedicated Network Operations Center (NOC). To ensure compliance with most cyber insurance policies, the implementation of this solution is mandatory for all servers subscribed to any support plan. In the event of a server failure, a network engineer will promptly address the issue to minimize downtime and impact on operations.