Terms and Conditions

Section 1: General Requirements & Conditions

1.1 System

"System" means any computer network, system, peripheral or device tracked using GXA's Remote Monitoring and Management tool. Clients agree not to modify Systems without mutual agreement, as changes could adversely affect confidentiality, availability, and integrity. GXA is not responsible for changes made without approval.

1.2 Maintenance; Updates

GXA installs patches and software updates only after determining compatibility and material benefit. GXA assumes no responsibility for downtime or losses from Updates installed per manufacturer instructions and industry standards.

1.3 Third-Party Service Providers

Third-Party Service Providers include entities providing services to fulfill REQUESTED SERVICES requirements. Examples include Microsoft 365 services. Clients' usage rights are subject to understanding and complying with these Terms and any third-party agreements. GXA may utilize Third-Party Service Providers and may require clients to sign Third-Party Contracts.

1.4 Third-Party Product Vendors

Third-Party Product Vendors supply software, equipment, and products including component parts. GXA uses reasonable efforts to assign warranties to clients but assumes no liability for quality, functionality, or operability of third-party products. Clients must review all third-party terms and conditions.

1.5 Third-Party Support

If hardware or software issues require vendor or OEM support, GXA may contact them on client behalf. All resulting fees and costs pass through to Client, with prior GXA permission required.

1.6 Subcontractors

Subcontractors are third parties contracted by GXA to provide specified services completing REQUESTED SERVICES.

1.7 Conditions of Service

Clients' Systems are eligible for GXA's Services provided Systems are in good condition and meet GXA's serviceability and environmental requirements:

• Clients shall provide adequate workspace, heat, light, air conditioning, ventilation, electrical current and outlets, internet, remote access, and long-distance telephone access.
• Clients shall provide GXA appropriate access levels to Systems for necessary monitoring and supplemental services.

Clients must promptly notify GXA of events or incidents impacting services.

1.8 Hours of Service

1.9 Unauthorized Contacts

To minimize security incident risks and improve response times, Clients agree to inform GXA before permitting individuals not mutually agreed upon as Authorized Contacts from modifying, installing, or servicing Systems. Only Authorized Contacts may access and service Client Systems. Unauthorized access without explicit consent resulting in negative System performance is not covered by monthly plan fees and will be billed at GXA's standard labor rates.

1.10 Service Sites

GXA provides services at authorized Client locations and systems identified in the Remote Monitoring Management platform. Clients relocating, adding, or removing locations must provide 60 days' notice. GXA may renegotiate service terms for relocations or location additions.

1.11 Service Limitations

• Costs for consumables, replacement parts, hardware, unlisted software, network upgrades, and project implementation services are outside these Terms' scope.
• Unauthorized System changes by Clients without written GXA consent causing issues or failures are beyond GXA's responsibility; Clients will be billed full restoration costs.

1.12 Support Level Goals

1.13 Scheduled Downtime

GXA regularly applies security patches. Typical maintenance windows:

GXA discusses specific maintenance windows during onboarding.

1.14 Billing

Clients may pay via credit card (3% service fee), automatic checking withdrawal (ACH), or paper check. Monthly invoices are due 30 days after issuance unless otherwise indicated. Unpaid amounts accrue 1.5% monthly interest or the highest legal rate. Late fees of $25.00 per day apply when nonpayment exceeds 60 days after due date. Nonpayment exceeding 90 days constitutes default. Bounced checks incur $35.00 charges. GXA may recover unpaid balance fees from Clients. Nonpayment may result in temporary service suspension.

Clients in good faith disputing fees may withhold disputed amounts if paying all undisputed fees and providing written explanation. Parties agree to resolve disputes promptly; interest and late fees are waived pending resolution.

1.15 True Ups

REQUESTED SERVICES billing is based on estimated Client needs. GXA works closely with Clients in good faith to regularly adjust monthly service fees. Clients may request account true-ups anytime without unreasonable denial.

1.16 Taxes

Federal, State, and Local applicable taxes are added to each invoice unless valid exemption certificates are provided.

1.17 Updated Rates

At annual contract renewal, GXA rates increase 5% for inflation and cost-of-living adjustments.

1.18 Travel Expenses

GXA is reimbursed for travel beyond the Dallas Fort Worth metropolitan area following GSA rates for meals, mileage, transportation, and lodging.

1.19 Third Party Providers

GXA may utilize third-party providers like Microsoft for certain services. Clients may be legally bound to third-party provider Terms and Conditions. Links in the MSA provide access to third-party EULAs. Clients may be subject to other third-party provider required agreements.

