Terms of Service

TERMS AND CONDITIONS OF SERVICE

 

# 1. Scope and Acceptance

These Terms and Conditions (“Terms”) govern all Managed Services, cybersecurity, device management, and related professional services (“Services”) provided by DFWMSP, LLC (“DFWMSP”) to the client identified in any proposal, work order, or invoice (“Client”). By purchasing, accepting, or continuing to use any Service, Client agrees to be bound by these Terms. The version of these Terms posted at https://tos.dfwmsp.com shall supersede prior versions.

## 2. Payments and Fees

Invoices are due upon receipt unless otherwise stated. Unless expressly stated otherwise in an Order, Services are billed in arrears on or about the fifteenth (15th) of each month for the prior period’s Services; time‑and‑materials work is billed in arrears. Certain subscription items may be billed in advance at DFWMSP’s discretion. Client authorizes automatic payment by any method on file. Late balances accrue 1.5% monthly. The prevailing party in any dispute shall recover attorneys’ fees and costs.

### 2.1 Billing Disputes; Chargebacks

Client must notify DFWMSP in writing of any disputed invoice charges within ten (10) business days of invoice date, identifying the specific line items and basis for the dispute. Undisputed amounts remain due per Section 2. Initiating a payment reversal or chargeback is prohibited and constitutes a material breach. Client shall reimburse DFWMSP for any bank or processor fees, penalties, and reasonable administrative time related to a chargeback or dishonored payment, in addition to interest. DFWMSP may suspend or condition further Services for non‑payment or improper chargebacks. Failure to follow this dispute process waives the dispute. Disputes on one invoice do not permit withholding payment on other invoices.

#### 2.1.1 Retroactive Credits Limit

Notwithstanding anything to the contrary, retroactive credits or refunds for billable errors, miscounts, or misclassifications will not be issued for periods more than ninety (90) days prior to the date DFWMSP receives Client’s written notice under Section 2.1. Client is responsible for reviewing invoices and promptly notifying DFWMSP of discrepancies.

### 2.2 True‑Ups; Mid‑Cycle Changes and Reductions

Seat counts, license tiers, device coverage, and usage‑metered items are trued‑up monthly. Client acknowledges that service changes (including reductions to licenses or devices) requested during a billing period may not be reflected until up to two (2) subsequent billing cycles due to provider reporting and processing timelines. Charges continue to accrue until deprovisioning is completed. Cancellations are subject to the sixty (60) days’ notice requirement in Section 10.

### 2.3 Payment Methods; Continuity

Client expressly authorizes DFWMSP to charge any payment method provided by Client (including credit/debit cards and ACH) for Fees when due. If a stored payment method reaches its expiration date or is otherwise declined and Client does not timely update its payment information, Client authorizes DFWMSP to continue billing and Client remains responsible for any uncollected amounts.

### 2.4 Taxes

Fees exclude all taxes, duties, levies, and similar governmental assessments of any nature (collectively, “Taxes”) other than taxes on DFWMSP’s net income. Client is responsible for all applicable Taxes associated with the Services and any software provided hereunder, which may be invoiced as separate line items.

### 2.5 Collection Costs; Non‑Refundability

All Fees are fully earned when due and, when paid, are non‑refundable except as expressly provided in these Terms. If any amount is collected through an attorney, collection agency, or legal action, Client shall pay all reasonable costs of collection, including court costs and DFWMSP’s reasonable attorneys’ fees, in addition to interest and permitted administrative fees.

## 3. Term and Renewal

Managed Services commence upon activation and continue for an initial term of one (1) year unless otherwise specified. Thereafter, they automatically renew for successive one‑year terms unless terminated as set forth below.

## 4. License and Access

Client grants DFWMSP a non‑exclusive, worldwide, royalty‑free license to install and operate remote management software, security agents, and related tools as necessary to perform Services. DFWMSP may use affiliates or subcontractors (including Celeratec LLC) under confidentiality obligations.

### 4.1 Managed Network Infrastructure Equipment (Lease‑Like Service)

For Managed Network Infrastructure, DFWMSP may provide network hardware (e.g., firewalls, switches, wireless access points, controllers) to Client in exchange for a recurring monthly fee commensurate with the equipment deployed. Title to all such equipment remains with DFWMSP; no sale or transfer of ownership is intended or effected. Fees are service fees akin to an equipment lease and accrue until equipment is returned and accepted by DFWMSP.

DFWMSP will, at its discretion and at no additional charge, (a) replace equipment that malfunctions due to normal wear and tear or manufacturer defect, (b) perform configuration changes reasonably required for Client’s environment, and (c) upgrade or swap equipment over time with newer or higher‑performance models to maintain service quality. The foregoing does not apply to damage or malfunction caused by misuse, negligence, unauthorized modifications, environmental conditions (including inadequate power/HVAC), accident, theft, loss, or other causes outside DFWMSP’s reasonable control.

Upon termination of the Managed Network Infrastructure service (or upon written demand following replacement), Client shall return all DFWMSP‑owned equipment within thirty (30) days, in good working order and undamaged, to a location or via a process specified by DFWMSP. If Client fails to return the equipment when due, or returns equipment that is damaged beyond normal wear, Client is liable for the cost to replace the equipment with then‑current equivalent hardware, together with reasonable retrieval/shipping costs. While equipment is installed at Client’s location, Client is liable for replacement in the same manner for willful damage or loss (including removal without return).

DFWMSP may schedule on‑site removal and de‑installation at its discretion. Any on‑site labor requested by Client beyond standard removal may be billed at prevailing rates pursuant to an Order or SOW.

## 5. Confidentiality and Data Processor Status

Each party shall protect the other’s confidential information with reasonable care. DFWMSP acts as a *data processor* and not a controller. Client retains ownership and regulatory responsibility for its data.

### 5.1 Limited License to DFWMSP

Client grants DFWMSP a non‑exclusive, royalty‑free, worldwide license during the Term to access, install, operate, copy, transmit, analyze, process, store, retrieve, and back up Client data, systems, and environments as necessary to provide, support, secure, and transition Managed Services, including without limitation RMM monitoring, telemetry, health checks, patching, configuration, scripting, remote access, imaging, and backups. The license extends to affiliates, subcontractors, and vendors solely for performance of Services under confidentiality and data‑protection obligations. Except as expressly granted, DFWMSP acquires no right, title, or interest in Client data.

### 5.2 Client Content

DFWMSP does not systematically monitor Client content or communications. Client is solely responsible for legality, accuracy, and appropriateness of its data and system use. Notwithstanding the foregoing, DFWMSP may, in good faith and with or without prior notice where exigent circumstances exist, take corrective action including quarantine, blocking, removal, or disconnection of affected systems or data, or suspension/termination of Services if Client data or use is harmful, unlawful, infringes rights, violates policy, or poses a security or operational risk. No refunds shall be issued for corrective actions, suspensions, or terminations under this section. DFWMSP shall have no liability to Client or any third party arising from such corrective actions and may cooperate with law enforcement or regulators as required by law.

### 5.3 Affiliates and Subprocessors

DFWMSP may engage affiliates, subcontractors, and subprocessors to perform portions of the Services, subject to confidentiality and data‑protection obligations no less protective than those set forth herein. DFWMSP remains responsible for the performance of its delegates. Upon written request, DFWMSP will make available a list of material subprocessors used for Managed Services. Client consents to cross‑border transfers of data to the extent reasonably necessary to perform the Services and consistent with applicable law.

### 5.4 Mutual Confidentiality

“Confidential Information” means information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, financials, security information, systems, networks, product roadmaps, Personal Data, PHI, and non‑public technical information. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Recipient; (b) was rightfully known to Recipient without confidentiality obligation before disclosure; (c) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information; or (d) is rightfully received from a third party without confidentiality obligation.

Recipient will: (i) use Discloser’s Confidential Information only to perform or receive the Services; (ii) protect it using at least the same degree of care Recipient uses to protect its own similar information, but no less than reasonable care; and (iii) limit access to its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. Recipient remains responsible for any breach by its representatives.

If Recipient is required by law, regulation, subpoena, or court/governmental order to disclose Confidential Information, Recipient may do so provided it (to the extent legally permitted) promptly notifies Discloser to allow Discloser to seek protective measures, and discloses only the minimum information legally required.

Upon Discloser’s written request or upon termination/expiration, Recipient will return or destroy Discloser’s Confidential Information (excluding archival copies maintained under standard backup policies, which remain subject to this Section). Either party may seek injunctive or other equitable relief for actual or threatened breaches, without posting bond. The confidentiality obligations survive for five (5) years from disclosure; trade secrets and Personal Data/PHI shall be protected for so long as such information remains a trade secret or Personal Data/PHI under applicable law.

## 6. Client Responsibilities

Client shall maintain supported systems, provide timely access and approvals, and follow DFWMSP’s security recommendations. Client is responsible for all actions of its users and third‑party vendors.

### 6.2 Retention; Deletion Only Upon Written Request

Unless otherwise required by law or these Terms, DFWMSP does not delete Client data (including user mailboxes, email archives, ShareSync/online file storage, device backups, and similar repositories) unless and until Client provides a clear written request identifying the specific data to be deleted and the effective date. Storage, licensing, and related charges will continue to accrue until deletion is processed, and Client remains liable for all such charges. Following termination, DFWMSP has no obligation to retain Client data beyond the period stated in Section 10.1.

### 6.1 Security Incident Cooperation

Client shall promptly notify DFWMSP upon becoming aware of any suspected or actual security incident, compromise, or material service issue affecting the scope of Services. Client shall preserve relevant system logs and evidence, grant DFWMSP reasonable access to systems and personnel, and designate an authorized incident contact to expedite decisions. Targets and obligations may be tolled while awaiting Client cooperation or third‑party providers.

### 6.3 Cooperation; Access; Approvals

Client shall cooperate fully with DFWMSP to enable performance of the Services, including providing timely and accurate information, reasonable administrative access/credentials, test accounts, change approvals, and an authorized primary contact with decision authority. Delays or deficiencies in Client cooperation may extend timelines, toll SLA targets, and increase fees where additional work is required.

### 6.4 Equipment, Software, and Connectivity

Unless expressly provided in an Order, Client is responsible for procuring and maintaining all required Internet connectivity, power/HVAC, supported hardware, operating systems, third‑party licenses, and software necessary to use the Services. DFWMSP is not responsible for failures caused by unsupported, end‑of‑life, or misconfigured Client systems or by third‑party carriers/providers.

### 6.5 End‑User Disclosures; Terms

Client is solely responsible for any disclosures, notices, or terms presented to its users, customers, or correspondents regarding Client’s systems and services (including privacy notices and acceptable use terms) and for compliance with applicable laws and industry rules.

### 6.6 Content; Uploads; Changes

Where Services permit Client or its users to transmit or upload content or make configuration changes, Client is solely responsible for such actions and for ensuring they are accurate, lawful, and compliant with policy. Client remains responsible for all actions of its users and vendors with access to Client systems.

### 6.7 Backups

Backups are a billable, opt‑in service. Unless backup services are expressly included in an active Order and confirmed as enabled by DFWMSP, Client is solely responsible for maintaining independent backups appropriate to its risk tolerance and regulatory requirements. DFWMSP regularly recommends procuring backup services (including reminders on support tickets); absence of an active backup enrollment means DFWMSP is not responsible for data loss due to lack of backup. DFWMSP‑assisted backups, if any, will be specified in the Order/SOW.

### 6.8 Contact and Billing Updates

Client shall keep its legal name, mailing address, billing contacts, technical contacts, and notice email addresses current. Notices and billing delivered to the last provided contacts are deemed received.

### 6.9 Third‑Party Accounts and Providers

Client shall maintain its accounts with SaaS vendors, ISPs, carriers, cloud providers, and other vendors in good standing and comply with Provider Terms. Client shall submit deprovisioning and change requests in writing. DFWMSP is not responsible for provider restrictions or consequences of Client’s noncompliance with Provider Terms.

### 6.10 Security Baselines

Client shall implement and maintain reasonable security controls recommended by DFWMSP (e.g., MFA, modern authentication, phishing protections, supported cipher suites, timely patching). Refusal to implement or disabling baseline controls may result in suspension of insecure features, adjusted response targets, or limitations of service scope until risks are remediated, and Client assumes responsibility for resulting risks, incidents, losses, and costs to the fullest extent permitted by law.

### 6.11 Third‑Party Sync/Cloud Backup Tools

If Client elects to use third‑party sync or cloud tooling for endpoint or document backup (e.g., Microsoft OneDrive, iCloud Drive, Google Drive, ShareSync, or similar), DFWMSP may assist with configuration as a professional service, but provides no warranties regarding data protection, retention, versioning, or recoverability. Client assumes full responsibility for such tools’ operation, settings, quotas, licensing, and outcomes.

