Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) form a binding agreement between you and SAINT Technology Services LLC (“SAINT,” “we,” “us,” or “our”). By accessing saintsecured.com (the “Site”), submitting an inquiry, engaging our services, or communicating with us by phone, email, or SMS, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Site or our services.

2. Description of Services

SAINT provides managed IT, co-managed IT, cybersecurity, network design, backup and disaster recovery, Microsoft 365 and Google Workspace administration, risk advisory and vCISO services, and physical security offerings including business security cameras, access control, and video surveillance. Specific service scope, deliverables, service levels, pricing, and duration are set out in one or more written Statements of Work, Service Orders, Quotes, or similar documents (each, an “Order”) executed under a Master Services Agreement (“MSA”).

3. Eligibility

You must be at least 18 years of age and, when acting on behalf of an organization, authorized to bind that organization to these Terms and to any Order or MSA. By agreeing to these Terms on behalf of an organization, you represent and warrant that you have the authority to do so.

4. Account Registration and Security

Certain features, including client portals, ticket systems, and remote-support tools, require an account. You agree to provide accurate information, keep your credentials confidential, enable multifactor authentication when offered, and promptly notify us of any unauthorized access at [email protected] or 531-625-2112. You are responsible for all activity under your account and for the acts of your designated administrators and end users, subject to our own security obligations.

5. Relationship to the Master Services Agreement

Where SAINT and a client have executed an MSA, that MSA and any Order thereunder govern the relationship for the services described in the Order. In the event of a conflict between these Terms and the MSA, the MSA controls for the applicable services. These Terms otherwise apply to visitors to the Site and to communications outside the scope of an executed MSA.

6. Payment Terms

Fees are set out in the applicable Order. Unless the Order states otherwise:

• Recurring managed-services fees are invoiced monthly in advance.
• Project fees and time-and-materials work are invoiced upon milestone completion or monthly, whichever occurs first.
• Third-party pass-through costs, hardware, software licenses, and travel are billed as incurred.
• Payment is due within 30 days of invoice date (net 30).
• Overdue balances accrue interest at 1.5% per month or the maximum permitted by law, whichever is less, plus reasonable collection costs and attorneys' fees.
• Fees exclude applicable taxes, which are your responsibility.

Chargebacks: If you initiate a chargeback for undisputed fees for services you accepted, we may treat the chargeback as a material breach of these Terms and the applicable Order, suspend service, and pursue collection.

We may increase recurring fees on 30 days' notice, subject to any longer notice requirement in the applicable MSA or Order.

7. Acceptable Use

You agree not to, and not to permit any third party to:

• Use our services to violate law, infringe intellectual property, or interfere with the rights of others.
• Send unsolicited commercial communications, phishing content, or malware through systems SAINT operates.
• Attempt to gain unauthorized access to any SAINT or client system, probe, scan, or test the vulnerability of any system, or breach security or authentication measures without written authorization from SAINT.
• Reverse engineer, decompile, or attempt to derive source code of any SAINT-provided software, except to the extent permitted by law.
• Use our services to store or transmit content that is illegal, defamatory, obscene, or that violates a third party's privacy rights.
• Interfere with or disrupt the integrity or performance of our services, our infrastructure, or third-party infrastructure used to deliver them.

Violation may result in suspension or termination under Section 15.

8. Intellectual Property

SAINT retains all right, title, and interest in and to its methodologies, know-how, playbooks, templates, scripts, configuration standards, documentation, dashboards, and any tools or software developed or licensed by SAINT (“SAINT IP”), including any improvements or modifications, whether or not developed in the course of an engagement. Subject to payment of fees and compliance with these Terms, SAINT grants each client a limited, non-exclusive, non-transferable license to use SAINT IP solely as necessary to receive the services during the term of the applicable Order. The Site and its content are protected by copyright, trademark, and other laws; nothing in these Terms transfers ownership of the Site to you.

Client data, client documentation created specifically for the client, and pre-existing client materials remain the property of the client. Feedback you provide about our services may be used by SAINT without restriction or compensation.

9. Third-Party Services

Delivery of our services requires the use of third-party platforms and providers, including those listed in Section 6.1 of the Privacy Policy. Your use of any such third-party service is subject to that provider's own terms and privacy notices. SAINT is not responsible for outages, defects, changes, or discontinuation of third-party services outside our reasonable control, though we will use commercially reasonable efforts to work around such issues and to communicate impact.

10. Client Data

As between SAINT and you, you own your client data. You grant SAINT a limited license to access, use, store, transmit, and process client data solely to deliver the services, to secure and monitor our operations, and to comply with law. On termination or expiration of an Order, SAINT will, at your written request made within 30 days of termination, return client data in a mutually agreeable format or provide reasonable assistance for its migration, subject to payment of reasonable transition fees. After that period, SAINT will delete or securely destroy client data in accordance with the offboarding provisions of the applicable Order and the retention schedule in the Privacy Policy, except for copies in routine backups (which are deleted per retention schedule) and copies retained to comply with law.

For healthcare clients, a HIPAA Business Associate Agreement governs Protected Health Information. For clients with criminal justice information subject to the CJIS Security Policy, applicable addenda govern that information.

11. SMS Communications

By providing your mobile number to SAINT and completing an opt-in, you consent to receive SMS from SAINT Management Group LLC (d/b/a SAINT Technology Services) as described in Section 10 of the Privacy Policy.

• Consent to receive SMS is not a condition of purchase.
• Message frequency varies.
• Message and data rates may apply.
• Reply HELP for support information; reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to opt out, effective immediately.
• Carriers are not liable for delayed or undelivered messages.
• No mobile information will be shared with third parties or affiliates for marketing or promotional purposes.

Full SMS terms, including the categories of messages covered, are set out in Section 10 of the Privacy Policy, which is incorporated into these Terms by reference.

12. Warranties and Disclaimers

SAINT warrants that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE APPLICABLE MSA, OR AN ORDER, THE SITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SAINT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT BACKUPS OR RECOVERY WILL BE SUCCESSFUL IN EVERY CASE. NO ADVICE OR INFORMATION OBTAINED FROM SAINT CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Service level commitments, if any, and associated service credits are set out in the applicable Order or SLA. Service credits, where offered, are the exclusive remedy for missed service levels.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b)SAINT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SAINT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

(c)The limitations in this Section 13 do not apply to (i) a party's indemnification obligations under Section 14, (ii) a party's breach of confidentiality obligations, (iii) fraud, gross negligence, or willful misconduct, or (iv) any liability that cannot be limited under applicable law.

14. Indemnification

You will defend, indemnify, and hold harmless SAINT and its officers, directors, employees, and agents from and against any third-party claim, and pay any damages or reasonable settlement approved by you, arising out of (a) your breach of these Terms, the MSA, or an Order; (b) your violation of law or infringement of a third party's rights through your use of the services; (c) client data or content you provide to SAINT; or (d) your negligence or willful misconduct.

SAINT will defend, indemnify, and hold you harmless from and against any third-party claim, and pay any damages or reasonable settlement approved by SAINT, arising out of SAINT's willful misconduct or gross negligence in performing the services.

The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement (provided any settlement admitting liability or requiring payment by the indemnified party requires consent, not unreasonably withheld), and reasonably cooperate.

15. Term and Termination

These Terms apply while you access the Site or receive services. An MSA or Order specifies the term for the services under it. Either party may terminate for material breach on 30 days' written notice if the breach is not cured within that period, or immediately upon notice if the breach is not curable. On termination, all outstanding fees for services rendered through the effective date of termination become immediately due, and offboarding proceeds as described in Section 10 and the applicable Order.

16. Suspension of Service

We may suspend all or part of the services on notice (or without notice where prompt action is required) if (a) fees are overdue, (b) we reasonably believe your use of the services poses a security, integrity, or legal risk to SAINT, a client, or a third party, (c) your use violates Section 7, or (d) a lawful request from a government or regulator requires suspension. We will restore service once the cause is resolved. Suspension for cause does not relieve you of the obligation to pay fees for the suspended period unless the applicable MSA or Order says otherwise.

17. Modifications to Services

We may modify or discontinue the services or features from time to time, provided that material adverse changes to services covered by an active Order will be governed by that Order. We will use commercially reasonable efforts to give notice of material changes.

18. Modifications to Terms

We may revise these Terms from time to time. If a change is material, we will provide notice by updating the “Effective” date and, where appropriate, by email or Site banner. Continued use of the Site or services after the effective date constitutes acceptance. If you do not agree, stop using the Site and, where applicable, terminate your engagement per the applicable MSA or Order.

19. Governing Law and Venue

These Terms are governed by the laws of the State of Nebraska, without regard to conflicts of law principles. Subject to Section 20, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Lancaster County, Nebraska, for any action not subject to arbitration.

20. Dispute Resolution; Arbitration; Class Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the services, other than actions to enforce intellectual property rights or to seek injunctive or other equitable relief, will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will take place in Lincoln, Nebraska, before a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction.

CLASS-ACTION WAIVER: EACH PARTY AGREES THAT CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this class-action waiver is found unenforceable, the entire arbitration provision will be null and void as to the affected claim.

Nothing in this Section prevents either party from seeking urgent injunctive relief in court to protect intellectual property, confidential information, or system security.

21. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labor disputes, epidemic or pandemic, government action, internet or telecommunications failures, and third-party provider outages, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

22. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

23. Entire Agreement

These Terms, the Privacy Policy, and any applicable MSA and Order constitute the entire agreement between you and SAINT regarding the subject matter and supersede all prior or contemporaneous understandings. In the event of a conflict, the order of precedence is: (1) the applicable Order, (2) the applicable MSA, (3) the Privacy Policy, (4) these Terms.

24. Miscellaneous

Assignment:You may not assign these Terms without SAINT's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, subject to notice. SAINT may assign these Terms freely.

Waiver: No failure or delay in exercising any right waives that right.

Notices: Notices to SAINT must be sent to the address and email in Section 25. Notices to you may be sent to the contact information in your account or Order.

No Agency: Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

Survival: Sections that by their nature should survive termination (including intellectual property, confidentiality, warranties disclaimers, limitation of liability, indemnification, dispute resolution, and this Section 24) survive termination.

25. Contact

SAINT Management Group LLC (d/b/a SAINT Technology Services)
Shamrock Plaza, Lincoln, Nebraska
Email: [email protected]
Phone: 531-625-2112