1.20 Termination Clause

Clients may terminate the Master Service Agreement and subsequent SOWs if GXA commits material breach and fails to cure within 30 days of written notice. Agreements cannot be terminated while active SOWs or orders are in process.

Some Third-Party Providers including Microsoft 365 charge annual licensing fees. These require per-seat license purchases from GXA. Third-Party Provider requirements typically make licenses non-cancelable and non-transferable to other MSPs.

If GXA (with Client approval) purchases Third-Party Provider licenses requiring one-year terms, Clients understand and agree that regardless of termination reason, they must pay all applicable third-party licenses per the Third-Party Provider schedule for entire license terms. Once paid, Clients may use applications until license expiration, even if moving to another MSP.

1.21 Onboarding Process

GXA has no responsibility for current system and infrastructure deficiencies until providing fair, reasonable onboarding opportunity and comprehensive System assessment (included in onboarding). Clients must accept and implement GXA's recommendations.

1.22 Offboarding Process

Upon Services termination, GXA makes reasonable accommodations transferring Client accounts to Clients or new managed service providers (Onboarding Provider). Clients indemnify and hold harmless GXA, subcontractors, and their respective directors, officers, employees, consultants, and agents for claims or losses from Client or Onboarding Provider activities during transition, including when obtaining system and infrastructure administrator account access. Transfers require fully paid Client accounts including offboarding charges.

1.23 Network Devices, Hardware and Systems

GXA provides services only for network devices, hardware, and systems mutually identified and covered by Remote Monitoring and Management (RMM). GXA assumes no responsibility for devices added without prior notification and sufficient time for RMM installation, security tools deployment, and proper patching. New device service extensions take effect only after written mutual agreement, RMM addition, and GXA required tools installation.

1.24 Authorized Contact(s)

Clients understand GXA may rely on any directions or consent from Authorized Contacts. If no contact is identified, signatories of the Quote and/or SOW are Authorized Contacts. Clients must notify GXA in writing of Authorized Contact changes.

1.25 Shared Administrator Credentials

Shared administrative credentials create significant confidentiality, integrity, availability, and security risks. GXA is not liable for outages, errors, breaches, data loss, or misconfigurations from shared credentials. Multiple administrators from different organizations compromise system integrity. Clients agree recovery or services from shared credentials are out-of-scope and billed at GXA's hourly rate.

1.26 Administrative Privileges

GXA strongly discourages administrative account use for daily activities due to heightened unauthorized access, security breach, and network performance issue risks. Only GXA-authorized representatives, including Co-Managed Internal IT, may access and service networks under monthly plans. Clients retaining administrative privileges assume full responsibility, release GXA from related liability, and agree recovery or services required are out-of-scope, billed at GXA's hourly rate.

Section 3: Provision of Materials and Services to GXA

Clients agree to timely furnish all personnel, necessary computer hardware, software, related materials, and appropriate safe workspaces for GXA or subcontractors performing Services. Clients provide GXA or subcontractors with access to all information, passwords, and facilities necessary for adequate service performance. Clients may deny access anytime; however, access denial may prevent adequate GXA duty performance, and Clients hold GXA harmless in such situations.

Section 4: Responsibility for Equipment

Clients acknowledge GXA may identify additional purchase items or required system changes for requirement meeting. Clients agree to work in good faith with GXA for such purchases or changes. All GXA-purchased assets remain GXA sole property except assets sold to or procured by GXA on Client behalf become Client sole property. Clients maintain reasonable precautions ensuring furnished item quality, completeness, and workmanship, and ensure provided materials do not infringe third-party rights. Unless specified in REQUESTED SERVICES, GXA does not provide Client data backup. Clients maintain adequate backup for all furnished data.

Section 5: Client Data Ownership and Responsibility

Clients have sole responsibility for submitted data, information, or material accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or use rights.

Section 7: License Agreements

7.1 License

Subject to these Terms, GXA grants Clients perpetual, non-exclusive, non-transferable licenses to use all programming, documentation, reports, and provided products solely for internal use. All System software must be genuine and licensed; Clients provide GXA licensing proof upon request. Clients agree implementing GXA Minimum Requirements as ongoing service provision requirements.

7.2 Pre-Existing License Agreements

Software products GXA provides as third-party resellers licensed under separate third-party agreements continue governed by third-party license agreements.

7.3 EULA

Services portions may require Client acceptance of one or more third-party end user license agreements (EULAs). If EULA acceptance is required, Clients grant GXA permission to accept EULAs on Client behalf. EULAs may contain different service levels, warranties, and liability limitations than these Terms. Clients are bound by EULA terms and look only to applicable third-party providers for enforcement.

