Terms of Service

These Terms and Conditions ("Terms") apply to all sales made by StratumGuard, a cybersecurity consulting firm. If StratumGuard and the Customer have entered into a written agreement that governs the sale of services, then these Terms do not apply to services. The Customer and StratumGuard are individually a "Party" and together the "Parties" to these Terms.

1. Orders

StratumGuard may offer to sell Customer services as identified in a StratumGuard-issued quotation ("Quote") or Statement of Work ("SOW"). Customer may accept StratumGuard's Quote by issuing a responsive purchase order or acceptance of StratumGuard's SOW by executing the SOW, and each constitutes an "Order." All Quotes, SOWs, and Orders are exclusively governed by these Terms, and any terms and conditions or other provisions on a Customer issued purchase order or other document(s) are considered material alterations to these Terms and are expressly rejected.

2. Prices; Taxes

Quotes and SOWs are void if Customer does not accept them within 30 days of issue date. Prices in a Quote or SOW do not include applicable taxes or handling charges which shall be separately specified on each invoice as applicable.

3. Payment; Invoicing

Customer agrees to pay StratumGuard in full 30 days from date of invoice without offset or deduction. StratumGuard issues invoices (i) for managed services at the commencement of the Service period, and (ii) for all other Services at the time of performance or as otherwise specified in a SOW. Undisputed past due invoices are subject to a finance charge of the lesser of 1.5% per month or the maximum allowed by law. StratumGuard may cease the performance of Services if any undisputed invoice remains past due five (5) days after StratumGuard notifies Customer.

4. Termination

Orders may not be cancelled or terminated without StratumGuard's consent; however, either Party may terminate any Order (i) if the other Party fails to cure a material breach within 30 days of receipt of written notice specifying the breach or (ii) by immediate written notice to the other Party upon the other Party becoming insolvent, or the initiation of any proceeding by or against it under bankruptcy or insolvency laws.

5. Representations and Warranties

The Parties agree to the following representations and warranties upon entering into these Terms or any Order thereunder:

• Each Party represents and warrants that (i) the Party has the necessary authority and approvals to enter into these Terms or an Order, as the case may be, and be bound thereby, and (ii) the Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization.
• StratumGuard further represents and warrants that (1) any Services to be provided under an Order will be at a professional level of quality, in accordance with accepted industry standards applicable to information technology professions, in a non-negligent manner, and conforming to the specifications and service levels set forth in the applicable Order; (2) StratumGuard shall secure and maintain all applicable licenses, permits, orders, consents, government or municipal approvals, and all other authorizations reasonably required to provide the Services.

EXCEPT AS MAY BE OTHERWISE SET FORTH ELSEWHERE HEREIN, THE SERVICES SHALL BE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

6. Confidentiality

"Confidential Information" includes information that is labeled confidential or would reasonably be considered confidential, and does not include information that (a) is or becomes a part of the public domain through no act or omission of the receiving party; or (b) was in the receiving party's lawful possession prior to the disclosure and not subject to nondisclosure requirements; or (c) was lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party.

Each Party agrees not to disclose Confidential Information to any third party or to use each other's Confidential Information for any purpose other than the implementation of these Terms. Both Parties also agree to use the same degree of care that each Party uses to protect its own confidential information.

7. Limitation of Liability

EACH PARTY'S LIABILITY UNDER THESE TERMS OR OTHERWISE IS LIMITED TO THE AMOUNTS PAID OR COMMITTED TO BE PAID BY CUSTOMER UNDER THE ORDER COVERING THE SPECIFIC SERVICES. IN NO EVENT WILL A PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, LOST PROFITS, OR LOST DATA.

8. Services Descriptions

"Services" are those technology, consulting, staffing, and/or support services that StratumGuard performs under these Terms. The terms of StratumGuard's service description(s) as may be referenced in a SOW are incorporated by reference into these Terms. Any Services provided and charged for based on labor time and materials supplied basis (a) carry a 4-hour minimum charge, (b) are estimated for budgeting purposes and not performed by a fixed deadline or for a set charge, and (c) are considered accepted at the time of delivery.

9. Statements of Work

Services may require a SOW which is a contract signed by the parties, governed by these Terms and specifying the delivery and pricing details of a particular Service.

10. Intellectual Property

Upon payment for the associated Services, Customer shall own all Works and the entire right, title, and interest therein, shall be exclusively vested in Customer as works made for hire and made in the course of the Services rendered. As used herein, "Works" are any written or computer coded materials, systems design, disks, tapes, drawings, reports, specifications, notebooks, recommendations, data, and memoranda including any modifications to Customer's existing techniques, software, processes, methodologies, or other intellectual property, any of which are first created specifically for Customer as a result of Services.

11. Governing Law

These Terms and all Orders will be governed by the laws of the state of Delaware specifically including its statutes of limitation and repose, without reading to any choice of law or conflict of laws provision or rules that may apply.

12. Relationship

StratumGuard is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employer and employee, or agency relationship between the Parties, and each Party will be solely responsible for payment of all compensation to its employees, federal and state income tax withholding, Social Security taxes, and unemployment insurance applicable to such personnel.