Terms of Service

01

Agreement & Acceptance

These Terms of Service ("Terms"), together with any executed Master Service Agreement ("MSA"), Statement of Work ("SOW"), Service Order, or other written agreement between you and Constant Tech Systems, LLC, form the complete and binding agreement governing your use of our services ("Agreement").

In the event of a conflict between these Terms and the terms of an executed MSA or SOW, the terms of the MSA or SOW shall control with respect to the subject matter of that document.

By accessing our website, submitting a service request, or engaging us to perform any work, you represent that you have the authority to bind the organization you represent to these Terms and that the organization accepts these Terms in full.

02

Definitions

• "Services" — all managed IT services, cloud services, cybersecurity services, EDI platform services, software development, network infrastructure, consulting, technical support, and any related deliverables provided by Constant Tech Systems.
• "Client Data" — any data, files, content, or information provided by the Client or processed on the Client's behalf through use of the Services.
• "Deliverable" — any work product, software, documentation, report, or other tangible output produced by us specifically for the Client under an SOW.
• "Authorized User" — any employee, contractor, or agent of the Client who is authorized by the Client to access or use the Services.
• "Confidential Information" — any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• "Fees" — all charges, subscription fees, project fees, and expenses payable by the Client for the Services as set forth in the applicable SOW or Service Order.
• "SLA" — the Service Level Agreement specifying uptime guarantees, response times, and remedies, incorporated by reference where applicable.

03

Services

Scope of Services

We will provide the Services described in the applicable SOW, Service Order, or MSA. We reserve the right to update, modify, or discontinue any feature of our standard service offerings with reasonable advance notice to affected clients. Changes that materially reduce functionality will be communicated at least 30 days in advance.

Service Levels

Where an SLA is incorporated into your Agreement, it sets forth our uptime commitments, support response targets, and any applicable service credits. Service credits are your sole and exclusive remedy for SLA breaches unless otherwise expressly stated in your MSA.

Subcontractors

We may engage qualified subcontractors to perform portions of the Services. We remain responsible for the acts and omissions of our subcontractors to the same extent as our own acts and omissions under these Terms. Subcontractors with access to Client Data are bound by confidentiality and data protection obligations equivalent to those in these Terms.

Third-Party Services

Some Services may integrate with or rely on third-party platforms, cloud providers, or software (e.g., Microsoft Azure, AWS, Google Cloud, EDI clearinghouses). We are not responsible for the availability, security, or performance of third-party services beyond our reasonable control, and your use of such services may be subject to those providers' own terms and privacy policies.

Beta and Preview Features

We may offer features designated as "beta," "preview," or "pilot" on an as-is basis without warranty. We may modify or discontinue beta features at any time without liability.

04

Client Responsibilities

The Client agrees to:

• Provide timely, accurate, and complete information, access, and cooperation reasonably required for us to deliver the Services, including access to systems, networks, facilities, and personnel.
• Ensure that all Authorized Users comply with these Terms and any applicable acceptable use policies.
• Maintain the security of credentials, access tokens, and authentication information used to access our Services, and promptly notify us of any unauthorized access or suspected breach.
• Obtain and maintain all required licenses, consents, and permissions for any Client Data or third-party software provided to us for use in connection with the Services.
• Comply with all applicable laws and regulations in connection with your use of the Services, including without limitation HIPAA, the HITECH Act, FDA regulations (where applicable), applicable EDI X12 transaction standards, and data protection laws.
• Maintain adequate backups of Client Data independent of any backup services we may provide, unless Client has contracted for backup as a primary service.

Acceptable Use

The Client must not use the Services to:

• Violate any applicable local, state, national, or international law or regulation.
• Transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
• Introduce malware, viruses, ransomware, or any other malicious code into our or any third party's systems.
• Attempt to gain unauthorized access to any system, network, or data, including through penetration testing or vulnerability scanning without our prior written consent.
• Resell, sublicense, or otherwise make our Services available to unauthorized third parties without our prior written approval.
• Interfere with or disrupt the integrity or performance of our Services or infrastructure.

We reserve the right to suspend access to the Services immediately and without notice if we reasonably believe the Client is engaging in prohibited use that poses a risk to our systems, other clients, or third parties.

05

Orders, Fees & Payment

Fees

All Fees are as specified in the applicable SOW or Service Order. Fees for managed and subscription services are billed in advance on a monthly or annual basis unless otherwise specified. Project and consulting fees are billed as milestones are reached or on the schedule set forth in the SOW.

Invoicing & Payment Terms

Invoices are due and payable within thirty (30) days of the invoice date unless an alternative payment schedule is specified in writing. All amounts are in U.S. Dollars. Payments must be made by ACH transfer, check, or credit card as agreed. We reserve the right to charge a processing fee for credit card payments.

Late Payments

Overdue amounts will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. We reserve the right to suspend Services for accounts more than 30 days past due after providing written notice.

Taxes

Fees do not include applicable taxes. The Client is responsible for all sales, use, value-added, or similar taxes arising from the Services, excluding taxes based on our net income. If we are required to collect such taxes, they will appear as a separate line item on your invoice.

Expense Reimbursement

Unless included in a fixed-fee SOW, the Client agrees to reimburse us for pre-approved reasonable and documented out-of-pocket expenses incurred in connection with the Services (e.g., travel, lodging, software licenses purchased on your behalf) within 30 days of invoice.

Fee Changes

We may adjust fees for recurring services upon at least sixty (60) days' written notice prior to the start of the next billing period. Continued use of the Services after the effective date of the price change constitutes acceptance of the new fees.

06

Intellectual Property

Our Pre-Existing IP

We retain all right, title, and interest in and to our pre-existing intellectual property, including our proprietary tools, methodologies, software, frameworks, templates, know-how, and any improvements thereto developed independently of any client engagement ("Background IP"). Nothing in these Terms grants the Client any rights in our Background IP except as expressly set forth herein.

Deliverables

Unless an SOW expressly provides for assignment of intellectual property to the Client, all Deliverables developed specifically for the Client are licensed, not sold. Upon full payment of all applicable Fees, we grant the Client a non-exclusive, non-transferable, royalty-free license to use the Deliverables for the Client's internal business purposes.

Where an SOW expressly provides for assignment of a Deliverable's intellectual property to the Client, such assignment takes effect upon receipt of full payment and is subject to a license-back to us to use such Deliverable in our Background IP and in serving other clients in anonymized, non-identifying form.

Client Data & Content

The Client retains all right, title, and interest in and to Client Data. The Client grants us a limited, non-exclusive license to access, process, and use Client Data solely to the extent necessary to deliver the Services and fulfill our obligations under the Agreement. We acquire no ownership interest in Client Data.

Feedback

If the Client provides suggestions, ideas, or feedback about our Services ("Feedback"), we may use such Feedback without restriction, attribution, or compensation. The Client waives any intellectual property rights in such Feedback.

07

Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and to use Confidential Information only for the purposes of performing or receiving the Services under the Agreement.

Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this Agreement by the receiving party;
• Was rightfully known to the receiving party prior to disclosure without restriction;
• Is rightfully received from a third party without restriction on disclosure; or
• Is required to be disclosed by law, court order, or regulatory authority, provided the receiving party gives prompt written notice (to the extent permitted by law) and reasonably cooperates with the disclosing party's efforts to seek a protective order.

Duration

Confidentiality obligations survive termination or expiration of the Agreement for a period of five (5) years, except with respect to trade secrets, which remain protected for as long as they qualify as such under applicable law.

08

Data & Privacy

Our collection and use of personal information in connection with the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Data Processing

Where we process personal data on the Client's behalf, we act as a data processor (or "service provider" under CCPA/CPRA) and the Client acts as the data controller (or "business"). We will process personal data only in accordance with documented instructions from the Client, except as required by applicable law.

HIPAA Business Associate Agreement

If the Services involve access to or processing of Protected Health Information ("PHI") as defined under HIPAA, a Business Associate Agreement ("BAA") must be executed between the parties prior to any such access. These Terms do not constitute a BAA. Contact us at hipaa@constanttechsystems.com to execute a BAA.

Security Incidents

We will notify the Client without unreasonable delay upon becoming aware of a confirmed security incident involving Client Data, including the nature of the incident, data potentially affected, and remediation steps taken. Notification timelines for PHI breaches are governed by the applicable BAA and HIPAA Breach Notification Rule.

Data Return & Deletion

Upon termination of the Agreement and upon written request, we will return or destroy Client Data within thirty (30) days, subject to any legal hold requirements and to data retained in routine backup systems (which will be deleted on our standard purge cycle).

09

Warranties & Disclaimers

Our Warranties

We warrant that:

• We have the legal right and authority to enter into the Agreement and to perform the Services.
• The Services will be performed in a professional and workmanlike manner consistent with industry standards.
• To our knowledge, our proprietary software and tools do not, at the time of delivery, knowingly infringe any third-party intellectual property rights.
• We maintain commercially reasonable security measures as described in our Privacy Policy.