Section 8: GXA's Employees, Agents or Subcontractors

Clients acknowledge GXA incurred substantial recruitment, screening, training, and administrative expenses for agents including employees and independent subcontractors. From the last SOW Effective Date and up to two years after Services termination, Clients shall not hire or directly/indirectly contract with GXA employees or subcontractors who communicated with and/or worked on Client Services. Parties acknowledge and agree Client breach of this provision would cause impractical and extremely difficult monetary damages to ascertain. Therefore, Parties agree that Client breach results in Client payment to GXA of liquidated damages equaling One Hundred Fifty Thousand Dollars ($150,000.00).

Section 15: Release with Limitation of Liability

This paragraph limits liabilities arising under these Terms or REQUESTED SERVICES and is a bargained-for and material part of these Terms. Parties acknowledge they would not enter into these Terms without relying on these limitation descriptions.

Except for GXA's fraud, willful misconduct, or gross negligence, Client and any Client affiliates and each of their respective agencies, employees, officers, directors, members, shareholders, nominees, consultants, successors, and assigns agree to the fullest extent permitted by law to release GXA for special, incidental, or consequential damages, indirect damages, loss of good will or business profits, work stoppage, data loss, computer failure or malfunction, any and all other commercial damages or loss, or exemplary or punitive damages.

GXA's aggregate liability relating to Services is quantified in REQUESTED SERVICES, or GXA shall not be liable for any delay in delivery or performance, or failure to deliver or perform at or within deadline-set timeframes in these Terms.

Section 16: Mutual Indemnification and Hold Harmless

Each Party agrees to the fullest extent permitted by law shall always defend, indemnify, pay, save, and hold the other parties and any of their affiliates and each of their respective agencies, employees, officers, directors, members, shareholders, nominees, subcontractors, consultants, successors, and assigns (Mutually Indemnified Parties) harmless from each and any and all liabilities, damages (including direct, special, and consequential damages), costs, expenses, suits, civil or alternative dispute resolution proceedings, losses, claims, actions, violations, fines, and penalties (including court costs, reasonable attorneys' fees, and any other reasonable litigation costs) (Claims) that any Mutually Indemnified Parties may suffer, sustain, or incur to the extent caused by the negligence of the Mutually Indemnified Parties arising out of these Terms.

Indemnification obligations are conditioned on any indemnified parties: (i) promptly notifying the indemnifying party in writing of such action; (ii) reasonably cooperating and assisting in such defense; and (iii) giving sole defense control and any related settlement negotiations to the indemnifying party.

Section 17: GXA Insurance

GXA agrees to maintain sufficient insurance coverage enabling meeting obligations created by these Terms and by law. Without limiting the foregoing, GXA shall purchase and maintain: (i) general liability insurance in no less than $2,000,000.00 per occurrence amounts; (ii) professional liability insurance with minimum $2,000,000 per claim/occurrence and $2,000,000 annual aggregate liability limits; and (iii) worker's compensation insurance in applicable law compliance.

Section 19: Client Insurance

19.1 Commercial Property Insurance

Clients shall secure at Client own cost and expense Property Insurance for Client equipment that is part of the service agreement provisions.

19.2 Cyber and Privacy Insurance

Clients acknowledge sole responsibility for obtaining and maintaining, during these Terms' duration, their own Cyber and Privacy Liability Insurance adequately insuring cyber exposures. Clients acknowledge GXA provides no Cyber and Privacy Liability or other insurance coverage form in connection with Services or executed REQUESTED SERVICES and Client Services use does not in any way: (i) replace Cyber and Privacy Liability policies; (ii) mitigate Cyber and Privacy Liability insurance coverage Client need; or (iii) relieve Client responsibility for obtaining their own Cyber and Privacy Insurance coverage.

19.3 Mutual Waiver of Subrogation

To the extent permitted by law, each Party waives all rights against the other for recovery of damages to the extent these damages are covered by workers compensation, employers liability, professional liability, general liability, property insurance, commercial umbrella/excess, cyber and privacy, or other commercial liability insurance obtained by either party.

Section 20: Disclaimers

Express remedies set forth in these Terms constitute Client's exclusive remedies and GXA's sole obligation and liability for any claim that a Service or deliverable does not conform to specifications or is otherwise defective, or that Services were performed improperly.

Except for warranties made by GXA in Section 9, which are limited warranties and the only warranties provided to Client, the Services and deliverables are provided strictly "as-is." GXA does not make any additional warranties, expressed, implied, arising from course of dealing or usage of trade, or statutory, as to deliverables or services provided hereunder or any matter whatsoever. The Parties disclaim all warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement.