COMBINED TECHNOLOGY INC. ONLINE TERMS OF SERVICE

Last Updated: July 29, 2024

These Terms of Service (the “Terms of Service”) apply to all services and associated products (the “Services”) provided by Combined Technology Inc. (“Service Provider”) to a customer (“Customer”) under an agreement (the “Agreement”) and/or any Statement of Work (a “SOW”).  By executing an Agreement, you signify that you have read, understand, and agree to be bound by these Terms of Service in all respects with respect to the Services, the Agreement, and any SOW. If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true or accurate, do not execute an Agreement with Service Provider as we will not be able to provide any Services to you.  Service Provider reserves the right to update these Terms of Service at any time without notice to you. Such modifications shall become effective immediately upon the posting thereof. You must review these Terms of Service on a regular basis to keep yourself apprised of any changes.  Continuing use of the Services shall constitute acceptance of any such changes.

1. Customer Obligations. Customer shall:
   • Designate one of its employees or agents to serve as its primary contact with respect to the Agreement and to act as its authorized representative with respect to matters pertaining to the Agreement and any SOW (the “Customer Contract Manager”), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.
   • Require that the Customer Contract Manager respond promptly to any reasonable requests from Service Provider for instructions, information or approvals required by Service Provider to provide the Services.
   • Cooperate with Service Provider in its performance of the Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable Service Provider to provide the Services.
   • Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Service Provider’s provision of the Services.
   • Assume sole responsibility and liability for:
     • The accuracy of materials provided to Service Provider, including, without limitation, Customer Materials (as defined in the Agreement), descriptive claims, warranties, guarantees, nature of business, and address where business is conducted;
     • Ensuring that Customer Materials do not infringe or violate any right of any third party; and
     • All uses of the Services and documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing:
       • Customer is responsible for all acts and omissions of authorized users (whether or not employed by Customer), and any act or omission by an authorized user that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall use reasonable efforts to make all authorized users aware of the Agreement’s provisions as applicable to such authorized user’s use of the Services and shall cause authorized users to comply with such provisions.
       • Customer will also be responsible for all electronic communications, including those containing business information, account registration and account holder information (as applicable), financial information, Customer Materials (as defined in the Agreement), and all other data of any kind contained within emails from Customer or otherwise entered electronically with respect to Customer’s use of the Services. Service Provider will act as though any electronic communications it receives under Customer’s passwords, username, and/or account number as applicable (or under those of an authorized user) will have been sent by Customer (or the applicable authorized user, if not a representative of Customer).
       • Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services except as expressly provided in the Agreement or in a Statement of Work and, in the case of Third-Party Materials (as defined below), the applicable third-party license agreement, and shall promptly notify Service Provider of any unauthorized access or use of the Services or Third-Party Materials and any loss or theft or unauthorized use of any authorized user’s password or name and/or other service credentials or account(s). Customer further acknowledges and understands that electronic communications may be accessed by unauthorized parties when communicated across the internet, network communications facilities, telephone or other electronic means. Without limiting Service Provider’s applicable obligations under the Agreement, Service Provider is not responsible for any electronic communications and/or Customer Materials which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by Service Provider, including, but not limited to, the internet and Customer’s local network.

2. Acceptance of Risk.
   • For the purpose of utilizing the Services, Customer consents to any access to and use of any data that Service Provider will receive, view or obtain in the course of performing the Services under the intent or operation of the Agreement, including without limitation, the personal information of Customer’s employees, vendors, customers or agents (collectively, the “Personal Data”). Customer acknowledges and agrees that Customer has obtained all necessary consents to Service Provider’s use of, and access to, the Personal Data, and has obtained any authorizations and releases from Customer’s employees, contractors, vendors, customers, representatives or agents required to provide an informed consent for Service Provider’s use of the Personal Data for the Services consistent with the Agreement and with Service Provider’s Privacy Policy located at https://cttulsa.com/privacy-policy/ or such other URL as specified by Service Provider.
   • Customer acknowledges that it understands and accepts any risks that the performance of Customer’s system(s) as well as the performance of associated security measures may be degraded as a result of the Services. Customer further accepts any risks associated with an adversary’s enhanced activity and possible malicious acts upon discovery that the adversary has been exposed.
   • Customer understands and agrees that Service Provider’s procedures and the tools that Service Provider uses, including security assessment tools and/or security software solutions and other automated tools, are designed to assess vulnerabilities into Customer’s infrastructure. However, information security is a constantly evolving field and determined attackers also constantly adapt to advances in the field. Further, the existing configuration and upkeep of security technologies, network topography, employee use and misuse of information systems, network security architecture, and other existing issues can affect Service Provider’s ability to draw meaningful conclusions. Even prudent limitations on the scope of a response may restrict Service Provider’s ability to provide comprehensive answers. Therefore, Customer acknowledges that Service Provider cannot guarantee that any tools or procedures that Service Provider may apply will identify all possible vulnerabilities and/or intrusions.
   • Customer understands and agrees that Service Provider’s procedures and the tools that Service Provider uses, including forensic tools and deployed agents and/or security software solutions and other automated tools, may degrade network performance and may lead to service disruptions. Customer understands and acknowledges that there is a possibility that the tools referenced above may, because of certain attributes of Customer’s software, inadvertently impact Customer’s network performance or Customer’s software configuration or data. Customer agrees not to hold Service Provider responsible or liable for any adverse effects relating to the use of such tools.
3. Fees and Expenses.
   • Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; and to the extent Service Provider is required to pay any such sales, use, excise, or other taxes or other duties or charges, Customer shall reimburse Service Provider in connection with its payment of fees and expenses as set forth in this Section 3. Notwithstanding the previous sentence, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Service Provider’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
   • Except for invoiced payments that Customer has successfully disputed, all late payments shall bear interest at the lesser of (a) the rate of one point five percent (1.5%) per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under the Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if Customer fails to pay any undisputed fees when due hereunder and such failure continues for ten (10) days following written notice thereof.
   • In the event Service Provider receives any notice of claimed infringement relating to any Customer Materials stored by Service Provider, Service Provider shall immediately notify Customer in writing and give Customer an opportunity to investigate the validity of the claimed infringement before Service Provider incurs any costs related to Service Provider’s investigation of the claim. If Customer fails to investigate the validity of the claimed infringement and communicate the results with Service Provider before Service Provider must comply with any such notice and any unavoidable removal or disabling, then Customer will reimburse Service Provider for any reasonable and necessary costs incurred by Service Provider (including, without limitation, reasonable attorneys’ fees) related to Service Provider’s evaluation of and compliance with the notice and any removal or disabling of any Customer Materials relating thereto, and nothing herein shall preclude or prevent Service Provider from complying with any and all applicable laws or court orders.
   • Customer agrees that, with respect to certain Services, Customer may be required to establish an account or accept terms of a Third-Party Provider (“Third-Party Provider”) to utilize certain products or services of that Third-Party Provider (“Third-Party Materials”). Customer further agrees that any such relationship is between Customer and the Third-Party Provider, and that any terms of that Third-Party Provider (including without limitation any Terms of Service or Privacy Policy of the Third-Party Provider) will apply directly to Customer. In addition, should Service Provider utilize any Third-Party Materials (either directly or as a result of the Customer’s engagement of a Third-Party Provider), additional fees and costs applicable to that Third-Party Provider may apply; any such fees and costs will be communicated to Customer prior to the Customer’s requirement to engage a Third-Party Provider or Service Provider’s utilization of such Third-Party Materials.
4. Termination.
   • In the event of termination for any reason:
     • Customer is responsible for the full amount of payments for Services provided and products ordered under any SOW issued under the Agreement. Such amounts are due ten (10) days after termination.
     • Customer shall be responsible for transferring any backups created as a result of the Services to a system administered by Customer or others on its behalf and for paying any costs of transferring and/or setting up backups off of the system maintained by Service Provider. If Customer does not provide for any transfer of backups, they shall be terminated within thirty (30) days of notice of termination or default. Customer assumes all responsibility for its backups and Service Provider has no responsibility to retain backups. In the event prior to the end of the thirty (30) days, Customer places its own backups on site or obtains its own cloud backups then it shall notify Service Provider so that Service Provider’s backups can be terminated.
     • Customer agrees it will provide access to Service Provider technicians to remove any licenses and monitoring tools provided as part of the Services. The consequence of and failure to provide this access shall be that Customer shall continue to be responsible for fifty percent (50%) of the amount of the monthly payment applicable to such licenses and tools until access is allowed and the licenses and tools are removed. Any system security provided by Service Provider will be terminated upon default or termination, and Customer’s e-mail and other systems may be affected as a result.

5. General.
   • Insurance. During the term of the Agreement, Customer shall, at its own expense, maintain and carry sufficient insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to, commercial general liability in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon Service Provider’s request, Customer shall provide Service Provider with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name Service Provider as an additional insured. Customer shall provide Service Provider with fifteen (15) days’ advance written notice in the event of a cancellation or material change in Customer’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Service Provider’s insurers and Service Provider.