### 6.12 Client Representations and Warranties

Client represents and warrants, and covenants that during the Term it will ensure, that: (a) Client is the owner or valid licensee of the Client Content and each element thereof, and has obtained all necessary rights, licenses, consents, permissions, waivers, and releases for the use, display, storage, processing, and transmission of Client Content (including trademarks, logos, names, likenesses, and any personal data) without any obligation by DFWMSP to pay additional fees, royalties, or other compensation; (b) Client’s use, publication, and display of Client Content do not and will not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, contract, or other rights, or constitute defamation or other unlawful content; (c) Client will comply with all applicable laws, rules, regulations, and Provider Terms with respect to Client Content and Client’s systems and sites, and will use the Services only for lawful purposes; and (d) Client will use reasonable efforts (including industry‑standard anti‑malware) to ensure Client Content and systems are free of viruses, worms, Trojan horses, malware, and other malicious code.

### 6.13 Additional Client Duties (Online Operations)

Client is solely responsible for the development, operation, and maintenance of Client’s websites, online stores, and electronic commerce activities; for all products, services, and deliverables offered or appearing online; and for all contents and materials appearing online or on Client’s products and deliverables, including: (a) the accuracy and appropriateness of Client Content and materials; (b) ensuring Client Content and materials do not violate or infringe any rights of any person; and (c) ensuring Client Content and materials are not defamatory or otherwise illegal. Client is solely responsible for accepting, processing, and fulfilling Client orders and for handling Client inquiries, returns, or complaints. Client is solely responsible for payment, collection, reporting, and remittance of any and all taxes, duties, and fees associated with Client’s websites, online stores, and services. DFWMSP is not the merchant of record and does not operate, control, or assume responsibility for Client’s commercial transactions.

### 6.14 Acceptable Use; Prohibited Activities

Client shall not use the Services to: (a) send spam or other unsolicited or bulk communications; (b) distribute malware, spyware, or malicious code; (c) violate or infringe intellectual property, privacy, or publicity rights; (d) engage in illegal, fraudulent, deceptive, or harmful conduct; (e) perform or permit penetration testing, vulnerability scanning, or load testing without prior written consent; (f) bypass or disable security controls; (g) interfere with or disrupt networks or providers; or (h) host or transmit content that is obscene, defamatory, or unlawful. DFWMSP may suspend or limit Services for violations of this Section per Sections 7.1 and 10.2.

## 7. Third‑Party Platforms and Service Providers

DFWMSP manages and integrates products and platforms provided by NinjaOne, Huntress EDR/SIEM, AutoElevate (ePAM), Microsoft 365 (via Celeratec or Intermedia), and others. All warranties, SLAs, and performance obligations are governed solely by those vendors. DFWMSP shall not be liable for failures, outages, or data loss caused by third‑party systems.

### 7.1 Service Integrity; Corrective Actions; Compliance

To protect the integrity and stability of the Services, and/or to comply with applicable laws, governmental requests, or law‑enforcement directives, DFWMSP may, in its discretion, deny, cancel, suspend, transfer, limit, alter, modify, correct, or take other reasonable corrective actions regarding the Services (including actions related to malicious code, abusive activity, Client systems or data, email, and/or websites). DFWMSP shall not be liable for losses or damages resulting from such actions taken in good faith.

### 7.2 DFWMSP as Reseller/Licensor of Non‑DFWMSP Product

Client acknowledges that DFWMSP often resells, licenses, or provisions third‑party hardware, software, and equipment used in connection with the Services (“Non‑DFWMSP Product”). DFWMSP is not responsible for changes to the Services or provider platforms that render any Non‑DFWMSP Product obsolete or require modification, nor for manufacturer defects or malfunctions of Non‑DFWMSP Product. Any rights or remedies Client may have regarding ownership, licensing, performance, or compliance of Non‑DFWMSP Product are limited to those offered by the applicable manufacturer or licensor. Client may use Non‑DFWMSP Product supplied by DFWMSP only in connection with Client’s permitted use of the Services and shall not copy, alter, reverse engineer, tamper with, resell, transfer, export, or re‑export such Non‑DFWMSP Product or related technical data in violation of law. Client shall use reasonable efforts to protect and keep confidential all intellectual property provided by DFWMSP through any Non‑DFWMSP Product.