Client Warranties

The Client warrants that:

• It has the legal right and authority to enter into the Agreement.
• All Client Data provided to us does not violate any applicable law or third-party right.
• It has obtained all necessary consents and authorizations for us to process Client Data as contemplated by the Agreement.

10

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY THE CLIENT TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000.00).

Exceptions

The limitations above do not apply to:

• Either party's indemnification obligations under Section 11;
• Damages arising from a party's gross negligence or willful misconduct;
• A party's breach of its confidentiality obligations under Section 7; or
• Liability that cannot be excluded or limited under applicable law (e.g., death or personal injury caused by negligence).

11

Indemnification

By Constant Tech Systems

We will defend, indemnify, and hold harmless the Client and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) our breach of these Terms; (b) our gross negligence or willful misconduct; or (c) any allegation that our proprietary software infringes a third party's intellectual property rights, provided the Client: (i) promptly notifies us in writing of the claim; (ii) grants us sole control of the defense and settlement; and (iii) provides reasonable cooperation at our expense.

By the Client

The Client will defend, indemnify, and hold harmless Constant Tech Systems and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the Client's gross negligence or willful misconduct; (c) any allegation that Client Data infringes or misappropriates a third party's rights; or (d) the Client's violation of any applicable law or regulation.

12

Term & Termination

Term

These Terms are effective from the date the Client first accepts them and continue until all active SOWs and Service Orders expire or are terminated. Individual SOWs or Service Orders specify their own term and renewal provisions.

Termination for Convenience

Either party may terminate a recurring Service Order for convenience upon thirty (30) days' written notice. Project-based SOWs may not be terminated for convenience without the consent of both parties or as otherwise provided in the SOW.

Termination for Cause

Either party may terminate the Agreement or any SOW immediately upon written notice if the other party: (a) materially breaches the Agreement and fails to cure such breach within fifteen (15) days after receiving written notice describing the breach in reasonable detail; (b) becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver appointed; or (c) ceases to operate in the ordinary course of business.

Effect of Termination

Upon termination or expiration: (a) all rights and licenses granted under the Agreement will terminate; (b) each party will return or destroy the other party's Confidential Information upon request; (c) all outstanding fees for Services rendered prior to termination become immediately due and payable; and (d) any provisions of these Terms that by their nature should survive termination (including Sections 6, 7, 8, 9, 10, 11, 13, and 14) will survive.

13

Dispute Resolution

Informal Resolution

The parties agree to first attempt to resolve any dispute arising out of or related to these Terms informally. Either party may initiate informal dispute resolution by sending written notice identifying the dispute in reasonable detail. The parties will attempt to resolve the dispute within thirty (30) days of such notice before pursuing other remedies.

Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof — including the determination of the scope or applicability of this agreement to arbitrate — will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will take place in Austin, Texas, or by remote proceeding if agreed by the parties. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Class Action Waiver

Each party waives any right to assert any claims against the other in any class or representative proceeding. All claims must be brought individually.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights or confidential information.

Governing Law

These Terms and any dispute arising hereunder are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. To the extent court proceedings are permitted under this Section, each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

14

General Provisions

Entire Agreement

These Terms, together with any executed MSA, SOW, Service Order, SLA, and incorporated policies (including our Privacy Policy), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

Amendments

We may update these Terms from time to time. We will provide at least thirty (30) days' advance notice of material changes via email or a prominent notice on our website. Your continued use of the Services after the effective date of any change constitutes acceptance of the revised Terms. If you do not agree, you must discontinue use and notify us in writing.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms will continue in full force and effect.

Waiver

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term. A party's failure to enforce any right or provision under these Terms will not constitute a waiver of that right or provision.

Assignment

The Client may not assign or transfer any rights or obligations under these Terms without our prior written consent, not to be unreasonably withheld. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets, provided the assignee assumes all obligations hereunder. Any attempted assignment in violation of this section is void.

Force Majeure

Neither party will be liable for any delay or failure to perform resulting from causes outside that party's reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, labor disputes, internet outages, or third-party service failures ("Force Majeure Event"). The affected party must promptly notify the other and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected SOW without penalty.

Notices

All legal notices under these Terms must be in writing and delivered by: (a) email with written confirmation of receipt; (b) overnight courier; or (c) certified mail, return receipt requested. Notices to us should be sent to the address in Section 15. Notices to the Client will be sent to the contact on file. Notices are effective upon confirmed receipt.

Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Neither party has authority to bind the other in any way.

Headings

Section headings are for convenience only and have no legal or contractual effect.

15

Contact

Questions about these Terms, requests for a Business Associate Agreement, or legal notices should be directed to: