Service Agreement

This Service Agreement (the “Agreement”) is between the person or entity identified as the “Customer” and IT Eagle Eye Inc, a North Carolina Corporation (“ITEE”). This Agreement shall become binding on both Parties as of the Effective Date and shall continue in full force and effect thereafter until terminated in accordance with the provisions of this Agreement. Each Order Form executed under this Agreement shall commence on the Service Effective Date as provided therein, or if the Service Effective Date is not expressly provided, on the date the Order Form is executed by both ITEE and Customer, and shall continue for the Initial Service Term set forth therein. Upon expiration of the Initial Service Term, each Order Form shall automatically renew for successive Renewal Service Terms in accordance with the Service Renewals section of this Agreement.

1. Definitions: For the purposes of this Agreement, the following terms shall have the meanings set forth below:
   1. Account Management Center means the online customer portal maintained by ITEE, accessible to Customer, through which ITEE may post notices, invoices, and other communications related to this Agreement, and through which Customer may submit support requests, access Work Product, and manage their account and Services with ITEE.
   2. Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means the ownership of more than fifty percent (50%) of the voting securities or other ownership interests of an entity, or the power to direct or cause the direction of the management and policies of an entity whether through ownership, by contract, or otherwise.
   3. Agreement means this Service Agreement, including all Order Forms, exhibits, and amendments executed by the parties from time to time.
   4. Billing Period means the number of days, months, or years between subsequent invoices of a defined segment of time for which the Customer will be billed the amount of an installment payment for contracted Services. Unless otherwise provided on the Order Form, a Billing Period starts on the first (1st) of the month and ends on the last day of the month.
   5. Cancellation and Termination are used interchangeably throughout this Agreement and refer to the ending of this Agreement or any Service, whether initiated by Customer or ITEE, for cause or without cause, at the end of a Service Term or prior to its expiration, unless the context expressly indicates otherwise.
   6. Cancellation Fee means the fee due to ITEE upon early termination or cancellation of this Agreement or any Service by Customer for any reason other than ITEE’s uncured material breach, calculated in accordance with the Fees section of this Agreement. The Cancellation Fee is not a penalty and represents reasonable compensation for the reservation of resources required to provide the contracted Services.
   7. Cold Storage means data retained primarily for compliance or archival purposes that is rarely accessed, with longer retrieval times.
   8. Compliance and Regulatory Tasks means any Services performed by ITEE in connection with Customer’s compliance or regulatory obligations, including but not limited to audit support, regulatory assessments, compliance reviews, and any scheduled meetings or engagements with auditors, regulatory bodies, Customer representatives, or designated third parties where a specific time commitment is required.
   9. Confidential Information means any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, specifications, sketches, drawings, models, strategies, marketing plans, business plans, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, analyses, software source documents, customizations, technical improvements, and formulae related to the current, future and proposed products and services of each of the parties, and includes, without limitation, each party’s respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customers, customer lists, business forecasts, sales and merchandising, and marketing plans and information. All written and oral information and materials disclosed constitute Confidential Information, regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient. Confidential Information also includes proprietary, sensitive, or confidential information of any third party whose information may be disclosed to either party in the course of the other party’s business.
   10. Customer means the person or entity identified as the customer on the applicable Order Form who has engaged ITEE for Services under this Agreement.
   11. Effective Date means the date on which this Agreement becomes binding on both Parties, which shall be the earlier of the date on which the first Order Form is executed by both ITEE and Customer, or the date on which Customer first receives or uses Services from ITEE.
   12. Emergency Tasks means any Services requested by Customer or initiated by ITEE that require immediate attention outside of normal scheduled work, including but not limited to unplanned system outages, critical security incidents, data loss events, and other situations where time is of the essence to prevent or mitigate harm to Customer’s systems, data, or business operations.
   13. EOL Device means any device within the scope of Services for which the hardware or software vendor has officially designated the device or software as end of life, end of support, or no longer receiving security updates, or that ITEE determines in its sole discretion presents an unacceptable security or operational risk due to its age or unsupported status.
   14. EOL Fee means the recurring monthly fee of twenty five percent (25%) of the applicable Managed Service Fee charged per EOL Device for each Billing Period in which the EOL Device is within the scope of Services, as further described in the EOL Devices section of this Agreement.
   15. Fee means any amount charged by ITEE to Customer for Services rendered under this Agreement, including but not limited to fixed fees, hourly fees, cloud service fees, volume-based fees, percent-billed fees, project fees, Pass-Through Fees, setup fees, Cancellation Fees, and any other charges as set forth in the applicable Order Form or this Agreement.
   16. Financial Systems means any software, platforms, infrastructure, or processes used in connection with the processing, transmission, storage, or management of financial transactions or payment data, including but not limited to payment gateways, merchant processing systems, point of sale systems, banking and financial institution infrastructure, payment card data systems, and any other systems subject to Payment Card Industry Data Security Standards (PCI DSS) or other financial regulatory requirements.
   17. Force Majeure Event means any cause beyond ITEE’s reasonable control that results in a failure or delay in ITEE’s performance under this Agreement, including but not limited to acts of God, acts of governmental authority, fires, floods, earthquakes, storms, pandemics or public health emergencies, strikes or labor disputes, riots, terrorism, war, widespread internet or communications failures, cyberattacks affecting internet infrastructure or Third Party Services, supply chain disruptions affecting hardware or software necessary to provide the Services, widespread cloud provider outages, and government sanctions or export controls.
   18. FOSS License means terms that, as a condition of use, copying, modification or distribution, require licensed software or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GPL license.
   19. Healthcare Systems means any software, platforms, infrastructure, or processes used in connection with the delivery, administration, or management of healthcare services, including but not limited to electronic health records systems, clinical decision support systems, medical device infrastructure, patient monitoring systems, and healthcare billing and administrative systems.
   20. High Risk Activities means any activities where the failure or interruption of Services could reasonably be expected to result in death, personal injury, severe physical or environmental damage, or significant financial harm, including but not limited to the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support systems, emergency services, financial trading systems, and other similarly critical applications.
   21. Hot Storage means actively accessed or indexed data available for immediate real-time query.
   22. Initial Billing Period means the first Billing Period for a Service. When the Service Effective Date is later than the first day of the month, the Service Effective Date is considered the start date for the Initial Billing Period.
   23. Initial Service Term means the first Service Term for a Service, commencing on the Service Effective Date and continuing for the period specified on the applicable Order Form, or if not specified, for thirty-six (36) full calendar months from the first day of the first full Billing Period following the Service Effective Date. Upon expiration of the Initial Service Term, the Service shall automatically renew for successive periods equal in duration to the Initial Service Term unless a different Renewal Service Term is specified in the applicable renewal Order Form, in accordance with the Service Renewals section of this Agreement.
   24. Intellectual Property means all copyright, patent, trademark, trade secret, and other intellectual property rights in methodologies, procedures, technical expertise, ideas, concepts, know-how, tools, techniques, skills, knowledge, experience, software, specifications, documentation, and other materials created, owned, or licensed by either Party in the course of performing or receiving the Services under this Agreement.
   25. Legacy Billing Date means January 1, 2025, the date prior to which certain grandfathered billing terms and payment arrangements were established under this Agreement.
   26. Licensed Work Product means any Work Product that is created, developed, or used in connection with the delivery of managed Services, including but not limited to cloud management, cybersecurity, performance enhancements, visibility and monitoring tools, and any other ongoing managed service components, as well as any Work Product that constitutes or includes derivative or collective works, customizations, enhancements, or new modules or components of existing software or applications, or pre-existing works of ITEE or open source tools or utilities. Licensed Work Product is not owned by Customer and may only be used during the term of this Agreement in accordance with the License and Ownership section of this Agreement. Upon termination or expiration of this Agreement, Customer’s right to use Licensed Work Product shall cease unless otherwise agreed in writing.
   27. Order Form means the document executed by both ITEE and Customer that sets forth the specific Services, rates, fees, and Service Terms applicable to the Customer’s engagement with ITEE, and which references this Agreement.
   28. Party means either ITEE or Customer individually, and Parties means ITEE and Customer collectively.
   29. Pass-Through Fees means fees incurred by ITEE directly on behalf of the Customer, which vary based on usage and are fully reimbursable by the Customer.
   30. Peak User Count means the highest number of active users licensed under any per-user Service at any point during the contracted term, as recorded by ITEE’s systems, used for the calculation of Cancellation Fees under the Per-User Service Fees section of this Agreement.
   31. Peak Volume means the highest billable volume of data processed or stored on behalf of the Customer, as recorded by ITEE’s systems, at any point during the contracted term up to the date of cancellation, rounded up to the nearest increment applicable to the storage tier as defined in this Agreement.
   32. Platform Surcharge means the percentage-based fee applied to the total Fees for all active Services in a region during the Billing Period, excluding domain, credit, advisory, and Pass-Through Fees, where Customer has requested a specific provider, configuration, or other service delivery change that results in higher costs to ITEE, as further described in the Regional Service Fees section of this Agreement.
   33. Region Minimum Fee means the minimum monthly fee threshold that must be met by the total Fees for all active Services in a region during each month, excluding domain, credit, advisory, hourly, project, and Pass-Through Fees. If the total regional Fees do not meet the Region Minimum Fee, Customer will be charged the difference as further described in the Regional Service Fees section of this Agreement.
   34. Regional Surcharge means the percentage-based fee applied to the total Fees for all active Services in a region during the Billing Period, excluding domain, credit, advisory, hourly, project, and Pass-Through Fees, where ITEE’s costs in that region exceed those of its base region, as further described in the Regional Service Fees section of this Agreement.
   35. Renewal Service Term means the period of time for which a Service automatically renews upon expiration of the Initial Service Term or a preceding Renewal Service Term, equal in duration to the Initial Service Term unless a different term is specified in the applicable renewal Order Form, commencing on the first day of the first full Billing Period following the expiration of the preceding Service Term.
   36. Reserved Time Fee means the fee charged to Customer when a scheduled appointment is missed, cancelled with less than forty eight (48) hours notice, or when Customer fails to provide necessary information, access, or required resources that prevents ITEE from performing scheduled duties, equal to the greater of one (1) hour of time or fifty (50) percent of the scheduled time at the applicable hourly rate. Customer acknowledges that the Reserved Time Fee is not a penalty and represents the minimum fee for the reserved time slot regardless of use.
   37. Returned Payment Fee means the fee charged to Customer in the amount of thirty-five dollars ($35.00) when any payment is rejected, returned, or dishonored for any reason, in addition to any applicable Late Payment Fees. Customer acknowledges that additional fees may be charged if the cost to ITEE for the returned payment exceeds this amount. In addition to the Returned Payment Fee, ITEE reserves the right to pursue treble damages of up to three times the value of the returned payment, not to exceed five hundred dollars ($500.00) per occurrence, in accordance with North Carolina General Statute 25-3-506, provided that written notice has been delivered to Customer and Customer has failed to remit the full amount due within thirty (30) days of such notice.
   38. Service Effective Date means the date on which a Service commences as provided on the applicable Order Form, or if not expressly provided, the date the Order Form is executed by both ITEE and Customer.
   39. Service Term means the period of time during which ITEE is contracted to provide a specific Service to Customer, as set forth in the applicable Order Form, commencing on the Service Effective Date and continuing until the Service is terminated or expires in accordance with this Agreement. Unless otherwise specified on the applicable Order Form, the default Service Term shall be thirty-six (36) months from the Service Effective Date.
   40. Services means any and all technical, consulting, administrative, and professional services provided by ITEE to Customer under this Agreement, including but not limited to technical support, consulting, architecture and design, database administration, performance optimization, systems administration, web hosting, cloud administration and provisioning, cybersecurity, compliance and regulatory services, technical writing, volume-based log ingestion and management, the provision and management of virtual appliances and other technology products, and any other computing or business environment services, whether specified in the applicable Order Form or directed by the Customer in connection with the performance of contracted Services.
   41. Setup Fees means the one-time fees charged to Customer for the initial configuration, onboarding, and preparation of Services prior to or upon commencement of the Service Term, as well as fees charged for the reconfiguration of existing Services, as set forth in the applicable Order Form or as otherwise communicated to Customer in writing by ITEE.
   42. Team Members means any direct employee, contractor, or sub-contractor that has been contracted by ITEE to perform duties in conjunction with the Services.
   43. Temporary Services means any Service expected to persist for less than ninety (90) days that is added for Customer on written request or confirmation without an Order Form, and which is billed on Customer’s regular monthly invoice for the duration in which the Service persists.
   44. Third Party Service means any third party product, consultant, or service procured or used by ITEE in the course of providing Services to Customer under this Agreement, including but not limited to software, platforms, infrastructure, and professional services provided by parties other than ITEE.
   45. Trip Fee means the fee charged to Customer for any on-site visitation required by Customer or necessitated by the performance of Services, as set forth in the On-Site Visitation section of this Agreement. The Trip Fee is separate from and in addition to any applicable travel fees and expenses, which are billed separately. As Services are otherwise performed remotely, all on-site visitations are subject to a Trip Fee.
   46. Usage Fees means any additional Fees owed by Customer for Services rendered that were not previously billed, including but not limited to additional cloud, hourly, or volume-based charges that exceeded the amount charged in a previous Billing Period.
   47. Warm Storage means less frequently accessed data available for query but with slightly longer retrieval times than Hot Storage.
   48. Work Objectives means the specific deliverables, tasks, goals, and outcomes for a project as expressly defined and agreed upon by both Parties in the applicable Order Form or project proposal. Work Objectives define the scope of work for a project and any work outside of the defined Work Objectives shall constitute a change in scope subject to additional Fees.
   49. Work Product means any and all deliverables, outputs, documentation, reports, configurations, code, scripts, software, designs, analyses, recommendations, and other materials created, developed, or produced by ITEE or its Team Members in the course of performing Services under this Agreement, whether in written, electronic, or any other form. Work Product that is commissioned by Customer as a standalone deliverable, such as technical documentation or custom reports, shall be owned by Customer upon full payment of all applicable Fees, unless otherwise designated as Licensed Work Product in writing by ITEE. Work Product created or developed by ITEE as a means of delivering, automating, or enhancing Services, including but not limited to management scripts, monitoring tools, and configurations, shall be considered Licensed Work Product regardless of whether it was developed exclusively for Customer.
2. Obligations
   1. Engagement of Services: From time to time during the term of this Agreement, Customer may request Services from ITEE in accord with the procedures established by ITEE. Subject to the terms of this Agreement, ITEE will use its good faith, commercially reasonable efforts to perform the services in a timely and professional manner. ITEE will choose one or more Team Members to perform the contracted services. Customer will make its facilities and equipment available to ITEE, including via remote internet access, when necessary.
   2. Nature of Services: Services shall encompass any and all technical, consulting, administrative, and professional services as defined in this Agreement and specified in the applicable Order Form, as well as any additional services requested by Customer or necessitated by the performance of contracted Services in connection with Customer’s computing or business environment. ITEE shall determine the manner, method, and means of performing the Services in its professional judgment. Where Customer provides written specifications, such specifications shall only be binding upon ITEE if expressly accepted by ITEE in writing, and ITEE reserves the right to decline or modify any specifications that are inconsistent with its professional standards, technical capabilities, or the terms of this Agreement. All services performed by ITEE for the direct benefit of Customer, whether or not expressly enumerated on the applicable Order Form, shall be subject to the terms and conditions of this Agreement and billed accordingly.
   3. Fees: ITEE performs Services in consideration of the Customer’s payment of Fees. Customer will pay ITEE a Fee for Services rendered under this Agreement according to the hourly rates, fixed rates, and Service rates set forth in the Order Form that references this Agreement. Cancellation Fee shall not be considered a penalty and represents reasonable compensation for the reservation of resources required to provide the contracted Services. Where a Service includes more than one billing component, the applicable Cancellation Fee shall be the sum of each component calculated under its respective method, as follows:
      1. For Services billed at fixed or standard rates, the Cancellation Fee equals the sum of the fixed monthly Fee for each remaining month in the contracted term, as set forth in the applicable Order Form.
      2. For Services that include hourly-billed cloud components, the Cancellation Fee for that component shall be calculated in accordance with the Cloud Service Fees section of this Agreement.
      3. For Services that include hourly-billed project or labor components, the Cancellation Fee for that component shall be calculated in accordance with the Hourly Fees section of this Agreement.
      4. For Services that include volume-based billing components, the Cancellation Fee for that component shall be calculated in accordance with the Volume-Based Service Fees section of this Agreement.
      5. For Services that include per-user billing components, the Cancellation Fee for that component shall be calculated in accordance with the Per-User Service Fees section of this Agreement.
      6. For any Service that includes an EOL Fee, the Cancellation Fee shall include the EOL Fee applicable to each device for which such fee was active within thirty (30) days prior to the date of the cancellation notice, applied to each remaining month in the contracted term.
      7. For Services deployed in a region subject to a Region Minimum Fee, Regional Surcharge, or Platform Surcharge, the Cancellation Fee for those regional fees shall be calculated in accordance with the Regional Service Fees section of this Agreement.
3. Compensation
   1. Billing Period
      1. ITEE will begin invoicing for Services upon execution of the applicable Order Form. Following the invoice for the Initial Billing Period, invoices for recurring Services will be sent on or around the first of every month for the upcoming Billing Period.
      2. Setup Fees and Fees for the Initial Billing Period are due and payable no later than thirty (30) days prior to the Service Effective Date. Failure to remit payment within this timeframe may result in a delay of the Service Effective Date until payment is received.
      3. Billing periods and invoicing schedules for project-based Services are governed by the Project Fees section of this Agreement.
      4. When the Service Effective Date falls after the first day of the month and the remaining days in that month are less than ten (10), the Initial Billing Period shall include both the partial month from the Service Effective Date through the last day of that month and the following full calendar month, and shall be invoiced together as a single Initial Billing Period.
      5. All ITEE invoices are due and payable within thirty (30) days of the date of the invoice, unless otherwise agreed upon in writing by both Parties. Customers whose Service Term commenced prior to the Legacy Billing Date shall retain their previously applicable payment terms of seven (7) days for the duration of their relationship with ITEE, including any renewals, unless otherwise requested in writing by the Customer. Alternate payment terms may be available upon written request and must be agreed upon in writing by both Parties prior to taking effect.
   2. Standard Service Fees
      1. Rates and Fees are described in the Order Form that references this Agreement. The Customer shall pay ITEE the Fees. Travel and expenses are not included in the Fees and will be billed separately to the Customer in accordance with the On-Site Visitation section of this Agreement and subject to the applicable Trip Fee.
      2. ITEE shall have the right annually or upon each anniversary of the Service Effective Date of a Service to increase the Fees for fixed, hourly, and volume-based Services by the greater of (i) the U.S. Department of Labor Consumer Price Index (CPI) or (ii) 3.5% of the preceding Fees. ITEE shall provide Customer with no less than thirty (30) days written notice prior to any such increase taking effect.
      3. In the event of an increase of more than ten percent (10%) of the price of any Third Party Service necessary to provide the Services, ITEE may proportionately increase the Fee for the applicable Service upon thirty (30) days written notice to Customer.
      4. Any discounts applied to Fees are granted at ITEE’s sole discretion and do not constitute a waiver of standard rates. ITEE reserves the right to modify or withdraw any discount upon written notice to Customer, provided that any such modification shall not take effect until the start of the next Billing Period following the notice.
   3. Cloud Service Fees
      1. Any contracted Service that is billed based on time usage will be billed based on the cloud provider documented total usage, rounded up to the nearest hour.
      2. Any contracted usage-based Service is billed for a minimum time of thirty (30) days per month for the duration of the contracted Service.
      3. For any cloud instance, in which the usage data has been modified, removed, or otherwise rendered unreliable or unavailable, the greater of the minimum usage of thirty (30) days per month, the total usage for the preceding month, or the agreed contracted usage for the billing period in question will apply. This minimum billing time will also be applied if an instance is terminated, and the termination is not performed by ITEE.
      4. Any contracted Service that is billed based on storage volume usage will be billed in accordance with the rounding rules set forth in the Volume-Based Service Fees section of this Agreement.
      5. For all Cancellation Fee calculations involving time-based cloud Services, usage will be calculated as thirty (30) days per month and billed in accordance with the Service Cancellations section of this Agreement.
      6. All variable Cloud Service Fees will be automatically updated to reflect actual observed or projected usage changes during each Billing Period without requiring a new Order Form or written approval from Customer. These changes include, but are not limited to, changes in instance types, images, scaling times, users, orchestration, and resources.
      7. When the Customer has authorized ITEE to make emergency changes based on need, ITEE has the right to increase or change Cloud Services to meet Customer demand. ITEE has no liability for additional direct or indirect costs and Fees that are attributable to these emergency changes. Customer acknowledges that Customer’s authorization for emergency changes is required for ITEE to take independent action in situations when time is of the essence or an approved Customer representative is not available.
   4. Percent Billed Fees
      1. Any Service that is billed as a percent of spend will be calculated as a percent of the total Fees of all active Services, including add-ons, upgrades, volume-based fees, and other modifications or additions, during the covered Billing Period with ITEE. Service credit purchases and advisory Services designated as exempt by ITEE in writing are exempt from the total Fees for the calculation of percent billed fees.
      2. For any Service that is billed as a percent of total spending, the percentage is calculated based on the subtotal of all active Services on the account, including volume-based fees, prior to any discounts or credits.
      3. When more than one Service is billed as a percentage of total spending, each percent-billed Service shall be added to the subtotal before calculating the next percent-billed Service fee, applied in order from the lowest percentage to the largest percentage.
   5. Hourly Fees
      1. All work of whatever nature done by a Team Member for the direct benefit of the Customer constitutes billable time. Such work includes, without limitation, orientation to the Customer’s problems and environment, establishing logins, monitoring, research, experimentation, consultations with other persons, conferences, telephone calls, composing emails, drafting, editing, and review of documentation, drafting reports, security incident response and investigation, vulnerability assessments and penetration testing support, change management and change control activities, vendor coordination and third party management, policy and procedure development and review, training and knowledge transfer sessions, project management and coordination activities, and on-call and after-hours availability.
      2. Billable time shall accrue in minimum time increments of fifteen (15) minutes. A two (2) hour minimum charge applies to all Emergency Tasks and to Compliance and Regulatory Tasks that require specific scheduling, including but not limited to, meetings with auditors, regulatory bodies, Customer representatives, or designated third parties. A one (1) hour minimum charge applies to all other time-based tasks unless otherwise specified in the applicable Order Form.
      3. For hourly billed work, ITEE will regularly send Customer an invoice detailing an itemized statement of Fees. This invoice will reflect a brief description of Services, billed time, and Fees for Services rendered.
      4. Total time cannot be determined in advance. Any estimates of total time are provided for the Customer’s benefit only and may differ from the final time billed. Customer hereby waives the right to contest any charges made for Services and expenses on invoices if no written complaint, sent in accordance with the Notices section of this Agreement, is received by ITEE within seven (7) days from the date of the invoice.
      5. If any Fees or expenses required to be paid in advance are not remitted within thirty (30) days prior to the scheduled Service, ITEE reserves the right to immediately cancel any or all Services to Customer until payment has been received, regardless of the technical circumstances of the Customer at the time. Failure to make a payment within the specified timeframe will forfeit the assigned time slot. ITEE does not accept any liability attributed to forfeiture of a scheduled time slot.
      6. Any missed appointment by the Customer, cancellation with less than 48 hours notice, or failure to provide necessary information, access, or required resources that prevents ITEE from performing the scheduled duties, will result in a Reserved Time Fee. The Reserved Time Fee will be the greater of one (1) hour of time or fifty (50) percent of the scheduled time. Customer acknowledges that this Fee is the minimum Fee for the reserved time slot, regardless of use, and not a penalty. Reserved Time Fees are not a part of included technical support for Services and will be billed separately.
   6. Volume-Based Service Fees
      1. Volume-based billing applies to managed Services where fees are determined by the volume of data processed or stored, including but not limited to log ingestion and management. Volume-based fees are a component of the applicable managed Service and are billed in addition to any base Service fees.
      2. Billable volume shall be calculated based on the total volume of data processed or stored during the Billing Period, rounded up to the nearest ten (10) GB for Hot Storage, the nearest one hundred (100) GB for Warm Storage, and the nearest one thousand (1,000) GB for Cold Storage.
      3. Volume-based fees are determined by the rates set forth in the applicable Order Form. The billable volume used to calculate Fees is based on the Peak Volume handled by ITEE on behalf of the Customer during the contracted term, as recorded by ITEE’s systems. Peak Volume is determined by the highest volume of data ingested in a single month during the contracted term. The total billable volume for each Billing Period is calculated by multiplying the Peak Volume by the applicable retention period in months, rounded up to the nearest increment for the applicable storage tier as defined in this Agreement. Peak Volume shall be reviewed regularly and adjusted to reflect actual and projected usage. If actual usage exceeds projected volume by more than five percent (5%) from the volume projected at the last review, a retroactive adjustment shall be applied back to the period during which the higher usage began, and Customer shall be invoiced accordingly.
      4. Retention periods are set at the start of the Service Term as specified in the applicable Order Form and applied to each Billing Period. Default retention periods are thirty (30) days for Hot Storage, ninety (90) days for Warm Storage, and twelve (12) months for Cold Storage, unless otherwise specified in the applicable Order Form. Customer may request alternative retention periods in writing, which must be agreed upon by both Parties in writing prior to taking effect.
      5. Customer may request a change to their retention period in writing at any time. Retention period increases may be requested at any time and the new rate shall apply to the current Billing Period in full regardless of when during the Billing Period the change is requested. The new rate shall apply to all subsequent Billing Periods. Retention period decreases may only be requested at the time of Service renewal and shall take effect at the start of the Renewal Service Term.
      6. For all Cancellation Fee calculations involving a Service with a volume-based component, the fee shall be calculated using the Peak Volume as defined in this Agreement, multiplied by the applicable retention period in months and the applicable rate for that storage tier as set forth in the Order Form. This amount shall be added to any fixed base Service fee for each remaining month in the contracted term.
   7. Per-User Service Fees
      1. Per-user billing applies to Services where fees are determined by the number of licensed users, in addition to any applicable base Service fee. Per-user fees are a component of the applicable Service and are billed in addition to any base Service fees as set forth in the applicable Order Form.
      2. Per-user fees are determined by the rates set forth in the applicable Order Form. The contracted user count and any applicable minimum user requirement are set forth in the applicable Order Form and represent Customer’s commitment for the duration of the Service Term. Customer may not reduce the number of licensed users below the contracted user count or the required service minimum, whichever is greater, except at Service renewal upon written request to ITEE.
      3. Customer may request additional users beyond the contracted user count at any time by written request to ITEE submitted to [email protected] or to Customer’s designated ITEE account manager from an authorized account user and registered email address.
      4. For all Cancellation Fee calculations involving a Service with a per-user billing component, the fee shall be calculated using the Peak User Count as defined in this Agreement, multiplied by the applicable per-user rate in effect at the time of cancellation, added to any applicable base Service fee, for each remaining month in the contracted term.
   8. End of Life Devices
      1. ITEE may, at its sole discretion, provide Services for EOL Devices on a case by case basis. All EOL Devices must be approved by ITEE prior to inclusion in the scope of Services.
      2. Customer is solely responsible for notifying ITEE of any EOL Device prior to the commencement of Services and promptly upon becoming aware of any device that reaches EOL status during the Service Term. Customer acknowledges that operating EOL Devices presents inherent security and operational risks and that ITEE’s provision of Services for EOL Devices does not mitigate or eliminate such risks. Customer expressly releases ITEE from any liability arising from security incidents, data breaches, service failures, or other issues attributable to or exacerbated by the presence of EOL Devices within the scope of Services.
      3. The EOL Fee will be applied to each EOL Device for each Billing Period in which the EOL Device is within the scope of Services. Customer acknowledges that the EOL Fee is not a penalty but represents reasonable compensation for the increased risk, complexity, and resources required to provide Services for EOL Devices. If additional Services are required to mitigate risks posed by an EOL Device, such Services are not included in the EOL Fee and will be billed separately in accordance with the applicable Fee structure set forth in this Agreement.
      4. The EOL Fee may be applied at any time upon discovery of an EOL Device, without prior notice to Customer, and may be applied retroactively to the date the device first achieved EOL status or the date ITEE first provided Services for the device, whichever is later, up to a maximum retroactive period of twenty four (24) months. Customer’s failure to disclose an EOL Device constitutes a breach of Customer’s warranty obligations under the Customer Warranties section of this Agreement. Customer acknowledges that this retroactive application represents compensation for services already rendered under conditions of undisclosed risk and is not a penalty.
      5. If ITEE determines, in its sole discretion, that it is unable to continue to effectively provide Services for an EOL Device, ITEE may remove the EOL Device from the scope of Services upon thirty (30) days written notice to Customer in accordance with the Communications section of this Agreement. Upon removal, the applicable Service Fees shall be adjusted on a pro rata basis for the remainder of the current Billing Period. ITEE bears no liability for any loss, hardship, or service interruption arising from the removal of an EOL Device from the scope of Services.
      6. For all Cancellation Fee calculations, the EOL Fee applicable to each EOL Device active within thirty (30) days prior to the date of the cancellation notice shall be included in the Cancellation Fee calculation in accordance with the Fees section of this Agreement.
   9. Regional Service Fees
      1. ITEE deploys Services within the Customer’s designated region or regions. Each region in which Services are deployed is subject to the regional fee structure set forth in this section. Regional fees are applied independently to each region in which Customer has active Services.
      2. The Region Minimum Fee is two thousand dollars ($2,000.00) per region per month. If the total regional Fees do not meet the Region Minimum Fee, Customer will be charged the difference. For the Initial Billing Period, the Region Minimum Fee shall be prorated based on the number of days in the Initial Billing Period relative to the total number of days in that month.
      3. A Regional Surcharge may apply to any region in which Customer has active Services. The applicable Regional Surcharge percentage is set per region and communicated to Customer on the applicable Order Form or linked proposal. If a Regional Surcharge becomes applicable to a region that was not previously subject to a Regional Surcharge, ITEE shall provide Customer with no less than thirty (30) days written notice prior to the Regional Surcharge taking effect.
      4. Where applicable, the Platform Surcharge percentage is communicated to Customer on the applicable Order Form or linked proposal at the time of the request. The Platform Surcharge is independent of and may apply in addition to any applicable Regional Surcharge.
      5. Regional Surcharges and Platform Surcharges may be updated to reflect changes in Third Party Service costs, effective on the next invoice following the cost change. Notice will be provided to Customer as soon as reasonably practicable following any such change. ITEE bears no liability for any increase in Regional Surcharges or Platform Surcharges resulting from changes in Third Party Service costs.
      6. The Region Minimum Fee is assessed prior to the addition of any applicable Regional Surcharge or Platform Surcharge.
      7. Where both a Regional Surcharge and a Platform Surcharge apply, the Regional Surcharge shall be applied first, followed by the Platform Surcharge applied to the resulting total.
      8. For all Cancellation Fee calculations, the Region Minimum Fee shall be applied to each remaining month in the contracted term for each region in which Customer has active Services at the time of cancellation.
      9. For all Cancellation Fee calculations involving a region with an active Regional Surcharge, Platform Surcharge, or both, the applicable surcharge percentage or percentages in effect at the time of cancellation shall be applied to the total Fees for each remaining month in the contracted term for the applicable region, after application of any Region Minimum Fee.
   10. Project Fees:
       1. All projects require a deposit in the amount specified on the applicable Order Form. The deposit must be received in full prior to final scheduling of the project. ITEE reserves the right to withhold scheduling until the deposit has been received and cleared.
       2. Invoices for project-based Services will be issued at regular intervals based on one or more of the following as specified in the applicable Order Form or project proposal: time spent by Team Members, completion of defined Work Objectives or project milestones, or a fixed invoicing schedule agreed upon by both Parties in writing. Where no invoicing schedule is specified, ITEE will invoice for project-based Services on a weekly or monthly basis at ITEE’s discretion. All project invoices are due upon receipt. Delays in payment may result in project scheduling delays. Projects will be paused when payment has not been timely remitted. Availability is not guaranteed if re-scheduling is required and significant delays may occur. ITEE bears no liability for hardship incurred due to such delays.
       3. For fixed price projects, the scope of work is limited exclusively to the Work Objectives defined in the applicable Order Form or project proposal. Any work outside of the defined Work Objectives shall constitute a change in scope and will be subject to additional Fees.
       4. For all project types, the following constitute a change in scope:
          1. Failure of Customer to disclose information, details, or access necessary for the performance of the project;
          2. Any delay caused by Customer that results in the need to replicate work that was previously completed;
          3. Any delay or limitation caused by Third Parties, including but not limited to the unavailability or limitations of resources outside of ITEE’s control;
          4. Customer requests changes to previously approved designs, architectures, or configurations;
          5. Customer changes their technical environment, infrastructure, or systems during the project in a way that materially affects the work;
          6. Customer changes key personnel or points of contact in a way that materially affects project continuity;
          7. Changes to Third Party Services that affect the project scope, timeline, or resources required;
          8. Changes in applicable laws, regulations, or compliance requirements during the project term that require additional work;
          9. Discovery of undisclosed or unknown conditions in Customer’s environment that materially affect the scope, timeline, or resources required;
          10. Any other change that affects scheduling, resources, assigned Team Members, or Work Objectives.
       5. Any change in scope requires a formal change order agreed upon by both Parties in writing prior to implementation. Minor adjustments that do not materially affect the project scope, timeline, or Fees may be implemented at ITEE’s discretion without a formal change order. If Customer declines to execute a required change order, ITEE reserves the right to pause or terminate the project until the change order is agreed upon in writing by both Parties. During any such pause, ITEE bears no liability for any resulting delays, scheduling changes, loss of previously assigned Team Members, or hardship incurred by Customer. Work will not resume until the change order has been executed by both Parties, and ITEE does not guarantee the availability of previously assigned Team Members or scheduling upon resumption. Customer acknowledges that all work completed by ITEE prior to a change in scope is billable and shall be invoiced in accordance with this Agreement regardless of whether the project is modified, paused, or terminated. Work required to address or implement a change in scope shall be billed separately in addition to any Fees already incurred.
       6. Customer acknowledges that timely provision of required information, resources, access, and facilitation is essential to project completion. Any delay caused by Customer may result in additional Fees billed at the applicable hourly rate, project rescheduling, or both. ITEE bears no liability for any delays, losses, or hardship resulting from Customer’s failure to provide required information, resources, access, or facilitation in a timely manner.
       7. All Fees paid for project-based Services are non-refundable. Any Fees paid for project-based Services that have not been applied to active project work within one (1) year of receipt shall be forfeited. Customer acknowledges that this forfeiture is not a penalty and represents reasonable compensation for the reservation of resources, scheduling, and capacity maintained by ITEE on Customer’s behalf during that period.
   11. Pass-Through Fees
       1. All Pass-Through Fee expenses are fully reimbursable by the Customer and will be reported with an invoice that includes a detailed report of the fees incurred.
       2. Pass-Through Fee totals cannot be determined in advance. Any estimates of pass-through fees are provided for the Customer’s benefit only and may differ from the final fees billed.
       3. Pass-Through Fees will be grossed up to include any local, state, and federal taxes payable by ITEE due to the Pass-Through Fees incurred.
       4. Pass-Through Fees are due upon receipt as they represent costs already incurred by ITEE on behalf of Customer. Alternatively, Customer may elect in writing to have Pass-Through Fees billed as projected costs on the regular monthly invoice, subject to net thirty (30) day payment terms. Projected Pass-Through Fees will be reconciled against actual usage on the following invoice with any resulting difference billed or credited accordingly.
       5. ITEE reserves the right to terminate or cancel any Service that generates Pass-Through Fees due to failure of Customer to remit payment for Pass-Through Fees within seven (7) days of the invoice. ITEE does not accept any liability for loss or hardship associated with Service disruption due to payment failures. In the event of termination or cancellation, Customer is responsible for all Pass-Through Fees that have been incurred and any additional Fees due to termination or reinstatement activities.
   12. Added Service Fees
       1. Customers with existing Service Terms will automatically keep a combined Service Renewal Date unless otherwise specified on the applicable Order Form. New Services that are added will become a part of the current contract for the Customer and renew on the same date as previously contracted Services.
       2. The required Service Term for new Services is a minimum of thirty-six (36) months. If a new Service is added to an existing contract and the remaining time until the Service Renewal Date is less than thirty-six (36) months from the Service Effective Date of the new Service, the new Service will renew at the next Service Renewal Date for a full thirty-six (36) month Renewal Service Term. If the new Service is not renewed at that time, a Cancellation Fee calculated in accordance with the Fees section of this Agreement will be billed to the Customer for the remaining term.
   13. Temporary Service Fees
       1. Temporary Services may be added for Customer on written request or confirmation without an Order Form and will be billed on Customer’s regular monthly invoice for the duration in which the Service persists.
       2. If a Temporary Service has persisted for more than ninety (90) days at the time of a Service Renewal, it will be included by default in the Service Renewal Contract unless otherwise specified by Customer in writing prior to the Service Renewal Date.
       3. Temporary Services do not generate security and performance alerts by default and will be managed and monitored without alert thresholds unless otherwise requested in writing by Customer.
       4. Setup and configuration of Temporary Services is not included as a part of existing technical support and will be billed separately in accordance with the applicable Fee structure as set forth in the Compensation section of this Agreement.
       5. Temporary Services are not covered under the IT Eagle Eye Service Level Agreement, which is incorporated herein by reference.
   14. On-Site Visitation:
       1. Any on-site visitation required by Customer or necessitated by the performance of Services is subject to a Trip Fee. A minimum time of three (3) hours applies to all on-site visitations. Unless otherwise specified in writing, the minimum Trip Fee shall be two hundred and fifty dollars ($250.00) per visitation. Trip Fees may vary based on distance, location, and other factors at ITEE’s discretion and will be communicated to Customer in writing prior to the visitation. All travel fees and expenses are billed separately from and in addition to the Trip Fee and any applicable hourly charges.
   15. Taxes and Fees:
       1. All Rates and Fees are exclusive of local, state, federal and international sales, value added, excise and other taxes and duties of any kind. Customer agrees to pay any and all taxes and duties arising out of or in connection with this Agreement, other than taxes levied or imposed based upon ITEE’s net income.
       2. Customers located outside of North Carolina, in other states, or in international jurisdictions are solely responsible for all applicable taxes, duties, levies, and any required reporting obligations arising from their use of Services under this Agreement, including but not limited to any taxes imposed by their local, state, federal, or international taxing authorities.
       3. Customers claiming tax exempt status must provide ITEE with valid and current documentation of such exemption prior to invoicing. Customers located outside of North Carolina subject to taxes in other jurisdictions may attest in writing to their applicable tax status. If Customer claims tax exempt status and is subsequently found not to be exempt, Customer shall be solely responsible for all taxes, penalties, interest, and any other costs arising from such claim, including any amounts assessed against ITEE as a result of Customer’s incorrect exemption claim.
       4. If Customer is required to withhold an amount for taxes before remitting payment to ITEE, ITEE may gross up its rates and the amount due in an original or amended invoice to ensure that the net amount actually received by ITEE equals the gross amount due.
       5. In the event of any change in applicable tax laws, regulations, or rates during the Service Term that affects the Fees or costs associated with providing Services, ITEE reserves the right to adjust the Fees accordingly upon thirty (30) days written notice to Customer. Customer acknowledges that such adjustments are not subject to the standard annual fee increase provisions of this Agreement and represent a pass-through of additional tax obligations imposed by law.
   16. Payment Terms
       1. Customer agrees to provide ITEE with valid and updated payment method information for an accepted form of payment as set forth in this Agreement. Customer authorizes ITEE to charge the provided payment method for any and all Fees owed to ITEE under this Agreement, including recurring charges, Usage Fees, Cancellation Fees, and any additional Fees, for the duration of the Agreement and thereafter until all outstanding amounts owed to ITEE have been paid in full. This authorization survives termination or expiration of the Agreement and any changes to Services or Fees. Customer is responsible for providing complete and accurate billing and contact information to ITEE and notifying ITEE of any changes to such information within five (5) business days. If a payment method becomes invalid, Customer agrees to provide updated payment information immediately upon request.
       2. All invoices are due and payable as indicated on the invoice. Automatic payments will be submitted according to the applicable payment terms. Any changes to the default payment terms must be requested and agreed upon in writing by both Parties prior to taking effect.
       3. ITEE accepts the following payment methods: ACH Debit, ACH Push, Wire Transfer, Credit Card (Visa, MasterCard, American Express), Apple Pay, and Google Pay. SEPA Direct Debit is available only to Customers who are already using this payment method. ITEE charges a handling fee on each credit card, Apple Pay, and Google Pay transaction in the amount of three and one half percent (3.5%) of the amount paid for domestically issued cards and four and one half percent (4.5%) for internationally issued cards. Customer agrees that this handling fee has been accepted and electively paid for the additional service of accepting a non-preferred payment option. ACH Debit, ACH Push, and Wire Transfer are the preferred payment methods and are not subject to handling fees.
       4. All Services are billed in USD. Customer is responsible for remitting the full amount due in USD. Any transfer fees or other costs associated with remitting payment are the responsibility of Customer.
       5. Customers who have been grandfathered on alternate currency billing prior to the Legacy Billing Date may continue to receive invoices presented in their elected currency, calculated using the exchange rate in effect at the time the invoice is issued, less three hundredths (0.03) to cover currency exchange costs. Grandfathered alternate currency billing Customers are subject to net seven (7) day payment terms due to exchange rate fluctuation. If a change in the exchange rate results in ITEE receiving less than the gross USD amount of the invoice, ITEE reserves the right to bill Customer for the difference. All amounts ultimately due to ITEE shall be based on the gross USD amount of the invoice regardless of the currency in which it was presented.
       6. Customer acknowledges that ITEE may utilize automatic account updating services provided by third party payment processors to maintain current and valid payment information on Customer’s account, including updates resulting from expired, compromised, or otherwise invalid payment methods. By providing a credit card, Apple Pay, or Google Pay as a payment method, Customer expressly consents to the activation of automatic account updating services on their account. ITEE is not liable for any errors, delays, unauthorized charges, or other issues arising from the use of automatic account updating services provided by third party payment processors. Customer remains solely responsible for ensuring that valid payment information is maintained on their account at all times regardless of any automatic updating services in place.
       7. When Customer has multiple open invoices, any payment made will be applied to invoices in ascending order based on their due dates, from the oldest to the most recent, unless Customer directs payment to a specific invoice in writing at the time of payment.
       8. If a payment is rejected, returned, or dishonored for any reason, a Returned Payment Fee in the amount of thirty-five dollars ($35.00) will be assessed in addition to any applicable Late Payment Fees. Additional fees may be charged if the cost to ITEE for the returned payment exceeds this amount. ITEE reserves the right to pursue treble damages in accordance with this Agreement.
       9. Any Customer claims, including without limitation disputes in connection with billings, work performance, or similar concerns, must be presented to ITEE in writing in accordance with the Communications section of this Agreement no later than seven (7) days after the date of the applicable invoice. Failure to timely present a claim in accordance with this section shall constitute a waiver of that claim. Upon receipt of any dispute notice or chargeback initiated by Customer through any payment processor or financial institution, Customer agrees to pay a non-refundable investigation fee in the amount of one thousand two hundred dollars ($1,200.00), which represents reasonable compensation for the time and resources required to investigate the dispute regardless of its outcome. The investigation fee may be charged immediately to any saved payment method on file upon receipt of a dispute notice or chargeback. Customer acknowledges that initiating a chargeback through a payment processor or financial institution rather than submitting a written dispute to ITEE in accordance with this section constitutes a breach of this Agreement and may result in immediate termination of Services, in which case Customer shall remain liable for all outstanding Fees, the applicable Cancellation Fee calculated in accordance with the Fees section of this Agreement, and any other amounts due to ITEE.
       10. Any payment not received by the due date shall be subject to a grace period of seven (7) days. Following the expiration of the grace period, any outstanding balance shall accrue late payment fees at the rate of one and one half percent (1.5%) per month, or the highest rate allowable by applicable law, whichever is lower, accruing on a daily basis until paid in full. Late payment fees shall not constitute an election of, or ITEE’s exclusive, remedy. Any payment more than fourteen (14) days past due will result in a cessation of all Services until the delinquent balance is paid in full. ITEE reserves the right to reschedule any planned tasks following a cessation of Services. Availability is not guaranteed upon resumption of Services and significant delays may occur. ITEE does not accept any liability for loss or hardship associated with such cessation of Services or any resulting rescheduling. Any payment more than thirty (30) days past due will result in termination of the account in accordance with the Service Cancellations section of this Agreement, at which time the applicable Cancellation Fee calculated in accordance with the Fees section of this Agreement shall become immediately due and payable, and the outstanding balance will be referred to collections. Customer agrees to pay any and all legal fees, collection fees, and other expenses incurred by ITEE due to Customer’s failure to pay any amounts due. Customer authorizes ITEE to apply any accrued fees and outstanding balances against any payment method on file.
       11. ITEE’s election to extend additional time to Customer before enforcing any consequence set forth in this Agreement shall not constitute a waiver of ITEE’s rights or preclude ITEE from enforcing any consequence at a later date. Each instance of late payment shall be treated independently and any prior accommodation shall not create an expectation of future accommodation.
       12. Upon cancellation of this Agreement or any Service by Customer for any reason, any and all unused funds or credits shall be forfeited. Unless ITEE cancels without cause in accordance with the Service Cancellations section of this Agreement, no refunds will be provided for any amounts already paid. Any refunds that are provided will not include any applicable handling fees, late payment fees, returned payment fees, investigation fees, Trip Fees, Reserved Time Fees, Usage Fees, or any other fees designated as non-refundable under this Agreement.
4. Service Renewals
   1. Renewal Term: If not sooner terminated, this Agreement shall automatically renew at the end of the Initial Service Term and shall thereafter continue for successive Renewal Service Terms in accordance with the definitions of Initial Service Term and Renewal Service Term set forth in this Agreement.
   2. Renewal Notification: Customers will receive a renewal Order Form notification that details the Services that are being renewed and any updates or changes to the Services. This notification will be sent no later than ninety (90) days prior to the Service Effective Date for the Renewal Service Term in accordance with the Communications section of this Agreement.
   3. Renewal Changes: Any changes desired by the Customer prior to renewal must be made to ITEE in writing at least sixty (60) days prior to the Service Effective Date of the Renewal Service Term in accordance with the Communications section of this Agreement.
   4. Late Changes: Services cancelled with less than forty five (45) days notice prior to the Service Effective Date of the Renewal Service Term will be terminated as of the Service Renewal Date. Customer is responsible for all Fees through the Service Renewal Date. Any invoices generated at the Renewal Service Term rate prior to the termination effective date are due and payable and non-refundable, as ITEE will have reserved and allocated resources in anticipation of the Renewal Service Term.
5. Service Cancellations
   1. Terminations: Written notice of cancellation of any Service or termination of this Agreement in whole or in part by either Party will be provided in accordance with the Communications section of this Agreement. ITEE does not accept any liability for any loss or hardship that may be associated with cancellation or termination. Cancellation or termination of all Services under this Agreement shall not automatically terminate this Agreement. This Agreement shall remain in force until all surviving obligations have been fulfilled in accordance with the General Contractual section of this Agreement.
   2. Effect of Cancellation: Upon cancellation or termination of this Agreement or any Service, the following provisions shall apply.
      1. ITEE is entitled to payment for all contracted Fees regardless of whether the work was completed. The fact that work remains incomplete, in progress, or undelivered at the time of cancellation shall not reduce or offset any amounts owed to ITEE under this Agreement.
      2. Upon Customer’s cancellation of this Agreement or any Service for any reason other than ITEE’s uncured material breach, Customer agrees to pay ITEE the applicable Cancellation Fee calculated in accordance with the Fees section of this Agreement.
      3. In the event ITEE cancels this Agreement or any Service without cause, any prepaid amounts will be applied against all outstanding balances, non-refundable fees, and any other amounts owed to ITEE. Any remaining balance after all such deductions will be refunded to Customer within thirty (30) days of the effective date of cancellation, provided that Customer has fulfilled all obligations under this Agreement through the effective date of cancellation.
      4. Upon receipt of a cancellation or termination notice, ITEE is authorized to begin service termination activities, including the cessation of individual Services, removal of products, revocation of licenses and access, and any other activities necessary to complete the separation process, without further authorization from Customer. ITEE’s obligation to provide any individual Service shall cease upon the completion of service termination activities for that Service, regardless of whether the overall effective cancellation or termination date has been reached. ITEE bears no liability for any loss, hardship, or service interruption arising from service termination activities performed in accordance with this section.
      5. Upon the effective date of cancellation or termination, all cancelled or terminated Services shall cease and no further obligations to provide those Services will be owed to Customer.
   3. Termination for Cause: Each party may terminate this Agreement for cause as set forth below or in the applicable proposal.
      1. Either Party may cancel or terminate any Service or this Agreement due to a failure by the other Party to carry out any material obligation, term, provision, or condition of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after the terminating Party provides the breaching Party with written notice of such breach in accordance with the Communications section of this Agreement;
      2. ITEE may cancel or terminate any Service for cause if any Third Party Service used to provide such Services is substantially changed by the third party provider, including a substantial increase in price, or if ITEE no longer has access to or the ability to use the Third Party Service to provide the Services. Where such cancellation or termination is solely due to changes in a Third Party Service that is not attributable to a Customer-requested provider, configuration, or other service delivery change, no Cancellation Fee shall apply. Where such changes are attributable to a Customer-requested provider, configuration, or other service delivery change, the Cancellation Fee shall apply in accordance with the Fees section of this Agreement;
      3. ITEE may cancel or terminate any Service or this Agreement for cause if Customer fails to pay any amount due to ITEE in accordance with the Payment Terms section of this Agreement; or
      4. ITEE may immediately cancel or terminate any Service or this Agreement for cause, without notice or cure period, if Customer (i) terminates or suspends its business, or undergoes a change of control, merger, or acquisition that materially affects its ability to fulfill its obligations under this Agreement, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver, or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. In any such event, the applicable Cancellation Fee shall be immediately due and payable in accordance with the Fees section of this Agreement.
   4. Service Discontinuation: If during the term of this Agreement ITEE discontinues any Service, ITEE shall provide Customer with written notice in accordance with the Communications section of this Agreement no less than ninety (90) days prior to such discontinuation and may, in its sole discretion, either (i) substitute the discontinued Service with a service of comparable quality and effectiveness, or (ii) terminate the discontinued Service. If a substitution results in an increase of costs to ITEE or prices from a Third Party Service of more than five percent (5%), ITEE may increase the Fees proportionately.
   5. Effect of Termination: Upon cancellation or termination of any Fixed Price Project, Customer agrees to pay the full contracted Fee for such project regardless of its completion status, in accordance with the Project Fees section of this Agreement. Rights and obligations under this Agreement which by their nature should survive termination or cancellation shall remain in effect in accordance with the General Contractual section of this Agreement.
   6. ITEE Termination for Convenience: ITEE may cancel or terminate any Service or this Agreement without cause upon ninety (90) days written notice to Customer in accordance with the Communications section of this Agreement. In the event of such cancellation or termination, any prepaid amounts will be applied against all outstanding balances, non-refundable fees, and any other amounts owed to ITEE. Any remaining balance after all such deductions will be refunded to Customer within thirty (30) days of the effective date of cancellation or termination, provided that Customer has fulfilled all obligations under this Agreement through the effective date of cancellation or termination.
6. Relationship of Parties
   1. Independent Contractor Relationship: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, agency, joint venture, or employer-employee relationship between Customer and ITEE. ITEE is not the agent of Customer or vice versa, and neither Party is authorized to make any representation or commitment on behalf of the other. Neither Party is or will be entitled to any of the benefits that the other Party may make available to its employees, such as group insurance, profit sharing, or retirement benefits. Each Party is responsible for maintaining its own insurance coverage appropriate to its business activities and obligations under this Agreement. ITEE will provide the equipment, tools, and resources necessary to perform the Services unless otherwise specified in the applicable Order Form. Services will be performed remotely unless otherwise agreed upon in writing by both Parties in accordance with the On-Site Visitation section of this Agreement.
   2. Subcontractors: ITEE may engage subcontractors and third party partners to perform any portion of the Services at its sole discretion without requiring Customer approval. ITEE shall be liable for all acts, omissions, and work performed by such subcontractors to the same extent as if the work had been performed directly by ITEE. All subcontractors engaged by ITEE shall be bound by confidentiality obligations no less protective than those set forth in the Confidential Information section of this Agreement.
   3. Non-Solicitation: Without the other Party’s express written consent, neither Party shall, during the term of this Agreement and for one (1) year after its expiration or termination, solicit for hire, as an employee or independent contractor, any of the other Party’s employees, contractors, or subcontractors with whom there has been material contact or where the hiring Party possesses Confidential Information or knowledge about the person as a result of this Agreement. In the event of hiring without the other Party’s consent, the hiring Party agrees to pay the other Party a liquidated amount equal to the greater of two hundred thousand dollars ($200,000.00) or the sum of: (i) twelve (12) months of gross annual compensation; (ii) thirty percent (30%) of gross annual compensation representing recruitment and hiring costs; (iii) fifteen percent (15%) of gross annual compensation representing training and onboarding costs; (iv) ten percent (10%) of gross annual compensation representing lost productivity during transition; and (v) twenty percent (20%) of gross annual compensation representing the risk of unauthorized disclosure or misuse of Confidential Information obtained during the course of the relationship. For purposes of this calculation, gross annual compensation shall be determined based on the solicited individual’s base salary, bonuses, and benefits at the time of solicitation. For hourly employees or contractors, gross annual compensation shall be calculated based on the hourly rate multiplied by forty (40) hours per week and fifty two (52) weeks per year, plus any applicable bonuses and benefits received during the preceding twelve (12) months. The Parties agree that the foregoing is a reasonable estimate of actual damages and not a penalty, as such damages would be difficult to ascertain at the time of contracting. Notwithstanding the foregoing, nothing in this Agreement shall prevent either Party from hiring any person who responds to a general solicitation not personally directed to said person.
   4. Acceptance of Customer: ITEE may decline to accept as a customer, at its sole discretion, any party which it believes is engaged in unlawful activities, or which may conflict with its prior customer relationships, or which it determines is otherwise incompatible with ITEE’s business. ITEE declines to accept as a customer any entity that:
      1. is engaged in or suspected of cybercrime, hacking, unauthorized access to computer systems, or any other malicious cyber activities;
      2. appears on any government sanctions list, including but not limited to the Office of Foreign Assets Control (OFAC) sanctions list, or is owned or controlled by any sanctioned entity;
      3. is engaged in adult, pornographic, or similarly objectionable industries or assists with projects of this type;
      4. does not support or actively discriminates against any person on the basis of race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity, or any other characteristic protected by applicable law;
      5. operates in a regulated industry and cannot demonstrate compliance with applicable regulatory requirements governing their industry;
      6. cannot provide satisfactory evidence of financial stability, including but not limited to credit references, financial statements, or other documentation as requested by ITEE at its sole discretion; or
      7. that ITEE determines, in its sole discretion, poses a reputational risk to ITEE or its existing customers.
7. Customer Warranties
   1. Authority: Customer represents and warrants to ITEE that: (i) Customer has the full right and power to enter into and perform this Agreement without the consent of any third party, and that neither Customer’s entry into this Agreement nor ITEE’s performance under this Agreement will conflict with any other obligation which Customer may have to any other party; (ii) the individual executing this Agreement on behalf of Customer has the authority to bind Customer to the terms and conditions of this Agreement; (iii) Customer has the right and authority to grant ITEE access to Customer’s systems, networks, data, and other resources as necessary for ITEE to provide the Services; (iv) Customer owns or has sufficient rights to any data, software, or other materials provided to ITEE in connection with the Services; and (v) prior to the commencement of applicable Services, Customer shall provide written notice to ITEE in the event that any software with respect to which it has engaged ITEE is subject to a license other than a FOSS License, and Customer shall be solely responsible for complying with the terms and conditions of any such license.
   2. Customer Information: Customer will provide all necessary and reasonably requested information, direction, and cooperation to enable ITEE to provide the Services. Customer agrees that ITEE shall use all information and data supplied by Customer without independently verifying the accuracy, completeness, or timeliness of such information. ITEE will not be responsible for any delays or liability arising from missing, delayed, incomplete, inaccurate, or outdated information and data. Customer acknowledges that ITEE is not responsible for any downtime, non-responsiveness, or any other issue that may arise due to Customer’s use of the Services. Customer further acknowledges that any site, server, or other computer network or system on which Customer uses the Services is either the property of Customer or that Customer has the permission of the owner to use the Services in connection therewith. Customer is solely responsible for maintaining current and restorable backups of all content, data, and information used in relation to the Services, including Customers who have purchased backup-related Services from ITEE. ITEE is not responsible for corruption of original or backup content, data, or information arising from any cause. Customer acknowledges that Customer is solely responsible for ensuring and protecting the integrity and security of its content, data, and information.
   3. Customer Obligations: In connection with the Services provided under this Agreement, Customer warrants and agrees to the following obligations:
      1. Customer shall maintain accurate and current inventory of all systems, devices, and assets within the scope of Services and shall promptly notify ITEE of any changes to the environment, including new systems, network changes, or infrastructure updates. Customer shall provide accurate network diagrams and system documentation upon request.
      2. Customer shall promptly report any known or suspected security incidents to ITEE. Customer shall cooperate fully with ITEE during incident investigation and response, shall not take unilateral action during an active incident without ITEE coordination, and shall preserve all evidence and logs during a security incident.
      3. Customer shall maintain current and accurate access credentials for ITEE and shall promptly notify ITEE of any changes to access credentials or permissions. Customer shall not revoke ITEE access without prior written notice except in emergency situations, in which case Customer shall notify ITEE as soon as reasonably practicable.
      4. Customer shall maintain compliance with all applicable laws and regulations governing their industry and shall promptly notify ITEE of any regulatory changes that may affect the Services. Customer shall cooperate with any compliance audits or assessments related to the Services.
      5. Customer shall notify ITEE prior to engaging any other security service provider whose services may overlap with or affect the Services provided by ITEE. Customer shall notify ITEE of any third party assessments or penetration tests planned within the scope of Services prior to their commencement.
   4. References: During the term of this Agreement, Customer agrees that ITEE may use Customer feedback or reviews as a reference in marketing materials, websites, social media, discussions, case studies, white papers, and other promotional or educational content. After termination or expiration of this Agreement, ITEE’s use of Customer as a reference may continue indefinitely unless Customer provides ITEE with written notice requesting withdrawal of such consent, in which case ITEE shall cease such use within thirty (30) days of receipt of the written notice. ITEE shall not disclose any Confidential Information of Customer in any reference or marketing materials without prior written consent of Customer. Where Customer has previously provided express written consent to ITEE for the use of specific content or information in marketing materials, such consent shall remain in full force and effect and shall not be limited or revoked by this section unless Customer expressly withdraws such consent in writing.
   5. Non-Disparagement: Customer agrees that during the term of this Agreement and for a period of two (2) years following its termination or expiration, Customer shall not, directly or indirectly, make, publish, or communicate any Disparaging statements about ITEE, its Services, Team Members, Affiliates, officers, directors, or business operations, in any medium or format, including but not limited to print, digital, social media, online reviews, industry forums, public statements, interviews, or communications with third parties. For purposes of this section, “Disparaging” means any remarks, comments, statements, or communications, whether written or oral, that could reasonably be expected to harm the reputation, business, or goodwill of ITEE, regardless of whether such statements are true or false.
      1. Customer shall ensure that its employees, contractors, representatives, and Affiliates comply with the non-disparagement obligations set forth in this section. Customer shall be liable for any Disparaging statements made by such persons to the same extent as if made by Customer directly.
      2. The following shall not constitute a violation of this section: (i) truthful statements made in connection with any legal or arbitration proceeding to which Customer is a party; (ii) truthful statements made to any government agency or regulatory body in connection with a lawful investigation or inquiry; (iii) statements made to Customer’s legal counsel, accountants, or professional advisors in confidence; or (iv) statements necessary to enforce Customer’s rights under this Agreement.
      3. Customer acknowledges that any violation of this section may cause irreparable harm to ITEE for which monetary damages alone would be an insufficient remedy. Accordingly, in addition to all other remedies available at law or in equity, ITEE shall be entitled to seek immediate injunctive relief without the requirement of posting a bond, as well as actual damages, reasonable attorney fees, and costs incurred in enforcing this section. Customer agrees that the remedies set forth in this section are cumulative and not exclusive of any other remedies available to ITEE.
   6. Endorsement: Customer may not claim or otherwise state, in any medium including but not limited to print, digital, social media, or public communications, that ITEE, its Team Members, or its Affiliates have endorsed Customer’s technology, products, services, or business endeavors without prior written permission from an authorized representative of ITEE, which permission shall be in the sole and absolute discretion of ITEE. Any unauthorized claim of endorsement shall constitute a material breach of this Agreement, and ITEE shall be entitled to seek immediate injunctive relief without the requirement of posting a bond, in addition to actual damages and reasonable attorney fees and costs incurred in connection with enforcing this provision. Customer acknowledges that unauthorized endorsement claims may cause irreparable harm to ITEE for which monetary damages alone would be an insufficient remedy.
   7. Additional Customer Warranties: Customer represents and warrants to ITEE as follows:
      1. Customer shall maintain throughout the term of this Agreement: (i) commercial general liability insurance in amounts consistent with industry standards for Customer’s business; and (ii) cyber liability insurance covering security incidents, data breaches, and other cyber-related losses arising from Customer’s systems, environment, and use of the Services. Upon ITEE’s written request, Customer shall provide evidence of such insurance coverage.
      2. Customer has the financial capacity to meet all of its payment obligations under this Agreement for the duration of the Service Term. Customer shall promptly notify ITEE of any material change in its financial condition that may affect its ability to fulfill its obligations under this Agreement.
      3. Customer’s entry into this Agreement does not conflict with any other agreement, obligation, or restriction to which Customer is a party or by which Customer is bound, and Customer has obtained all necessary consents and approvals required to enter into and perform this Agreement.
      4. Customer has disclosed to ITEE all known material security incidents, breaches, or vulnerabilities in Customer’s environment that could affect ITEE’s ability to provide the Services or that ITEE should be aware of prior to the commencement of Services. Customer shall promptly disclose to ITEE any such incidents, breaches, or vulnerabilities that become known to Customer during the term of this Agreement.
      5. Customer’s use of the Services will comply with all applicable local, state, federal, and international laws and regulations, and Customer will not use the Services for any unlawful purpose, in accordance with the Acceptable Use section of this Agreement.
      6. All information provided by Customer to ITEE in connection with this Agreement, including information provided on Order Forms, proposals, and any other documents, is accurate, complete, and not misleading. Customer shall promptly notify ITEE of any changes to previously provided information that may affect the Services or ITEE’s ability to perform under this Agreement.
8. Confidential Information
   1. Definition: For purposes of this section, the Party disclosing Confidential Information is referred to as the “Disclosing Party” and the Party receiving Confidential Information is referred to as the “Receiving Party.”
   2. Restrictions: Each Receiving Party agrees to the following restrictions with respect to the Confidential Information of the Disclosing Party:
      1. The Receiving Party will not use, disseminate, or in any way disclose any Confidential Information of the Disclosing Party to any person, firm, or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, provision of Services, and consultations with personnel or authorized representatives of the Disclosing Party, and for any other purpose the Disclosing Party may subsequently authorize in writing. Any person or entity to whom Confidential Information is disclosed shall be bound by confidentiality obligations no less protective than those set forth in this Agreement prior to receiving such Confidential Information.
      2. The Receiving Party shall ensure that any Confidential Information received is kept confidential except as otherwise required by law, and shall disclose Confidential Information only to those employees, contractors, and representatives who need to know such information and who are bound by confidentiality obligations no less protective than those set forth in this Agreement.
      3. The Receiving Party may not reverse engineer, disassemble, or decompile any prototypes, software, or other proprietary products, services, or information that embody the Disclosing Party’s Confidential Information.
      4. Customer acknowledges that ITEE will store Confidential Information from Customer on ITEE’s internal knowledge base and other computer servers, which may be physically located in multiple nations, and that Team Members may be from multiple nations of citizenship and residence.
      5. Each Receiving Party shall notify the Disclosing Party as soon as reasonably practicable, and in no event later than forty eight (48) hours after becoming aware of any unauthorized use or disclosure of Confidential Information. Each Receiving Party agrees to assist the Disclosing Party in remedying any such unauthorized use or disclosure.
      6. Customer shall notify ITEE of any specific regulatory notification requirements applicable to Customer’s jurisdiction that may affect ITEE’s obligations under this section. Customer acknowledges that it is Customer’s sole responsibility to comply with all applicable data breach notification laws and regulations in its jurisdiction, and ITEE’s notification to Customer shall not relieve Customer of its independent regulatory obligations.
   3. Term: Each Party agrees and requires its employees, contractors, and representatives to maintain the confidentiality and security of the Disclosing Party’s Confidential Information for the applicable period set forth in this section.
      1. Unless otherwise specified in this section, the obligation to maintain confidentiality of Confidential Information shall continue until the fifth (5th) anniversary of the termination or expiration of this Agreement, or until such Confidential Information becomes publicly known and generally available through no action or inaction of the Receiving Party, whichever occurs first.
      2. Notwithstanding the general confidentiality term set forth in this section, the following categories of Confidential Information shall be protected indefinitely, regardless of the termination or expiration of this Agreement or the passage of time: security configurations, architectures, and vulnerabilities; personally identifiable information and other personal data of any individual; authentication credentials and access information; incident response details and security event information; and any information that constitutes a trade secret under applicable law, for as long as such information qualifies as a trade secret.
   4. Security Measures: Each Receiving Party shall implement and maintain appropriate technical and organizational security measures to protect the Disclosing Party’s Confidential Information against unauthorized access, disclosure, alteration, or destruction throughout the applicable confidentiality period. Such measures shall be no less protective than the measures the Receiving Party uses to protect its own confidential information of similar sensitivity, and in no event less than industry standard security measures for information of a comparable nature. The Receiving Party shall promptly notify the Disclosing Party if its security measures are materially reduced or compromised in any way that could affect the protection of the Disclosing Party’s Confidential Information.
   5. Exclusions: The obligations and restrictions of this Agreement shall not apply to any Confidential Information that:
      1. was in the public domain at or subsequent to the time such information was communicated to the Receiving Party through no fault of the Receiving Party;
      2. was rightfully in the Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such information was communicated to the Receiving Party by the Disclosing Party;
      3. was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party;
      4. was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence; or
      5. is required to be disclosed by applicable law, regulation, court order, or government authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement where permitted by law and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief prior to making such disclosure.
   6. Permitted Use: The following activities shall not constitute a breach of this Agreement:
      1. The terms of this Agreement shall not be construed to limit either Party’s right to independently develop or acquire products or services without use of the other Party’s Confidential Information. The Disclosing Party acknowledges that the Receiving Party may currently, or in the future, be developing information internally, or receiving information from other parties, that is similar to the Confidential Information, and the Receiving Party is free to do so, provided that it maintains the confidentiality of the Disclosing Party’s Confidential Information.
      2. ITEE may use aggregated, anonymized data derived from providing Services to Customer for the purposes of benchmarking, analytics, and service improvement, provided that such data does not identify Customer or any individual and cannot reasonably be used to identify Customer or any individual.
      3. Team Members who have worked with Customer’s Confidential Information shall not be restricted from using general skills, knowledge, and experience gained during the course of providing Services, provided that they do not disclose or use any specific Confidential Information of Customer in doing so.
      4. Each Party may disclose Confidential Information to its legal counsel, accountants, and other professional advisors who are bound by professional confidentiality obligations or confidentiality agreements no less protective than those set forth in this Agreement.
   7. Ownership: All Confidential Information shall remain the property of the Disclosing Party and shall be returned or destroyed within thirty (30) days of the Disclosing Party’s written request, at the Disclosing Party’s option. All destruction of Confidential Information shall be performed using industry standard secure destruction methods that render the Confidential Information permanently unrecoverable. Upon the Disclosing Party’s written request, the Receiving Party shall provide written certification confirming that all Confidential Information has been destroyed in accordance with this section. The Parties acknowledge that copies of Confidential Information may persist in backup systems, cloud storage, snapshots, log files, and other automated storage mechanisms that are not immediately accessible or readily deletable. Such copies shall be deleted or destroyed as soon as reasonably practicable as part of the Receiving Party’s normal system maintenance and data lifecycle management processes, and shall remain subject to the confidentiality obligations of this Agreement until permanently deleted. Except as expressly provided in the License and Intellectual Property sections of this Agreement, no rights or licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement.
9. License and Ownership: Subject to the terms and conditions of this Agreement, ITEE grants Customer a license to use Licensed Work Product as follows:
   1. Subject to payment of all applicable Fees under this Agreement, ITEE grants to Customer a limited, nonexclusive, non-transferable, royalty-free, worldwide license during the term of this Agreement to use Licensed Work Product solely for Customer’s internal business purposes in furtherance of the Services. Customer shall not sublicense, transfer, assign, modify, or create derivative works of any Licensed Work Product without ITEE’s prior written consent. ITEE reserves the right to audit Customer’s use of Licensed Work Product to ensure compliance with the terms of this license upon reasonable written notice to Customer.
   2. To the extent that any Licensed Work Product is based on, derived from, or otherwise subject to a FOSS License, such Licensed Work Product shall be subject to and is hereby licensed to Customer pursuant to the terms and conditions of the applicable FOSS License, even if those terms are more restrictive than the license granted under this section. Customer agrees to comply with all applicable FOSS License terms and conditions at all times.
   3. The license granted under this section shall automatically terminate upon the termination or expiration of this Agreement or the applicable Service, after which Customer shall immediately cease all use of the Licensed Work Product and destroy all copies in accordance with the Ownership section of this Agreement.
10. Intellectual Property: The Parties’ respective Intellectual Property rights are addressed as follows:
    1. ITEE shall retain all Intellectual Property rights in all materials, tools, methodologies, and other resources created, owned, or licensed by ITEE in the course of providing the Services, and ITEE shall not be restricted in any way with respect thereto. Customer shall retain all Intellectual Property rights in its own data, systems, and any materials provided by Customer to ITEE in connection with the Services. Nothing in this Agreement shall be construed to transfer or assign any Intellectual Property rights of either Party to the other except as expressly provided in the License section of this Agreement.
    2. Ownership of Work Product and Licensed Work Product created during the term of this Agreement shall be determined in accordance with the definitions of Work Product and Licensed Work Product set forth in this Agreement. For the avoidance of doubt, ITEE shall retain all Intellectual Property rights in Licensed Work Product, and Customer shall own Work Product that is commissioned as a standalone deliverable upon full payment of all applicable Fees, as further described in the definitions of Work Product and Licensed Work Product.
11. Safety and Liability
    1. Licenses and Certifications: ITEE represents and warrants that it holds and will maintain throughout the term of this Agreement all licenses, permits, certifications, and authorizations required by applicable law to provide the Services in the jurisdictions in which ITEE operates. Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and licensing requirements in Customer’s jurisdiction. ITEE shall promptly notify Customer in writing if any required license, permit, certification, or authorization is suspended, revoked, or otherwise rendered invalid in a manner that may affect ITEE’s ability to provide the Services.
    2. Insurance: ITEE shall maintain throughout the term of this Agreement appropriate insurance coverage sufficient to cover its obligations and potential liabilities under this Agreement. Upon Customer’s written request, ITEE shall provide evidence of such insurance coverage. ITEE shall notify Customer promptly if any required insurance coverage is cancelled, materially reduced, or otherwise rendered invalid during the term of this Agreement. Required coverage includes but is not limited to:
       1. Commercial general liability insurance in amounts consistent with industry standards for managed security service providers;
       2. Professional liability insurance covering errors and omissions in the provision of Services; and
       3. Cyber liability insurance covering security incidents, data breaches, and other cyber-related losses arising from the provision of Services.
    3. Security: ITEE shall implement and maintain appropriate security measures in connection with the provision of Services under this Agreement, consistent with the standards set forth in the Security Measures section of this Agreement and industry standard security practices for managed security service providers.
       1. ITEE agrees to abide by written security standards delivered by Customer to ITEE, to the extent that such standards are technically feasible and compatible with ITEE’s systems, infrastructure, and ability to provide the Services. Where Customer’s security standards conflict with ITEE’s ability to provide the Services, ITEE shall notify Customer in writing and the Parties shall work in good faith to reach a mutually acceptable solution. ITEE shall not be liable for any failure to comply with Customer security standards that are technically infeasible or incompatible with the delivery of Services.
       2. ITEE shall implement reasonable access controls, authentication measures, and monitoring capabilities to protect Customer’s systems and data in connection with the Services. The specific security measures applicable to each Service shall be consistent with industry standard security practices for the type of Service being provided and as otherwise agreed upon in writing by both Parties.
       3. Customer acknowledges that no security measure is completely effective and that ITEE does not guarantee that its security measures will prevent all unauthorized access, breaches, or other security incidents. ITEE’s liability for any security incident shall be limited in accordance with the Limitation of Liability section of this Agreement.
       4. Each Party shall promptly notify the other Party of any security incidents, vulnerabilities, or breaches that may affect the other Party’s systems or data in accordance with the timeframes set forth in the Confidential Information section of this Agreement.
    4. Data Backup: Customer and ITEE acknowledge the following responsibilities and limitations with respect to data backup:
       1. Where ITEE facilitates backups at Customer’s direction outside of contracted backup Services, such facilitation is provided as a courtesy and is distinct from any contracted backup Services. ITEE makes no guarantee as to the completeness, accuracy, or restorability of such courtesy backups. The configuration, destination, and scope of such backups are determined by Customer, and ITEE bears no liability for any loss, corruption, or failure of backups performed at Customer’s direction.
       2. Customer acknowledges that all digital and cloud-based backup systems carry an inherent risk of loss or corruption, and that ITEE bears no liability for backup loss or corruption arising from such inherent risks, system failures, Third Party Service failures, or any other cause beyond ITEE’s reasonable control, regardless of whether backup Services have been contracted.
       3. ITEE’s liability for any backup-related loss or corruption under contracted backup Services shall not exceed the amounts paid by Customer for the specific backup Service directly associated with the loss or corruption during the preceding one (1) month. Customer acknowledges that additional backup redundancy and recovery Services are available for purchase under this Agreement, and that ITEE’s obligations with respect to backup Services are limited to those expressly set forth in the applicable Order Form for each specific backup Service. ITEE shall have no obligation to maintain backup redundancy or recovery capabilities beyond what is expressly contracted for each individual backup Service.
       4. Customer acknowledges that it is Customer’s sole responsibility to protect and maintain current and restorable backups of all databases, files, utilities, software, and other systems, notwithstanding any backup-related Services contracted from ITEE. ITEE’s backup Services are intended to supplement and not replace Customer’s own backup obligations.
    5. Representations and Warranties: ITEE represents and warrants that: (i) all Services will be performed in a timely, professional, and workmanlike manner; (ii) Services will be performed by qualified personnel with appropriate skills and experience for the type of Service being provided; (iii) Services will be performed in compliance with all applicable laws and regulations; and (iv) Work Product delivered by ITEE will not knowingly contain malware or malicious code. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ITEE MAKES NO WARRANTIES WHATSOEVER IN CONNECTION WITH THE SERVICES, WORK PRODUCT, OR LICENSED WORK PRODUCT PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, AND ITEE EXPRESSLY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, AND ACCURACY OF INFORMATIONAL CONTENT. WITHOUT LIMITING THE FOREGOING, ITEE SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL PREVENT ALL SECURITY INCIDENTS, BREACHES, CYBERATTACKS, OR OTHER MALICIOUS ACTIVITIES; (ii) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR AVAILABLE AT ALL TIMES, EXCEPT AS EXPRESSLY PROVIDED IN AN APPLICABLE SERVICE LEVEL AGREEMENT; (iii) THE SERVICES WILL ENSURE CUSTOMER’S COMPLIANCE WITH ANY SPECIFIC LAW, REGULATION, OR INDUSTRY STANDARD; (iv) ALL THREATS, VULNERABILITIES, OR MALICIOUS ACTIVITIES WILL BE DETECTED, IDENTIFIED, OR PREVENTED BY THE SERVICES; OR (v) ANY THIRD PARTY PRODUCTS OR SERVICES USED IN CONNECTION WITH THE SERVICES WILL MEET ANY PARTICULAR STANDARD OF PERFORMANCE OR RELIABILITY.
    6. Service Warranty: The exclusive remedy for any breach of the Service warranty shall be that ITEE, at its own expense, and in response to written notice of a warranty claim by Customer within thirty (30) days after performance of the Service at issue, shall re-perform the Service to conform to the degree of skill and judgment normally exercised by recognized professional firms performing services of the same or substantially similar nature. ITEE shall be entitled to two (2) re-performance attempts before any additional remedies apply. If ITEE is unable to remedy the warranty breach after two (2) re-performance attempts, Customer’s sole and exclusive additional remedy shall be a refund of the Fees paid for the specific Service at issue during the preceding one (1) month. In no event shall ITEE’s liability for any warranty breach exceed the amounts paid by Customer for the specific Service at issue during the preceding one (1) month. The foregoing warranty and remedies shall not apply to any Service issue arising from:
       1. Customer’s actions, omissions, or failure to follow ITEE’s written recommendations;
       2. Third Party Services or products outside of ITEE’s reasonable control;
       3. Customer’s failure to maintain its systems or environment in accordance with ITEE’s reasonable requirements;
       4. Customer’s modifications to any Work Product or Licensed Work Product without ITEE’s prior written consent;
       5. Force Majeure events as defined in this Agreement;
       6. Customer’s failure to provide accurate or complete information necessary for ITEE to perform the Services; or
       7. Services performed in accordance with Customer’s specific instructions that deviate from ITEE’s written recommendations.
    7. Limitation of Liability: Except with respect to the Authority section of this Agreement, ITEE will not be liable for special, incidental, indirect, exemplary, or consequential damages or lost profits arising out of or in connection with this Agreement, however arising, including negligence, and damages resulting from impaired or lost data, software, computer failure, or any other cause, even if ITEE has been advised of the possibility of such damages.
       1. To the extent permitted by applicable law and notwithstanding any other provision of this Agreement, except in the event of a willful breach of the Confidential Information section of this Agreement, a breach of the Authority section of this Agreement, or an act of willful misconduct or gross negligence by ITEE, in no event will ITEE be liable to Customer in an amount greater than the amounts paid by Customer to ITEE during the most recent one (1) month period for the specific Service giving rise to such loss. This limitation of liability is cumulative, with all payments for claims or damages in connection with this Agreement being aggregated to determine satisfaction of the limit. The existence of one or more claims will not enlarge the limit.
       2. Both Parties understand and agree that the remedies and limitations set forth in this Agreement allocate the risks between the Parties as authorized by applicable law. The Fees set forth in this Agreement reflect, and are set in reliance upon, this allocation of risk and the exclusion of consequential and other damages.
       3. ITEE shall have no liability for the acts or omissions of any Third Party, other than Team Members acting within the scope of their engagement with ITEE.
       4. ITEE shall not be liable for any security breaches, incidents, or losses that occur despite ITEE implementing the security measures contracted under this Agreement, provided that ITEE has materially complied with its obligations under the applicable Order Form and this Agreement.
       5. ITEE shall not be liable for any data loss, corruption, or inability to restore data arising from Customer’s failure to maintain adequate backups in accordance with the Data Backup section of this Agreement.
       6. ITEE shall not be liable for any disruption or degradation of Services arising from the failure, discontinuation, or substantial change of any Third Party Service used to provide the Services.
       7. ITEE shall not be liable for any issues arising from Customer’s environment, systems, infrastructure, or applications, including but not limited to misconfigurations, vulnerabilities, or failures in Customer’s systems or applications that are outside the scope of the contracted Services, or any configurations, settings, or implementations made at Customer’s direction or in accordance with Customer’s specific instructions.
       8. ITEE shall not be liable for any damages that could have been mitigated or avoided had Customer provided timely notification of known or suspected issues, security incidents, or vulnerabilities in accordance with the Customer Obligations section of this Agreement.
       9. ITEE shall not be liable for any damages arising from Force Majeure events as defined in the General Contractual section of this Agreement.
       10. Where Services are provided in connection with Healthcare Systems, Customer acknowledges that ITEE is not responsible for and expressly disclaims all liability arising from the failure, interruption, or discontinuation of Services as they relate to patient safety, care delivery, regulatory compliance, or any other healthcare-specific outcome. Customer assumes full responsibility for ensuring that any use of Services in connection with Healthcare Systems complies with all applicable laws and regulations, including without limitation the Health Insurance Portability and Accountability Act (HIPAA) and any other applicable healthcare regulations.
       11. Where Services are provided in connection with Financial Systems, Customer acknowledges that ITEE is not responsible for and expressly disclaims all liability arising from the failure, interruption, or discontinuation of Services as they relate to financial transactions, payment processing, fraud, regulatory compliance, or any other financial system-specific outcome. Customer assumes full responsibility for ensuring that any use of Services in connection with Financial Systems complies with all applicable laws and regulations, including without limitation the Payment Card Industry Data Security Standards (PCI DSS) and any other applicable financial regulations.
12. Acceptable Use
    1. General Compliance: Customer’s use of the Services is subject to all applicable local, state, national, and international laws and regulations. Customer agrees not to violate any such laws or regulations in connection with its use of the Services. Any attempt by any person to deliberately damage or interfere with the Services is a violation of criminal and civil laws, and ITEE reserves the right to seek damages from any such person to the fullest extent permitted by law. Customer acknowledges that it is solely responsible for ensuring that its use of the Services complies with all applicable laws and regulations in Customer’s jurisdiction, including but not limited to data protection, privacy, cybersecurity, and industry-specific regulations. ITEE reserves the right to report any suspected illegal activity to appropriate law enforcement authorities and to cooperate fully with any investigation, without liability to Customer for such reporting or cooperation.
    2. Prohibited Conduct: Customer shall not, and shall ensure that its employees, contractors, and representatives do not, engage in any of the following conduct in connection with the use of the Services. For purposes of this section, “content” means any data, materials, or information submitted, uploaded, or transmitted through or in connection with the Services:
       1. Engage in fraudulent activity in connection with the Services or this Agreement, including providing false, misleading, or inaccurate information to ITEE, misrepresenting Customer’s identity, authority, or affiliation, or impersonating any person or entity in connection with the use of the Services.
       2. Transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, libelous, invasive of another’s privacy or public rights, or that gives rise to civil or criminal liability or otherwise violates any applicable law.
       3. Violate or attempt to violate the security of the Services or ITEE’s infrastructure, including cybersecurity monitoring systems, security tools, and managed service platforms; use any device, software, or routine to interfere or attempt to interfere with the proper working of any Services, technology, or personnel; or take any action that imposes an unreasonable or disproportionately large load on ITEE’s infrastructure.
       4. Use or launch any automated device, process, or system to access, query, or interact with ITEE’s systems or Services in a manner that could disrupt, degrade, or interfere with the delivery of Services to Customer or any other ITEE customer, without ITEE’s prior written consent.
       5. Harvest, collect, or use information about ITEE customers or users without their express consent and without ITEE’s prior written approval.
       6. Engage in any activity that restricts or inhibits any other customer or user from using or enjoying the Services, whether by hacking, cracking, spoofing, or interfering with ITEE’s systems or Services in any way.
       7. Transmit any content that contains viruses, cancel bots, Trojan horses, harmful code, ransomware, spyware, or other malicious software or programs designed to interrupt, destroy, or limit the functionality of the Services or impair others’ ability to use the Services or any software, hardware, equipment, or materials used in connection with the Services.
       8. Infringe, misappropriate, or otherwise violate any existing local, national, or international copyright, trademark, service mark, trade name, patent, right of publicity or privacy, or other Intellectual Property rights of any person or entity.
    3. Account and Access Security: Customer is responsible for maintaining the security and confidentiality of all account credentials, passwords, and access information used in connection with the Services. Customer agrees to the following obligations with respect to account and access security:
       1. Customer shall provide ITEE with accurate, complete, and current account information and shall promptly update such information to keep it accurate, current, and complete. Failure to provide accurate information constitutes a breach of this Agreement and may result in immediate termination of Customer’s access to the Services.
       2. Customer shall not: (i) share account credentials or passwords with any unauthorized person; (ii) use the Services as the agent of an unauthorized third party; (iii) allow any unauthorized third party to use Customer’s account; or (iv) sell, transfer, or otherwise permit any person whose account has been suspended or terminated to access the Services through Customer’s account credentials.
       3. Customer shall immediately notify ITEE in writing in accordance with the Communications section of this Agreement upon becoming aware of any unauthorized access to or use of Customer’s account or credentials. ITEE reserves the right to suspend or reset Customer’s credentials immediately upon suspecting a security breach, without prior notice to Customer, and without liability for any resulting Service interruption. ITEE will not be liable for any loss or damage arising from unauthorized use of Customer’s account or credentials, whether with or without Customer’s knowledge or permission.
       4. Customer is solely responsible for all activities that occur under its account, including activities by any person or entity to whom Customer has granted access to the Services. Customer shall ensure that all authorized users of the Services comply with the terms of this Agreement. Customer acknowledges that its failure to supervise authorized users shall not relieve Customer of liability for any violations of this Agreement arising from such use, and Customer agrees to indemnify ITEE for any losses arising from unauthorized or non-compliant use of Customer’s account in accordance with the Indemnification section of this Agreement.
    4. Work Product and Content: Customer’s use of Work Product and Licensed Work Product is governed by the License and Intellectual Property sections of this Agreement. In addition, Customer agrees to the following:
       1. Customer shall not use any Work Product or Licensed Work Product beyond the scope of the license granted under the License section of this Agreement, including any use for public or commercial purposes without ITEE’s prior written permission.
       2. Customer shall not remove, alter, or obscure any proprietary notices, labels, or markings on any Work Product or Licensed Work Product provided by ITEE.
       3. Customer shall not use any Work Product or Licensed Work Product in a manner that violates any applicable law or infringes the Intellectual Property rights of any third party.
       4. Customer is solely responsible for all content it provides to ITEE in connection with the Services, including ensuring that such content does not violate any applicable law, infringe any third party’s Intellectual Property rights, or breach any confidentiality or privacy obligations. ITEE shall have no liability for any content provided by Customer and Customer agrees to indemnify ITEE for any claims arising from such content in accordance with the Indemnification section of this Agreement.
    5. Responsible Use: Customer acknowledges that the Services include cybersecurity, managed security, and other sensitive technical services that require responsible and ethical use. Customer agrees to the following obligations with respect to the responsible use of the Services:
       1. Customer shall not use the Services or any security tools, technologies, or capabilities provided as part of the Services to attack, probe, scan, test, or assess the security of any third party system, network, or infrastructure without the express written authorization of the owner of such system, network, or infrastructure. Customer is solely responsible for obtaining all necessary authorizations prior to conducting any security testing or assessment activities in connection with the Services.
       2. Customer shall not use the Services to facilitate, enable, or support any cybercrime, unauthorized access to computer systems, data theft, or any other malicious or illegal activity, whether directed at ITEE, other ITEE customers, or any third party.
       3. Customer shall not misuse, repurpose, or attempt to circumvent any security tools, monitoring systems, or capabilities provided by ITEE as part of the Services, including but not limited to disabling, modifying, or interfering with security monitoring, alerting, or response capabilities.
       4. Customer shall not disclose, share, publish, or otherwise distribute any security findings, vulnerability information, threat intelligence, or other sensitive security information obtained through or in connection with the Services to any third party without ITEE’s prior written consent, except as required by applicable law or regulation or for Customer’s internal security improvement purposes.
       5. Customer is responsible for ensuring that all authorized users and any third parties granted access to the Services within Customer’s organization use the Services in accordance with this Agreement. Customer shall implement appropriate internal policies and controls to prevent misuse of the Services by its employees, contractors, representatives, and any third parties it grants access to. Customer shall be liable for any misuse of the Services by such persons to the same extent as if the misuse had been committed by Customer directly.
       6. Customer shall promptly notify ITEE upon becoming aware of any known or suspected misuse of the Services by any person in accordance with the Communications section of this Agreement.
    6. Consequences of Violation: Any violation of the Acceptable Use provisions of this Agreement shall constitute a material breach and may result in the following consequences, at ITEE’s sole discretion:
       1. ITEE reserves the right to immediately suspend Customer’s access to any or all Services upon becoming aware of a suspected or confirmed violation of this section, without prior notice to Customer and without liability for any resulting Service interruption. ITEE shall notify Customer of the suspension as soon as reasonably practicable following the decision to suspend.
       2. ITEE reserves the right to terminate this Agreement or any Service for cause in accordance with the Service Cancellations section of this Agreement upon a confirmed violation of this section. Where the violation is capable of being cured, ITEE shall provide Customer with written notice and a thirty (30) day cure period in accordance with the Termination for Cause section of this Agreement prior to termination. Where the violation is not capable of being cured, ITEE may terminate immediately without notice or cure period. Termination pursuant to this section shall trigger the applicable Cancellation Fee calculated in accordance with the Fees section of this Agreement and all other amounts due under this Agreement, and all rights and remedies available to ITEE shall be cumulative and not alternative in accordance with the Cumulative Remedies section of this Agreement.
       3. Customer shall be liable to ITEE for all losses, damages, costs, and expenses incurred by ITEE arising from or in connection with Customer’s violation of this section, including but not limited to costs of investigation, remediation, legal fees, and any third party claims arising from such violation.
13. Indemnification: Customer will indemnify, defend, and hold harmless ITEE and its Affiliates, Team Members, officers, and directors (each an “ITEE Indemnitee”) against any and all losses, damages, and reasonable costs and expenses including but not limited to reasonable attorneys’ fees, expert witness fees, and court costs incurred in connection with any third party claim, demand, action, proceeding, investigation, or hearing (collectively, “Claims”) resulting from the matters set forth below, except to the extent that such Claims are directly caused by an ITEE Indemnitee’s willful misconduct:
    1. Customer’s or any of Customer’s employees’, contractors’, or agents’ negligence or intentional misconduct;
    2. Customer’s breach of any warranty, representation, or obligation under this Agreement;
    3. Customer’s use of any Work Product or Licensed Work Product beyond the scope permitted under this Agreement;
    4. Customer’s violation of the Acceptable Use section of this Agreement;
    5. Any security incident, data breach, or loss of data arising from Customer’s failure to maintain adequate security measures or follow ITEE’s recommendations in connection with the Services;
    6. Any claims arising from content provided by Customer to ITEE in connection with the Services, including claims of Intellectual Property infringement, defamation, or violation of any third party’s rights;
    7. Customer’s failure to comply with any applicable laws or regulations in connection with its use of the Services, including but not limited to data protection, privacy, cybersecurity, and industry-specific regulations;
    8. Claims arising from Customer granting unauthorized access to the Services or failing to prevent misuse of the Services by its employees, contractors, representatives, or any third parties;
    9. Customer’s infringement or alleged infringement of any third party Intellectual Property rights in connection with the Services or any content provided by Customer;
    10. Claims arising from issues in Customer’s environment, systems, applications, or infrastructure that affect the Services or give rise to third party claims;
    11. Customer’s misrepresentation of authority, identity, financial capacity, or any information provided to ITEE in connection with this Agreement;
    12. Notice and Defense: Upon becoming aware of any Claim for which indemnification may be sought under this section, the ITEE Indemnitee shall promptly notify Customer in writing in accordance with the Communications section of this Agreement, and in no event later than thirty (30) days after becoming aware of such Claim. Customer shall have the right to assume control of the defense of such Claim, including the selection of counsel, provided that:
        1. ITEE Indemnitee shall have the right to participate in the defense at its own expense;
        2. Customer shall not settle any Claim without the prior written consent of the ITEE Indemnitee, which consent shall not be unreasonably withheld; and
        3. ITEE Indemnitee shall cooperate fully with Customer in the defense of such Claim. Failure to provide timely notice shall not relieve Customer of its indemnification obligations except to the extent that Customer is materially prejudiced by such failure.
14. General Contractual
    1. Definitions and Interpretation: The following rules of interpretation apply to this Agreement:
       1. Capitalized terms used in this Agreement have the meanings set forth in the Definitions section of this Agreement unless the context expressly indicates otherwise.
       2. Section headings are for convenience only and shall not affect the interpretation of this Agreement.
       3. The words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation” regardless of whether such words actually appear.
       4. References to a section, subsection, or schedule are references to a section, subsection, or schedule of this Agreement unless otherwise specified.
       5. Words in the singular include the plural and vice versa, and words of one gender include all genders.
       6. References to “days” mean calendar days unless otherwise specified as business days. When a deadline falls on a non-business day, it shall extend to the next business day.
       7. References to “writing” or “written” include electronic communications made through the channels established in the Communications section of this Agreement. Written communications from ITEE to Customer include email, Account Management Center notices, and invoice notifications as applicable. Written communications from Customer to ITEE must be sent in accordance with the Communications section of this Agreement.
       8. This Agreement shall govern all terms and conditions of the relationship between the Parties. Order Forms are incorporated into and form part of this Agreement and provide Service-specific details including rates, fees, Service descriptions, and Service Term durations. In the event of any conflict or inconsistency between this Agreement and an Order Form, the terms of this Agreement shall control unless the Order Form expressly states that it is intended to supersede a specific provision of this Agreement and identifies that provision by section title.
       9. All monetary amounts are expressed in USD unless otherwise specified. Time periods expressed in days refer to calendar days unless otherwise specified as business days.
       10. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted. Each Party acknowledges that it has had the opportunity to review this Agreement and seek legal counsel prior to execution.
    2. Execution and Signatures: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
       1. This Agreement may be executed by manual or electronic signature. Electronic signatures shall be valid and enforceable in accordance with N.C.G.S. § 6-21.6 and the North Carolina Uniform Electronic Transactions Act, provided that the electronic signature originates from an affirmative action on the part of the Party to evidence acceptance and execution.
       2. Each Party acknowledges that it has read and understands all provisions of this Agreement, has had the opportunity to seek and obtain the advice of legal counsel prior to execution, and is entering into this Agreement voluntarily and without duress.
       3. Customer’s execution of this Agreement and continued use of the Services constitutes acceptance of and agreement to be bound by all terms and conditions of this Agreement.
    3. Successors and Assigns: Subject to the provisions of this section, this Agreement shall be binding upon and inure to the benefit of each Party’s permitted successors and assigns.
