Terms of Service

1 Definitions

• "Managed Services" — the ongoing IT support, monitoring, management, and consulting services described in your applicable Service Order or Statement of Work.
• "Service Order" — a mutually executed document describing the specific services, fees, and term for a particular engagement.
• "Authorized User" — any employee, contractor, or agent of Client who is authorized to access TCPMAX-managed systems.
• "Confidential Information" — any non-public technical, business, or operational information disclosed by either party.
• "Client Data" — all data, files, and information owned by Client and stored on, transmitted through, or processed by TCPMAX-managed infrastructure.
• "Incident" — any unplanned interruption to, or reduction in quality of, an IT service.
• "Third-Party Products" — software, hardware, cloud services, or tools manufactured or licensed by parties other than TCPMAX.

2 Scope of Services

2.1 Services Provided

TCPMAX provides managed IT services that may include, but are not limited to:

• 24/7 remote monitoring and management (RMM) of endpoints, servers, and network devices
• Help desk and technical support (remote and on-site, DFW Metroplex)
• Microsoft 365 administration, licensing, and security management
• Microsoft Azure infrastructure management
• Network design, implementation, and ongoing management
• Cybersecurity services including endpoint protection, email security, and vulnerability management
• Data backup and disaster recovery planning
• Surveillance and physical security system installation and monitoring
• Structured cabling services
• Break-fix and project-based IT services
• IT consulting and virtual CIO (vCIO) advisory services

The specific services applicable to your engagement are defined in your executed Service Order.

2.2 Service Exclusions

Unless explicitly included in a Service Order, TCPMAX services do not include: (a) management of systems not under TCPMAX's RMM agent; (b) physical hardware repairs beyond reasonable troubleshooting; (c) custom software development; (d) legal, accounting, or regulatory compliance consulting; or (e) services for systems that have reached manufacturer end-of-life without a written exception.

2.3 Changes to Services

Any material changes to scope require a written amendment or new Service Order. TCPMAX reserves the right to modify service delivery methods, tools, and platforms, provided the quality and scope of services are maintained.

3 Client Responsibilities

Client agrees to:

• Cooperative Access: Provide TCPMAX with timely access to systems, facilities, personnel, and information required to deliver services.
• Authorized Contacts: Designate at least one primary technical contact and one billing contact with authority to approve service requests.
• Environment Disclosure: Accurately disclose all systems, software, and configurations under management, including any changes that may affect service delivery.
• Credential Management: Maintain secure administrative credentials and promptly notify TCPMAX of any suspected credential compromise.
• Authorized Use: Ensure all Authorized Users comply with these Terms. Client is responsible for the actions of its Authorized Users.
• Prompt Response: Respond in a timely manner to TCPMAX requests for approvals, information, or scheduled maintenance windows. Delays caused by Client may impact service commitments.
• Regulatory Compliance: Maintain all licenses, permits, and regulatory obligations applicable to Client's business. TCPMAX provides technical services only and does not provide legal or compliance advice.
• Software Licensing: Maintain valid licenses for all software used by Client. TCPMAX is not responsible for Client's failure to hold appropriate licenses.

4 Service Level Agreement (SLA)

4.1 Response and Resolution Targets

TCPMAX targets the following response times for requests submitted during normal business hours (Monday–Friday, 8:00 AM – 6:00 PM CT, excluding U.S. holidays):

4.2 SLA Exclusions

SLA commitments do not apply to issues caused by: (a) Client actions or omissions; (b) third-party software or services outside TCPMAX's control; (c) ISP outages; (d) force majeure events; (e) scheduled maintenance windows; or (f) systems not under active TCPMAX management.

4.3 SLA Remedies

If TCPMAX fails to meet a P1 or P2 response target on two or more occasions in a calendar month without a valid exclusion, Client may request a service credit equal to one day of the applicable monthly managed service fee. Credits must be requested in writing within 15 days of month end and are Client's sole remedy for SLA failures.

5 Payment Terms & Billing

5.1 Fees

Client agrees to pay all fees as specified in the applicable Service Order. Recurring managed service fees are invoiced monthly in advance. Project-based and break-fix fees are invoiced upon completion or at milestones.

5.2 Payment Due Date

All invoices are due and payable within fifteen (15) days of the invoice date, unless otherwise specified in the Service Order.

5.3 Late Payments

Invoices not paid within 30 days of the due date are subject to a late fee of 1.5% per month (18% annually) on the outstanding balance, or the maximum rate permitted by Texas law, whichever is less. TCPMAX may suspend services for accounts more than 30 days past due after five (5) days written notice.

5.4 Annual Price Adjustment

TCPMAX may adjust recurring service fees annually upon 30 days written notice. Adjustments will not exceed the greater of: (a) 5% of the then-current monthly fee; or (b) the prior-year U.S. CPI change. Clients may terminate affected services with 30 days notice if they do not accept a price adjustment.

5.5 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, or excise taxes on services provided, excluding taxes on TCPMAX's net income.

5.6 Disputed Invoices

Disputes must be submitted in writing within 15 days of the invoice date. Undisputed portions remain due on the original due date. Failure to dispute within this period constitutes acceptance of the invoice.

6 Term & Termination

6.1 Term

These Terms remain in effect for the duration of any active Service Order. Each Service Order auto-renews for successive one-year periods unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

6.2 Termination for Convenience

Either party may terminate a Service Order for convenience upon 60 days written notice. Client remains responsible for all fees accrued through the termination effective date.

6.3 Termination for Cause

Either party may terminate for material breach upon 30 days written notice if the breach is not cured. TCPMAX may terminate immediately upon: (a) Client insolvency or bankruptcy filing; (b) non-payment after notice; or (c) Client use of services in violation of applicable law.

6.4 Early Termination Fee

If Client terminates a committed-term Service Order for convenience before expiration, an early termination fee equal to 50% of remaining monthly fees for the unexpired term applies.

6.5 Effect of Termination

Upon termination: (a) TCPMAX will provide reasonable transition assistance up to 30 days at then-current hourly rates; (b) Client must return or destroy TCPMAX Confidential Information; (c) TCPMAX will remove its RMM agents within a commercially reasonable time; and (d) all payment obligations survive.

7 Limitation of Liability

7.1 Liability Cap

7.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Third-Party Products

TCPMAX is not liable for failures, security breaches, or data loss caused by Third-Party Products, including Microsoft 365, cloud storage platforms, antivirus vendors, or internet service providers. TCPMAX will reasonably assist in escalating issues to relevant vendors.

7.4 Data Loss

TCPMAX implements commercially reasonable backup practices but does not guarantee against data loss. Client is responsible for maintaining independent, verified backups. TCPMAX's liability for data loss is limited to the cost of restoring data from the most recent available backup.

8 Indemnification

Each party agrees to defend, indemnify, and hold harmless the other and its officers, directors, employees, and agents from any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) breach of these Terms; (b) negligence or willful misconduct; or (c) violation of applicable law.

Client additionally indemnifies TCPMAX from claims arising from: (a) Client's improper use of services; (b) failure to maintain required software licenses; or (c) Client data that infringes third-party intellectual property rights.

9 Data Privacy & Security

9.1 Data Ownership

Client retains full ownership of all Client Data. TCPMAX processes Client Data solely to perform contracted services and does not sell, rent, or monetize Client Data.

9.2 Security Measures

TCPMAX maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, or destruction, reviewed and updated in line with industry best practices.

9.3 Data Breach Notification

If TCPMAX becomes aware of a confirmed security breach directly affecting Client Data, TCPMAX will notify Client without undue delay and no later than 72 hours after confirmation, as required by applicable breach notification statutes.

9.4 HIPAA — Healthcare Clients

9.5 Other Regulatory Frameworks

Clients subject to PCI-DSS, GLBA, CMMC, or similar regulations are responsible for informing TCPMAX in writing. TCPMAX will make commercially reasonable efforts to support compliance, but Client remains the responsible party for its own regulatory obligations.

9.6 Data Retention & Return

Upon termination, TCPMAX will provide Client a reasonable opportunity to retrieve Client Data. TCPMAX will securely delete Client Data within 90 days of service termination, unless a longer retention period is required by law or a Service Order.