## 8. Limitation of Liability

DFWMSP’s total liability shall not exceed the total fees paid by Client during the six (6) months preceding the event. In no event shall either party be liable for indirect, incidental, or consequential damages.

### 8.1 Additional Limitations

(a) DFWMSP cannot and does not guarantee continuous service, service at any particular time, integrity or speed of data, or that unauthorized access or disclosure will never occur. DFWMSP shall not be liable for any unauthorized access to, or corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of, data transmitted, received, or stored on its or providers’ systems, except to the extent caused by DFWMSP’s gross negligence.

(b) These limitations apply to all causes of action in the aggregate, whether in contract, tort, or otherwise, and to third‑party claims. The foregoing does not limit Client’s indemnification obligations.

## 9. Indemnification

Client shall indemnify, defend, and hold harmless DFWMSP and its officers, directors, employees, and agents from and against any third‑party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use of the Services; (b) Client’s breach of these Terms or any representation, warranty, or covenant herein; (c) Client data, systems, or Client’s products, services, or sites; or (d) acts or omissions of Client, its users, or vendors. These obligations survive termination.

### 9.1 Technology License; Restrictions

DFWMSP grants Client a limited, non‑exclusive, non‑transferable, royalty‑free license, exercisable solely during the Term, to use DFWMSP technology solely to access and use the Services for Client’s internal business purposes. Client shall not, and shall not permit others to, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or trade secrets from any DFWMSP technology. Except as expressly granted, all right, title, and interest in and to the Services, DFWMSP technology, and related intellectual property (including trade names, trademarks, service marks, copyrights, inventions, know‑how, and systems) are and will remain exclusively with DFWMSP.

### 9.2 Spam and Security Filters; No Guarantee

The Services may employ security protocols and filtering technologies intended to detect or block malware, ransomware, phishing, spam, and similar threats. No security control is foolproof, and DFWMSP does not guarantee that all unwanted or malicious traffic will be blocked, or that legitimate communications will never be filtered, delayed, or redirected. Client shall periodically verify critical communications and notify DFWMSP in writing if filtering adjustments are desired. Client is solely responsible for any consequences of relaxing filters or allowing content previously blocked.

## 10. Termination

Either party may terminate as follows:

– **By Client:** Client may terminate Services by providing sixty (60) days’ prior written notice before the end of the current term. All fees through the notice period remain payable.

– **By DFWMSP:** DFWMSP may terminate (a) immediately for cause, including non‑payment, breach, or illegal activity, or (b) upon thirty (30) days’ written notice for operational or regulatory reasons.

Upon termination, all unpaid balances become immediately due, and any equipment or licenses must be returned or uninstalled.

### 10.1 Transition of Services

Upon termination or expiration, DFWMSP will, upon written request received within thirty (30) days, provide reasonable assistance to transition Client’s systems or data to another provider. Transition services are billed at DFWMSP’s prevailing hourly rates. DFWMSP shall not be obligated to retain data beyond thirty (30) days after termination.

### 10.2 Suspension of Services

DFWMSP may suspend or limit Services immediately, with notice where practicable, if (a) non‑payment or chargeback occurs, (b) Client’s use poses a security risk, legal violation, or material adverse impact on DFWMSP, its clients, or providers, or (c) a legal or regulatory requirement mandates suspension. Fees continue to accrue during suspension. Restoration may be conditioned on cure, assurances, and payment of past‑due and reasonable reinstatement fees.

### 10.3 Client‑Initiated Termination; Two‑Cycle Billing; Offboarding

Notwithstanding Section 10, when Client terminates Services, (a) Client remains liable for Fees for two (2) additional billing cycles following the effective date of Client’s written notice, calculated based on the Services and quantities in place at the time notice is received; reductions processed thereafter do not reduce these two cycles, and (b) DFWMSP will use commercially reasonable efforts to cooperate with Client’s new provider to facilitate a timely transition and may complete offboarding in less than sixty (60) days; however, Client remains liable for Fees during the sixty (60) day notice period and the two additional billing cycles.

DFWMSP will provide the receiving provider with available access and information reasonably necessary to assume service (e.g., administrative credentials, runbooks, configuration notes) and will remove DFWMSP software/agents and disable DFWMSP services promptly once the receiving provider notifies DFWMSP it is ready. Offboarding and migration labor performed by DFWMSP is not included and will not be provided unless (i) expressly approved by Client in writing, and (ii) paid up‑front at DFWMSP’s prevailing rates pursuant to an Order or Statement of Work. Migration and onboarding efforts to assume Services are expected to be borne by the receiving provider or Client.

### 10.4 Additional Termination for Cause

In addition to other rights herein, DFWMSP may terminate any Order or all Services immediately, without prior notice and without liability, if: (a) Client fails to pay amounts due, initiates a chargeback, or otherwise defaults on payment obligations; (b) Client materially breaches these Terms or any applicable Acceptable Use or Provider Terms; (c) Client’s use of the Services disrupts, degrades, or risks disruption of DFWMSP’s, its clients’, or its providers’ networks or operations; (d) continued provision of Services becomes unlawful, impracticable, or infeasible due to legal, regulatory, or technical reasons; or (e) Client becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy or similar proceedings. DFWMSP will provide notice as reasonably practicable under the circumstances.

### 10.5 Effect of Termination

Upon termination or expiration: (i) all outstanding Fees (including amounts for the two additional billing cycles under Section 10.3, if Client initiated termination) become immediately due and payable; (ii) licenses, credentials, and access provided by DFWMSP will be deactivated; (iii) Client shall promptly return any DFWMSP‑owned equipment per Section 4.1; and (iv) data handling will proceed per Section 10.1 and Section 6.2. Client acknowledges that certain third‑party providers may permanently delete data or disable services upon deprovisioning, and DFWMSP shall have no liability for any resulting loss where deprovisioning was performed at Client’s request or required to effect termination.

## 11. Non‑Solicitation

Client shall not, during the Term and for twelve (12) months thereafter, solicit or hire any DFWMSP employee or contractor who provided Services without written consent. Violation constitutes liquidated damages equal to fifty percent (50%) of such individual’s annual compensation.

## 12. Digital Evidence

DFWMSP’s system logs, tickets, and billing records shall constitute *prima facie* evidence of Services rendered.

### 12.1 Legal Hold; e‑Discovery

At Client’s written request, DFWMSP will implement data preservation measures reasonably within its control and provide reasonable e‑discovery assistance related to Services. Such efforts are time‑and‑materials at prevailing rates and may include pass‑through vendor fees. DFWMSP’s assistance does not constitute legal advice and shall not waive any privilege.

## 13. Arbitration and Venue

At DFWMSP’s election, any dispute shall be resolved by binding arbitration in Dallas County, Texas, under AAA rules. Otherwise, venue shall lie exclusively in the courts of Dallas County, Texas. Each party waives the right to trial by jury.

### 13.1 Waiver of Class and Representative Actions

To the maximum extent permitted by law, the parties agree that any dispute shall be brought in each party’s individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. No arbitrator or court may consolidate claims or otherwise preside over any form of a representative or class proceeding involving the parties.

## 14. Government Regulations and Export Controls

Client acknowledges that Services and software provided by DFWMSP may be subject to U.S. export laws including EAR, OFAC, and ITAR. Client agrees to comply with all such laws and indemnifies DFWMSP for violations arising from Client’s actions.

## 15. Force Majeure

Neither party shall be liable for delays or failures due to events beyond reasonable control, including cyberattacks, natural disasters, or supplier failures.

## 16. Cross‑Company Cooperation

Client acknowledges that DFWMSP and Celeratec LLC are affiliated entities under common management. Each may share limited data solely for operational coordination. Each entity remains independently liable for its respective Services.

### 16.1 No Joint Liability; Independent Contractors

DFWMSP and Celeratec are separate legal entities and independent contractors. Nothing herein creates a partnership, joint venture, or agency. There is no joint or several liability between them. Each entity is solely responsible for its own acts, omissions, and obligations to Client.

## 17. Notices and Amendments

All notices shall be in writing and deemed delivered upon verified receipt. DFWMSP may amend these Terms by posting updates online. Continued use of Services constitutes acceptance of any amendment.

## 18. Severability and Entire Agreement

If any provision is held invalid, the remaining provisions shall remain enforceable. These Terms and any associated Orders or Statements of Work constitute the entire agreement between the parties.

### 18.1 Order of Precedence

In case of conflict among documents: (i) a mutually executed Business Associate Agreement governs solely PHI privacy and security; (ii) the Service Level Addendum governs solely service‑level definitions, measurements, and credits; (iii) a mutually executed Order or Statement of Work governs as to expressly stated commercial specifics; otherwise, these Terms control.

