Effective October 20, 2025. This Service Attachment for Managed Services supersedes and replaces all prior versions.

Service Attachment for Managed Services

This Service Attachment is between Provider (sometimes referred to as “we,” “us,” or “our”), and the Client found on the applicable Order (sometimes referred to as “you,” or “your”) and, together with the Order, Master Services Agreement, and other relevant Service Attachments, forms the Agreement between the parties the terms to which the parties agree to be bound.

The parties further agree as follows:

SERVICES

Provider will deliver only the Services itemized in the Services section of the Order. Additional Services may be added only by entering into a new Order including those Services.

Help Desk Support:

Help desk support is available during normal business hours. After-hours support is intended for critical systems outages and urgent user issues. After-hours support may incur additional charges as defined by the Order.

On-site Support:

It is Provider’s intention to provide remote support whenever possible. On-site support is available once it is determined by Provider that the support cannot be provided remotely. Typically, this will be due to hardware issues or network connectivity issues. On-site support is not considered Project work, however, the number of onsite support incidents and the amount of time provided for onsite support per month, if any, shall be defined in the Order. Travel charges may apply, and onsite support may not be available for all agreements.

License

Provider hereby grants Client the right to access and use only those software solutions and other information technology Services specified on the Order during the Term. Those Services may be hosted on servers operated by one or more third parties.

License Restrictions

As between the parties, Provider retains all right, title and interest in and to the Services and their various components, along with all intellectual property rights associated therewith. Other than as expressly set forth in this Service Attachment, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved. In addition, Client shall not:

• Modify, copy or create derivative works based on the Services or on any Provider Materials;
• Create Internet “links” to or from the Services, or “frame” or “mirror” any content forming part of the Services, other than on your own intranet(s) or otherwise for your own internal business purposes;
• Distribute or allow others to distribute any copies of any Provider Materials or any part thereof to any third party;
• Rent, sell, lease or otherwise provide any third party with access to the Services or to any Provider Materials, or to any copy or part thereof, or use the Services or any Provider Materials for the benefit of a third party; or
• Remove, modify or obscure any copyright, trademark or other proprietary-rights notices that are contained in or on any Provider Materials.
• Reverse engineer, decompile, or disassemble the Provider Materials, except to the extent that such activity is expressly permitted by applicable law.

For purposes of this Service Attachment, “Provider Materials” means any text, graphical content, techniques, methods, designs, software, hardware, source code, data (including Reference Data), passwords, APIs, documentation or any improvement or upgrade thereto, that is used by or on our behalf to provide the Services.

Third-Party Service Providers

Some components of the Services may be provided through or licensed from Third-Party Service Providers, including but not limited to third-party software, products or services.

Provider, and not those third parties, will provide any and all technical support related to the Services, including support related to those third-party components.

Client understands and agrees that third-party services will be warranted only by the Third-Party Service Provider and only as and to the extent set forth in such provider’s license agreement, and that Provider will not be responsible, and makes no warranty, with respect to third-party services other than that which is expressly contained in the applicable Third-Party Services Provider’s agreements.

No High-Risk Use

Client acknowledges that the Services are not fault-tolerant and are not guaranteed to be error-free or to operate uninterrupted.

You shall not use the Services in any application or situation where the Services’ failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage.

No Illegal Use

Client shall not use the Services in any application or situation where the Services would be used for any illegal manner, for any unlawful purpose, or to violate the rights of others.

Restorable Backup

Prior to installation, or accessing, or using any Services specified on an applicable Order during the Term, Client shall create a full, complete, and restorable electronic backup of all systems.

PROVIDER-SUPPLIED EQUIPMENT

Provider shall deliver the equipment and applications as identified in the Order (“Equipment”). Provider’s delivery of that Equipment is on a rental basis only and is expressly subject to the terms of this Service Attachment pertaining to Provider-supplied Equipment.

Included Services

The Monthly Service Fee for Equipment includes all fees for the use of the Provider-owned hardware, software, operating systems, and all labor needed to install and maintain all hardware, software, operating systems delivered to client under this section.

Equipment Restrictions

All Equipment must be used by Client for the purpose for which it was intended. Client shall not abuse the Equipment or permit it to be serviced by anyone other than Provider.

Neither Client nor Client’s agent shall connect accessories supplied by anyone other than Provider to the Equipment without Provider’s written consent, which shall not be unreasonably withheld.

Client shall use the Equipment only in the manner contemplated by the manufacturer and in accordance with law.

Client shall not allow anyone other than Provider to disconnect or move the Equipment from the location noted on the Order.

Provider must be free to make any changes needed on the Equipment.

Any critical business data stored on any Equipment must be backed up by Client.

Ownership of Provided Software

Client acknowledges that its interest in any software installed by Provider on the Equipment is that of a licensee and that the software provided by Provider shall remain the property of Provider and must be returned if requested by Provider in furtherance of the Services or upon termination of this Agreement.

Client further agrees to cease the use of any software or Equipment that remains the property of Provider upon cancellation or termination of this Attachment.

CREDENTIALS

Network Administrative Credentials – Provider must have exclusive network administrative credentials for Client’s network. While it is providing Services, Provider will not release the network administrative credentials to Client or to any third party for any reason without a signed release acceptable to Provider.

Upon termination, if Client has paid any and all required fees, including but not limited to, termination fees, remaining third-party service fees, and off-boarding fees, Provider will then release the network administrative credentials to Client.

User Credentials – User credentials are the property of Client, and Provider will not withhold individual user credentials to systems or applications.

Third-Party Global Admin Credentials (Client Credentials) – While it is providing services, Provider will not release Client Credentials to Client or to any third party for any reason without a signed release acceptable to Provider.

Upon termination, if Client has paid any and all required fees, Provider will then release Client Credentials to Client.

Third-Party Service Provider Credentials (Provider Credentials) – Provider’s credentials for tools and applications will never be released to Client for any reason.

ADDITIONAL CLIENT OBLIGATIONS

Hardware Equipment

Client equipment must be maintained under a manufacturer’s warranty or a current maintenance contract.

Provider is not responsible for client equipment that is not maintained under a manufacturer’s warranty or maintenance contract or that is otherwise out of order.

Provider may designate certain equipment as obsolete or defective and exclude it from coverage under this Agreement.

Minor On-Site Tasks

Provider may occasionally ask Client to perform simple on-site tasks. Client agrees to cooperate with all reasonable requests.

Server Upgrades or Repair

Provider will authorize all server upgrades or repairs. Client agrees not to perform any of these actions without notifying Provider.

Software Media

Client shall obtain and supply all necessary software media with installation keys upon request.

Client is solely responsible for obtaining all required software licenses.

Security and Regulatory Recommendations

Provider may make recommendations regarding regulatory compliance, safety and security.

If Client fails to adopt recommended protocols, Client is responsible for any resulting damages, including but not limited to fines, breaches, or restoration costs.

NETWORK CHANGE COORDINATION

Significant Changes to Client’s Network

Client will notify Provider via email of all significant proposed network changes and will provide us with a reasonable opportunity to comment and follow-up regarding those proposed changes.

Research Regarding Network Changes

Evaluation of network change requests sometimes will require significant research, design, and testing by Provider. These types of requests are not covered by this Service Attachment and will be billed at Provider’s then-current rates for time and materials.

SUITABILITY OF EXISTING ENVIRONMENT

Minimum Standards Required for Services

Client represents, warrants and agrees that its existing environment meets the following requirements or will obtain upgrades to its existing environment to meet the following requirements (“Minimum Standards”):

• All servers must be running a supported version of the operating system with all of the latest recommended patches and updates installed.
• All desktop PC’s and notebooks/laptops must be running a supported version of the operating system with all of the latest recommended patches and updates installed.
• All server and desktop software must be genuine, licensed and vendor-supported.
• Provider must have exclusive administrative credentials to Client’s network.
• The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the internet.
• There must be an outside static IP address assigned to a network device, allowing secure VPN access.

Healthcare Clients

• MS Active Directory, or other identity-management system

PCI-DSS (credit card)

• Segregated payment network
• Segregated wireless network from payment network
• MS Active Directory, or other identity-management system

All costs required to bring Client’s environment up to these minimum standards are not included in this Service Attachment.

If Client’s environment fails to satisfy the above requirements at any time during the Service term, Provider may suspend further delivery of the Services and/or terminate this Service Attachment upon five (5) business days’ advance, written notice.

EXCLUSIONS

Provider is not responsible for failures to provide Services that are caused by the existence of any of the following conditions:

• Expired Manufacturer Warranty or Support – Parts, equipment or software not covered by a current vendor/manufacturer warranty or support.
• Alterations and Modifications not authorized by Provider – Any repairs made necessary by the alteration or modification of equipment other than that authorized by Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Provider.
• Hardware or Software Malfunction – Any time there is a defect or malfunction in any hardware or software not caused by Provider that adversely affects Provider’s ability to perform the Services.
• Client Resource Problems – Any time a problem occurs resulting from a Client resource that are not under Provider’s management or control.
• Network Changes – Any changes Client may have made to the networking environment that were not communicated to or approved by Provider.
• Task Reprioritization – Any problems or failures related to a prioritization or reprioritization of tasks by Client.
• Force Majeure – Any problems resulting from a Force Majeure Event as described in the Master Services Agreement.
• Client Actions – Any problem resulting from Client actions or inactions.
• Client Responsibilities – Any problems resulting from Client’s failure to fulfill any responsibilities or obligations under the relevant Agreements.
• Internet Connectivity Loss – Any loss of internet connectivity that occurs at Client locations for any reason.
• Software Maintenance – Any maintenance of applications software packages, whether acquired from Provider or any other source.
• Remote Computers – Home or remote computers that are not covered under the relevant Agreements.

Provider is not responsible for failure to provide Services that occur during any period of time in which any of the following conditions exist:

• Problem Ticket Management – The time interval between the initial occurrence of a desktop malfunction or other issue affecting functionality and the time Client reports the desktop malfunction or issue to Provider.
• Power Supply Malfunction – Instances where the battery, electricity, power-protective equipment or uninterruptable power supply (UPS) malfunctions and renders Provider unable to connect to the network or troubleshoot the device in question.
• Third-Party Criminal Activity – Provider is not responsible for criminal acts of third parties, including but not limited to hackers, phishers, crypto-locker, and any network environment subject to ransom. Client agrees to pay ransom or hold Provider harmless for any activity effecting network security related to third-party criminal activity. Any costs or fees to rebuild or service machines are provided and sold separately by Provider.
• Malware – Provider is not responsible for any harm caused by execution or transmission of malicious code, including without limitation, viruses, worms, ransomware, or similar mechanisms. Any costs or fees to rebuild or service machines are provided and sold separately by Provider.

The following list of items are excluded from the scope of included Services, and may incur additional charges or require a separate billable project:

• Software Maintenance – Unusual work resulting from failed patches or updates, except Microsoft Windows updates.
• Programming Modifications – Any programming or modification of software code.
• Training – Any training service unless otherwise agreed in an Order.
• Software and Web Development – Any Services requiring development work.
• Remote Computers – Home or remote computers not covered under the Agreement.
• Replacement Software – Implementation of new or replacement software.
• Relocation / Satellite Office – Office relocation or satellite office setup.
• Equipment Refresh – Any non-workstation equipment refreshes.

The following list of items are costs that are considered separate from the Service pricing:

• Costs Outside Scope of the Service – The cost of any parts, equipment, shipping, software licensing, renewal or upgrade fees, third-party vendor support, or additional equipment or service contracts.

The following is a list of Services Provider does not perform:

• Printer Hardware Repair – Printer hardware repair or maintenance work.
• Third-party Vendor Disputes – Management or involvement in disputes with third-party vendors, except technical issues.

RIGHT TO ACT AS AGENT AND SITE PREPARATION

• Client designates Provider to act as agent for ordering necessary services or entering trouble tickets with carriers and internet providers.
• Client agrees to furnish and install conduit, wiring, and structural access needed for installation.
• Client agrees to provide all electrical power, facilities, and environmental conditions required.
• Provider is not responsible for structural alterations or restoring premises after equipment removal.

VOIP CUTOVER DATE AND ACCEPTANCE

The Service Start Date outlined in the Order is approximate. Provider shall not be liable for delays caused by circumstances beyond its control.

VOIP CONSULTANT

If Client is represented by a consultant, Provider may require that the consultant provide completed documentation and coordinate services.

VOIP SERVICE LIMITATIONS AND RESTRICTIONS

Emergency Calls

When you dial 911, your call is routed using the address provided. Calls may not be routed to traditional emergency dispatch systems.

Rogue 911 calls are subject to a $500 fee per call. A rogue call means any call placed using an unregistered caller ID.

Service Interruptions

Emergency calling does not function without power and an active Internet connection. Any service outage will prevent emergency calling.

Provider is not responsible for any events occurring during service outages.

Contact Information

The address provided to Provider is used for emergency routing. Incorrect or outdated information may result in calls being routed incorrectly.

Phone Number and Location Changes

Changes to phone numbers may delay emergency address updates for up to 72 hours.

Business Use

Client shall not resell or transfer Services without written permission.

International Services

Foreign carriers may impose restrictions. Client is responsible for compliance and charges.

Additional Restrictions

• No unlawful use of VoIP services.
• No automated or abusive call usage.
• Provider may block traffic to prevent abuse or network issues.

VOIP INDEMNIFICATION

In addition to your indemnification obligations in the Master Services Agreement, you shall defend, indemnify, and hold harmless Provider, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with this agreement, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) by, or on behalf of, you or any third party or user of the Service relating to the absence, failure or outage of the Service, including Emergency Calling Service dialing and/or inability to dial 911 or access emergency services.

PROVIDER OBLIGATIONS

In addition to delivery of the Services, Provider accepts the following obligations under this Service Attachment:

Data Security and Privacy

Provider shall not use, edit or disclose to any party other than Client any electronic data or information stored by Provider or transmitted to Provider using the Services (“Client Data”).

Provider shall maintain the security and integrity of any Client Data under its control.

As between Provider and Client, all Client Data is owned exclusively by Client.

Provider may access Client Data solely to respond to service or technical problems or otherwise at Client’s request.

Maintenance Windows

Routine maintenance and upgrades may occur during scheduled windows, during which systems may be unavailable.

WARRANTY

• Provider warrants that the Services will be performed materially in accordance with the service documentation and in a professional and workmanlike manner.

HOWEVER, PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION, AND PROPERTY.

PROVIDER HAS NO OBLIGATION TO PROVIDE SECURITY OTHER THAN AS STATED IN THIS SERVICE ATTACHMENT.

PROVIDER MAKES NO CLAIMS OR WARRANTIES THAT DATA BACKUPS OR RECOVERIES WILL BE ERROR-FREE OR COMPLETED WITHIN A SPECIFIC TIME FRAME.

CLIENT ACKNOWLEDGES THAT NO WARRANTIES ARE PROVIDED BY THIRD-PARTY VENDORS AND THAT THEY DISCLAIM ALL LIABILITY.

SERVICE FEES

Onboarding Fee

Provider may charge an onboarding fee to deploy and configure Services.

Provider has no obligation to deliver Services until onboarding fees are paid.

Service Fee Increases

Provider may adjust fees based on increases in users, devices, or services.

Client shall pay all adjusted fees as they become due.

Reductions in users or devices may result in adjusted fees but will not fall below original Order levels.

Definitions

“User” means employees or authorized individuals using the Services.

“Device” means any equipment included in the Services.

TERM AND TERMINATION

Term

This Service Attachment is effective on the Service Start Date and continues through the Initial Term unless terminated.

Renewal

Renewal extends the Initial Term unless either party provides at least ninety (90) days written notice of termination.

Month-to-Month Services

If no Initial Term is specified, Services are provided month-to-month until terminated with ninety (90) days notice.

Early Termination by Client With Cause

• Provider fails to fulfill obligations and does not cure within thirty (30) days.
• Provider suspends or terminates business operations.

Early Termination by Client Without Cause

Client may terminate with ninety (90) days notice and payment of applicable termination fees.

Termination by Provider

Provider may terminate with or without cause upon ninety (90) days notice, or immediately for illegal or abusive conduct.

Effect of Termination

Provider will assist in transition if Client is current on all payments.

Provider may charge for transition assistance.

Client access to Services will be terminated immediately upon termination.

Provider will uninstall software from Client systems.

Provider may provide Client Data upon request for a fee.

After thirty (30) days, Provider has no obligation to retain Client Data.

Client agrees to pay all remaining third-party service fees and termination-related costs.