10 Confidentiality

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information only to perform or receive services under these Terms; and (c) disclose Confidential Information only to employees or contractors with a need to know, bound by equivalent obligations.

Obligations do not apply to information that: (i) is or becomes publicly known through no fault of the receiving party; (ii) was rightfully known prior to disclosure; (iii) is independently developed; or (iv) must be disclosed by law or court order, with prompt written notice where permitted.

Confidentiality obligations survive termination for three (3) years.

11 Intellectual Property

11.1 TCPMAX IP

All tools, methodologies, scripts, software, processes, and documentation developed or owned by TCPMAX remain its exclusive intellectual property. Nothing in these Terms transfers TCPMAX IP ownership to Client.

11.2 Work Product

Unless otherwise specified in a Service Order, deliverables created by TCPMAX for Client are licensed on a non-exclusive, non-transferable basis for Client's internal use only. Ownership of underlying tools, frameworks, and methodologies remains with TCPMAX.

11.3 Client IP

Client retains all intellectual property rights in Client Data and pre-existing systems. Client grants TCPMAX a limited, revocable license to access and use Client systems and data solely to deliver contracted services.

12 Acceptable Use

Client and its Authorized Users agree NOT to use TCPMAX-managed systems or services to:

• Transmit, store, or distribute unlawful, harmful, defamatory, or infringing content
• Conduct unauthorized access, hacking, or penetration testing without written consent
• Transmit malware, ransomware, or any malicious code
• Violate any applicable federal, state, or local law or regulation
• Interfere with or disrupt TCPMAX systems, networks, or other clients
• Circumvent any security control, monitoring tool, or authentication mechanism
• Use services for cryptocurrency mining or similar resource-intensive non-business activities

TCPMAX may immediately suspend access to any Authorized User found in violation, pending Client notification and resolution.

13 Remote Access & Monitoring

Client acknowledges and consents to TCPMAX: (a) deploying RMM agents on managed endpoints and servers; (b) accessing Client systems remotely to deliver services; (c) monitoring system health, performance, logs, and security events on managed devices; and (d) retaining records of remote access sessions for a minimum of 90 days for audit and security purposes.

Client is responsible for obtaining required consent from its employees for monitoring activities conducted by TCPMAX in the scope of service delivery.

14 Force Majeure

Neither party is liable for delays or failures resulting from circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, internet or telecommunications outages, or third-party vendor failures. The affected party must provide prompt written notice and use commercially reasonable efforts to resume performance. If a Force Majeure Event persists more than 30 days, either party may terminate the affected Service Order without penalty.

15 Warranties & Disclaimers

TCPMAX warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TCPMAX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TCPMAX DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL SECURITY THREATS WILL BE DETECTED OR PREVENTED.

16 Dispute Resolution

16.1 Good Faith Negotiation

The parties agree to attempt to resolve any dispute through good-faith negotiation between senior representatives for 30 days before initiating formal proceedings.

16.2 Binding Arbitration

Unresolved claims shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in Collin County, Texas. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.

16.3 Exceptions

Either party may seek emergency injunctive or equitable relief in court to prevent irreparable harm pending arbitration. Nothing herein prohibits TCPMAX from seeking collection of unpaid fees in small claims court.

17 Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict of law provisions. To the extent any dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Collin County, Texas.

18 General Provisions

18.1 Entire Agreement

These Terms, together with applicable Service Orders and addenda, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations.

18.2 Amendments

TCPMAX may update these Terms at any time. Material changes will be communicated via email at least 30 days before taking effect. For Clients with active Service Orders, conflicting terms in a Service Order supersede these Terms.

18.3 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and remaining provisions continue in full force.

18.4 Assignment

Client may not assign these Terms without TCPMAX's prior written consent. TCPMAX may assign these Terms in connection with a merger, acquisition, or asset sale, with 30 days written notice to Client.

18.5 Electronic Signatures

Service Orders and amendments may be executed electronically. Electronic signatures are legally valid and binding under the E-SIGN Act.