### 18.2 Independent Contractor

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf.

### 18.3 No Assignment

Client may not assign or transfer these Terms, any Order/SOW, or any rights or obligations hereunder, whether by operation of law or otherwise, without DFWMSP’s prior written consent. Any attempted assignment in violation of this Section is void. DFWMSP may assign these Terms (in whole or in part) without consent to an affiliate or in connection with a merger, reorganization, sale of assets, or similar transaction. These Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

### 18.4 No Third‑Party Beneficiaries

Except for indemnitees expressly identified in these Terms, there are no third‑party beneficiaries to these Terms or any Order/SOW.

### 18.5 Marketing Reference

During the Term, DFWMSP may identify Client by name and logo as a customer in customer lists, presentations, and on DFWMSP’s websites and proposals. Any other public reference (such as case studies or press releases) requires Client’s prior written consent.

### 18.6 No Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. A waiver must be in writing and signed by an authorized representative of the waiving party.

### 18.7 Survival

The following will survive termination or expiration: fees accrued and payable; 19.2 (defined terms as needed), 2 (payments and fees) to the extent of accrued obligations, 7.1 (service integrity), 8 (limitations), 9 (indemnification), 10.1/10.3/10.5 (transition/two‑cycle liability/effect), 12.1 (legal hold), 13/13.1 (venue; class waiver), 16.1 (no joint liability), and 18.1–18.7 (general provisions).

## 19. Definitions and Interpretation

“Client” refers to the individual or entity receiving Services, including all of its employees, representatives, and authorized users.

“DFWMSP” refers to DFWMSP, LLC, its officers, employees, affiliates, and authorized subcontractors.

“Third‑Party Providers” include NinjaOne, Huntress, AutoElevate, Microsoft 365 (via Celeratec or Intermedia), and other vendors whose platforms are managed, integrated, or resold by DFWMSP.

### 19.1 Interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” “Or” is inclusive. “Day” means calendar day unless expressly stated as a “Business Day.” References to “law” or “applicable law” are construed consistent with Section 13 (Arbitration and Venue). Times and Business Hours are measured in U.S. Central Time unless otherwise stated in an Order.

### 19.2 Additional Defined Terms

“Business Day” means Monday through Friday, excluding U.S. federal holidays and DFWMSP‑observed holidays.

“Written Notice” means a written communication delivered per Section 17 (Notices and Amendments), which may include email to designated notice addresses or notice via the ticketing portal where expressly permitted.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Order” or “Statement of Work (SOW)” means a mutually accepted order document referencing these Terms that specifies Services, pricing, and commercial details.

“Provider Terms” means the applicable third‑party vendor agreements, policies, and SLAs governing third‑party platforms and services.

“Taxes” means all sales, use, value‑added, excise, and similar taxes, duties, and levies other than taxes on DFWMSP’s net income.

“Service Credit” means a credit issued under the SLA applicable only to the affected service line item and applied to future invoices.

“Receiving Provider” means a third‑party MSP or service provider that assumes responsibility for some or all Services during or after offboarding.

“Personal Data” means information that identifies, relates to, describes, or could reasonably be linked, directly or indirectly, with a particular individual or household, including as defined under applicable privacy laws (e.g., CCPA/CPRA, GDPR). PHI has the meaning set forth in HIPAA.

### 19.3 Services

“Services” means the managed IT and cybersecurity offerings DFWMSP provides, including without limitation proactive endpoint monitoring and management (eProActive), privileged access management and elevation control (ePAM/AutoElevate), remote access solutions (eRemote), incident response and managed security (e.g., Huntress), Microsoft 365 tenant administration (via Celeratec or Intermedia), device management, help desk, and related professional services as specified in an Order or SOW. The specific scope, quantities, and service levels for Client are defined in the applicable Order/SOW and any incorporated SLA.

### 19.4 Future Services; Changes

References to “Services” include future or modified offerings that DFWMSP may introduce from time to time. New or changed Services consumed by Client are governed by these Terms, the SLA (if applicable), and the commercial details in an Order/SOW or price notice. Unless expressly excluded in writing, additions or modifications to Services do not waive or limit any protections, disclaimers, or limitations set forth in these Terms.