TERMS OF SERVICE ("TOS")

Last Updated: February 23, 2025

1. GENERAL APPLICABILITY

This Terms of Service (this "TOS") supplements the IT Services Agreement between Customer and ITECS Outsourcing, LLC or its affiliates ("ITECS"). This TOS applies to all Services provided by ITECS, including any Support Services, Professional Services, Managed IT Services, Cybersecurity Services, Cloud Hosting Services, and any Hardware provided by ITECS.

This TOS is incorporated by reference into the IT Services Agreement. In the event of any conflict between this TOS and the IT Services Agreement, the terms of the IT Services Agreement shall prevail.

2. SERVICE DEFINITIONS

For the purposes of this TOS, the following definitions apply:

• "Services" means all services provided by ITECS to Customer as specified in the IT Services Agreement and accompanying Order Forms or Statements of Work.


• "Support Services" means technical support and maintenance services for Software or Hardware.


• "Professional Services" means implementation, configuration, consulting, or other professional services.


• "Managed IT Services" means ongoing management, monitoring, and maintenance of Customer's IT infrastructure.


• "Cloud Hosting Services" means the provision of cloud-based infrastructure, platforms, or software.


• "Cybersecurity Services" means security-related services, including but not limited to monitoring, threat detection, and vulnerability assessment.

3. SERVICE SCOPE AND LIMITATIONS

3.1 Scope of Services

ITECS will provide the Services as described in the IT Services Agreement and any applicable Order Form or Statement of Work. The scope of service is primarily focused on the delivery of digital and network solutions consistent with the standard practices of a Managed Service Provider (MSP).

3.2 Service Exclusions

Unless explicitly stated otherwise in the IT Services Agreement or an applicable Order Form, ITECS does not undertake the following types of technical tasks:

• Installation or maintenance of cabling infrastructure
• Physical repairs of devices that have been damaged or compromised
• Services related to the relocation of technology equipment beyond what is specified in Section 3.4
• Disposal of packaging materials, waste, or any form of technology-related refuse
• Computer recycling or any form of electronic waste management
• Development services or database administration as specified in Section 3.5

3.3 Waste Management Exclusion

ITECS does not engage in activities related to the disposal of packaging materials, waste, or any form of technology-related refuse. Additionally, services related to computer recycling, or any form of electronic waste management, are outside of the purview of our responsibilities as your Managed Service Provider (MSP).

3.4 Equipment Relocation

ITECS is amenable to assisting with the relocation of computer equipment within the same floor of a premises, from one workspace to another. However, it is important to note that our services do not extend to the movement or rearrangement of furniture. Such tasks are outside the remit of our responsibilities as a Managed Service Provider (MSP). Please ensure the appropriate arrangements are made for furniture movement, if required, to allow for the efficient relocation of your computer equipment.

3.5 Development and Database Administration

Please be aware that ITECS does not employ developers or database administrators as part of our team. Consequently, we are unable to offer services that involve coding or the manipulation of data within databases. Our commitment as a Managed Service Provider (MSP) centers on network and digital solutions, and it is crucial to recognize that specific tasks requiring specialized coding skills or direct interaction with databases fall outside the scope of our capabilities.

4. CUSTOMER RESPONSIBILITIES

In addition to any responsibilities outlined in the IT Services Agreement, Customer shall:

• Provide ITECS with accurate and complete information regarding Customer's IT environment
• Maintain proper backup and recovery systems for Customer's data
• Designate a primary point of contact for communication with ITECS
• Use the Services in accordance with any documentation or instructions provided by ITECS
• Be responsible for the security and maintenance of Customer's own systems and data that are not explicitly covered by the Services
• Promptly notify ITECS of any issues or concerns related to the Services

5. SERVICE CHANGES AND UPGRADES

ITECS may make changes to the Services from time to time, including but not limited to:

• Updating software or hardware components to address security vulnerabilities
• Implementing new features or functionality
• Modifying existing features or functionality to improve performance or usability
• Discontinuing features or functionality that are obsolete or no longer supported

ITECS will use commercially reasonable efforts to notify Customer of any material changes to the Services that may impact Customer's use of the Services.

6. TECHNICAL REQUIREMENTS

Customer is responsible for ensuring that its systems meet the minimum technical requirements for the Services as specified by ITECS. ITECS reserves the right to modify these requirements from time to time, and will provide reasonable notice to Customer of any such modifications.

7. THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may include or depend on third-party services or integrations. ITECS is not responsible for the performance, availability, or security of any third-party services or integrations not directly under ITECS's control. Customer's use of any third-party services or integrations is subject to the terms and conditions of such third-party services.

8. MODIFICATIONS TO THIS TOS

ITECS reserves the right to modify this TOS at any time by posting a revised version on its website or by providing notice to Customer. Customer's continued use of the Services after the effective date of any such modification constitutes Customer's acceptance of the modified TOS.