       1. ITEE may assign, transfer, or delegate this Agreement or any of its rights or obligations without Customer’s consent in connection with a merger, acquisition, sale of substantially all of ITEE’s assets, corporate restructuring, assignment to an Affiliate or subsidiary, or any other transaction resulting in a change of control of ITEE. ITEE shall provide Customer with written notice of any such assignment no less than thirty (30) days prior to the effective date of the assignment, except where applicable law or the terms of a confidential transaction prohibit advance disclosure, in which case ITEE shall provide notice as soon as reasonably practicable and in no event later than thirty (30) days after the effective date of the assignment. In the event of any permitted assignment, the assignee shall assume all of ITEE’s obligations under this Agreement and shall possess the qualifications, licenses, and capabilities necessary to perform the Services in accordance with this Agreement. If Customer can demonstrate in writing within thirty (30) days of receiving notice of the assignment that the assignee materially fails to meet the qualifications or capabilities required to perform the Services under this Agreement, Customer may request that ITEE address the identified deficiencies. If ITEE is unable to address the identified deficiencies within thirty (30) days of Customer’s written notice, Customer may terminate the affected Services without payment of a Cancellation Fee, provided that all other amounts due through the effective date of termination remain payable. Customer’s failure to provide written notice of objection within the thirty (30) day period shall constitute acceptance of the assignment.
       2. Customer shall notify ITEE in writing within thirty (30) days of any change of control of Customer, including any merger, acquisition, or sale of substantially all of Customer’s assets. ITEE reserves the right to terminate this Agreement or any Service for cause upon thirty (30) days written notice if the acquiring or successor entity does not meet any of the requirements of this Agreement, including but not limited to the customer acceptance criteria set forth in the Acceptance of Customer section of this Agreement. Termination pursuant to this section shall be treated as termination for cause and the applicable Cancellation Fee shall be immediately due and payable in accordance with the Fees section of this Agreement. Customer acknowledges that the Cancellation Fee in this context is not a penalty but represents reasonable compensation for resources, personnel, and infrastructure commitments already made by ITEE in anticipation of the contracted Service Term.
       3. Customer may not assign, transfer, or delegate this Agreement or any of its rights or obligations under this Agreement without ITEE’s prior written consent. Any attempted assignment without such consent shall be void and of no effect.
    4. Communication: All notices, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and delivered in accordance with this section.
       1. Notices from ITEE to Customer shall be deemed effective as of the date of sending for email notices, the date of posting for Account Management Center notices, or the invoice date for invoice notifications, depending on the method of delivery used. Customer is solely responsible for maintaining current and accurate contact information with ITEE in accordance with the Customer Information and Additional Customer Warranties sections of this Agreement. Customer shall be deemed to have received any notice sent by ITEE regardless of whether Customer actually receives or reviews such notice. ITEE shall not be liable for any failure of Customer to receive notices due to inaccurate, outdated, or unmonitored contact information. Notices from ITEE to Customer shall be delivered by one or more of the following methods: (i) email to the address provided by Customer for this purpose; (ii) posting on the Account Management Center; or (iii) written notification on a Customer invoice.
       2. Notices from Customer to ITEE must be sent electronically to [email protected] from an authorized account user and registered email address. Notices from Customer to ITEE shall be deemed effective only upon written confirmation of receipt from ITEE. Customer is solely responsible for ensuring that ITEE has confirmed receipt of any notice sent by Customer. ITEE shall notify Customer in writing of any changes to the designated email address for Customer notices.
       3. ITEE may communicate with Customer via email in connection with the performance of the Services. Customer acknowledges that email communications may be subject to interception, misdirection, or unauthorized access during transmission, and that ITEE cannot guarantee the security, delivery, or confidentiality of email communications. ITEE expressly disclaims all liability for any loss or damage arising from the interception, misdirection, delayed delivery, or unauthorized access of email communications transmitted in connection with this Agreement, including any consequential, incidental, direct, or indirect damages. Where Customer initiates, requests, or otherwise indicates a preference for email communication, Customer expressly assumes all risks associated with email transmission including interception, misdirection, or unauthorized access, and ITEE shall bear no liability for any loss or damage arising from the use of email in such circumstances. Customer is encouraged to use the Account Management Center as a secure channel for the transmission of Confidential Information and sensitive communications in accordance with the Confidential Information section of this Agreement.
       4. Operational requests and changes, including but not limited to requests to add users, temporary service requests, configuration changes, and support requests, may be submitted by Customer to ITEE by email to Customer’s designated ITEE account manager or by submitting a support ticket through the Account Management Center from an authorized account user. Operational requests submitted through these channels shall be deemed received upon confirmation from ITEE. Operational requests do not constitute formal legal notices under this Agreement and shall not be used for notices required under any other section of this Agreement.
    5. Governing Law: This Agreement shall be governed in all respects by the laws of the State of North Carolina and the United States of America, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction. The Parties expressly agree that NC law governs this Agreement regardless of the location, domicile, or nationality of either Party, and Customer acknowledges that by entering into this Agreement it is contracting under the laws of the State of North Carolina.
       1. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Wake County, North Carolina, and the Parties hereby irrevocably submit to the personal jurisdiction of those courts. To the extent permitted by applicable law, each Party irrevocably waives any right to assert that Wake County, North Carolina is an inconvenient forum or that the courts of any other jurisdiction should have jurisdiction over any dispute arising under this Agreement.
       2. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS KNOWINGLY AND VOLUNTARILY MADE AFTER HAVING HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL.
    6. Dispute Resolution: In the event a dispute relating to this Agreement arises between the Parties, the Parties will use all reasonable efforts to resolve the dispute through direct discussions between senior management for a period of thirty (30) calendar days following written notice of the dispute submitted in accordance with the Communications section of this Agreement. The Parties are committed to engaging in good faith discussions during this period to reach a mutually acceptable resolution.
       1. If the dispute is not resolved through direct discussions within the thirty (30) calendar day period, the dispute shall be subject to the exclusive jurisdiction of the courts of Wake County, North Carolina in accordance with the Governing Law section of this Agreement.
       2. Notwithstanding the foregoing, either Party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Wake County, North Carolina without first engaging in direct discussions, where such relief is necessary to prevent irreparable harm, including but not limited to breaches of the Confidential Information, Acceptable Use, Non-Solicitation, or Endorsement sections of this Agreement.
       3. In any action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs in accordance with the Attorney Fees section of this Agreement.
    7. English Language: The Parties have agreed to execute this Agreement and engage in all Services in the English language. All notices, communications, and legal proceedings arising under or in connection with this Agreement shall be conducted in the English language. Any communication received by ITEE in a language other than English shall not be deemed valid notice under this Agreement until an accurate English translation is provided by Customer at Customer’s expense.
    8. High Risk Activities: The Services are not designed, manufactured, or intended for High Risk Activities. ITEE specifically disclaims any express or implied warranty of fitness for High Risk Activities. Customer shall not incorporate the Services into any High Risk Activities without the express written approval of ITEE. For disclaimers specific to Healthcare Systems and Financial Systems, refer to the Safety and Liability section of this Agreement.
    9. Force Majeure: ITEE will not be liable to Customer for any failure or delay in performance of this Agreement arising from a Force Majeure Event.
       1. ITEE shall notify Customer in writing in accordance with the Communications section of this Agreement as soon as reasonably practicable, and in no event later than thirty (30) days of becoming aware of a Force Majeure Event that materially affects ITEE’s ability to perform the Services. Such notice shall describe the nature of the Force Majeure Event, the Services affected, and ITEE’s anticipated timeline for resumption of normal performance to the extent known.
       2. Customer’s payment obligations under this Agreement shall continue in full during any Force Majeure Event, including for Services that are temporarily affected or suspended as a result of the Force Majeure Event. ITEE shall use commercially reasonable efforts to resume performance as soon as practicable following the cessation of the Force Majeure Event.
       3. If a Force Majeure Event continues for a period of one hundred eighty (180) or more consecutive days and materially prevents ITEE from providing the affected Services, either Party may terminate the affected Services upon thirty (30) days written notice without liability for such termination. In the event of such termination, no Cancellation Fee shall apply to the terminated Services, provided that all amounts due for Services rendered prior to the termination date remain payable by Customer.
    10. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, the Parties agree that such provision shall first be modified and construed to the minimum extent necessary to make it valid, legal, and enforceable under applicable law before any consideration of removal. Where any provision is held to be invalid or unenforceable with respect to its duration, geographical scope, monetary amount, time period, activity, or subject matter, such provision shall be limited and reduced to the maximum extent permitted by applicable law while preserving the original intent of the provision to the greatest extent possible, including reducing any monetary amount or time period to the maximum amount or period permitted by law. Only where modification is not possible shall any provision be severed from this Agreement, and such severance shall not affect the validity or enforceability of the remaining provisions. The Parties agree to negotiate in good faith to replace any severed provision with a valid provision that most closely achieves the original intent and economic effect of the severed provision.
    11. Waiver: No waiver by either Party of any breach or right under this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving Party in accordance with the Execution and Signatures section of this Agreement. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent or preceding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right. No course of dealing, course of performance, or failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver or preclude the exercise or enforcement of any right, power, or remedy at any time. ITEE’s past practice of not enforcing any provision of this Agreement shall not constitute a waiver of ITEE’s right to enforce such provision in the future. For the avoidance of doubt, any accommodation extended by ITEE to Customer with respect to payment terms or other obligations shall not constitute a waiver of ITEE’s rights under this Agreement, consistent with the Payment Terms section of this Agreement.
    12. Cumulative Remedies: All rights and remedies available to either Party under this Agreement or applicable law are cumulative and not alternative, and the exercise of any right or remedy shall not preclude the simultaneous or subsequent exercise of any other right or remedy. Without limiting the foregoing, ITEE’s rights and remedies under this Agreement include but are not limited to: (i) the right to seek indemnification in accordance with the Indemnification section of this Agreement; (ii) the right to enforce the Limitation of Liability provisions of this Agreement; (iii) the right to seek injunctive or other equitable relief without bond where irreparable harm is threatened; (iv) the right to terminate Services and assess Cancellation Fees in accordance with the Service Cancellations and Fees sections of this Agreement; and (v) any other rights and remedies available under applicable law. No single or partial exercise of any right or remedy shall preclude any further exercise of that right or remedy or the exercise of any other right or remedy. ITEE’s election to pursue any particular remedy shall not constitute a waiver of any other remedy available under this Agreement or applicable law.
    13. Attorney Fees: In accordance with N.C.G.S. § 6-21.6, the Parties agree that in any suit, action, or proceeding arising out of or relating to this Agreement in which either Party prevails, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and expenses from the non-prevailing Party, subject to the limitations set forth in N.C.G.S. § 6-21.6. A Party that prevails in part shall be entitled to recover attorneys’ fees and expenses proportionate to the extent of its prevailing claims at the discretion of the court.
        1. The Parties acknowledge that this reciprocal attorneys’ fees provision is applicable to all Parties and is enforceable in accordance with N.C.G.S. § 6-21.6, provided that this Agreement has been executed by both Parties in accordance with the Execution and Signatures section of this Agreement. Customer’s original signature on this Agreement shall be deemed to apply to and constitute a valid signature on all amendments deemed accepted under the Amendment section of this Agreement for purposes of this provision.
        2. The right to recover attorneys’ fees under this section shall survive the termination or expiration of this Agreement and shall apply to any action or proceeding arising out of or relating to this Agreement regardless of when such action or proceeding is commenced.
    14. Duration and Termination: This Agreement will continue for a period of three (3) years following the cancellation or termination of all Services under this Agreement or until terminated as provided in this Agreement. After the termination of this Agreement, the following sections, inclusive of all clauses and sub-clauses, shall survive and remain in full force and effect: (i) Definitions; (ii) Confidential Information; (iii) Acceptable Use; (iv) License and Ownership; (v) Intellectual Property; (vi) Limitation of Liability; (vii) Indemnification; (viii) Non-Solicitation; (ix) Non-Disparagement; (x) Payment Terms; (xi) Payment Authorization; (xii) Service Cancellations; (xiii) Attorney Fees; (xiv) Cumulative Remedies; (xv) Waiver; (xvi) Governing Law; (xvii) Dispute Resolution; (xviii) Severability; (xix) English Language; and (xx) Duration and Termination. Any termination of this Agreement shall not relieve Customer or its Affiliates of their obligations to pay for Services rendered and expenses incurred by ITEE or its Affiliates up to and including the effective date of such termination. All payment obligations, indemnification obligations, and confidentiality obligations that accrued prior to termination shall survive and remain enforceable in accordance with their respective terms notwithstanding the termination or expiration of this Agreement.
    15. Amendment: This Agreement may be amended by ITEE upon thirty (30) days prior written notice to Customer in accordance with the Communications section of this Agreement. If Customer continues to use the Services after the expiration of the thirty (30) day notice period without providing written objection, Customer shall be deemed to have accepted the amendment, and Customer’s original signature on this Agreement shall be deemed to apply to and constitute a valid signature on all such amendments for all purposes, including for the purposes of N.C.G.S. § 6-21.6. Written objection by Customer must be received by ITEE within the thirty (30) day notice period in accordance with the Communications section of this Agreement. If Customer provides timely written objection, the Parties shall discuss the proposed amendment in good faith. If no agreement is reached, the existing terms shall remain in effect unless ITEE elects to terminate the applicable Service in accordance with the Service Cancellations section of this Agreement. Notwithstanding the foregoing, updates to contact information, email addresses, or communication channels may be made by either Party by written notice without formal amendment.
    16. Entire Contract: This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all prior or contemporaneous oral or written agreements concerning the Services, except that any existing non-disclosure agreement between the Parties that provides greater protection for Confidential Information than this Agreement shall continue in full force and effect with respect to such additional protections. The terms of this Agreement govern all Services undertaken by ITEE for Customer. No modification of or amendment to this Agreement shall be effective except as provided in the Amendment section of this Agreement. All Customer documents, whether signed or unsigned, including purchase orders, statements of work, or similar documents, shall not be given any effect inconsistent with this Agreement. ITEE’s acceptance of or reference to any Customer do