Protect Service Agreement

Version: 2024.1

1. Provision of Service.

1.1 Subject to the terms and conditions in this Protect Service Agreement (“Protect Agreement”), the Company hereby agrees to provide to the Client during the term of the Managed IT Service Agreement the services consisting of the Protect services defined in the Managed IT Service Agreement.

1.2 The services under Protect as defined in the Managed IT Service Agreement are provided on an “as is” and “as available” basis, without any warranties or guarantees of any kind, express or implied, including but not limited to the accuracy, completeness, timeliness, reliability, or availability of the service or the data or alerts generated by the service.

1.3 The Client must notify the Company Point of Contact as defined in the Managed IT Service Agreement of any changes to the Client’s environment, network, devices, users, or policies that may affect the Company’s ability to provide the Protect services as defined in the Managed IT Service Agreement.

1.4 The Company is not liable for any damages, losses, costs, or expenses arising from or relating to Protect Service, or from any errors, omissions, delays, or interruptions in the Protect Service, or from any actions or decisions taken as a result of the Protect services as defined in the Managed IT Service Agreement, whether based on contract, tort, negligence, strict liability, or otherwise, even if we have been advised of the possibility of such damages.

1.5 The Client is solely responsible for ensuring the security and compliance of its systems and data. The Company is not responsible for any unauthorized access, use, disclosure, modification, or deletion of the Client’s systems or data, or for any loss or corruption of Client data and Client accessible data. The Client shall defend, indemnify and hold the Company & its technology partners harmless against any third-party claim, suit or proceeding arising from or relating to the Protect Service and the Protect Agreement.

2. Term, Renewal, and Termination

2.1 Term, Renewal and Termination of the Protect Agreement shall be governed by ARTICLE 3 – TERM, RENEWAL, AND TERMINATION under the Managed IT Service Agreement between the Company and the Client.

3. Warranty Disclaimer and Limitation of Liability

3.1 THE COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE COMPANY SERVICE, THE PROTECTION SERVICES OR THE SECURITY SOFTWARE AS DEFINED IN THE MANAGED IT SERVICE AGREEMENT, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFIRNGEMENT. THE CLIENT ACKNOWLEDGES IT HAS RELIED ON NO WARRANTIES WITH RESPECT TO THE COMPANY SERVICE, THE PROTECT SERVICE, THE SECURITY SOFTWARE IN ENTERING INTO THIS PROTECT AGREEMENT.

3.2 IN NO EVENT WILL THE COMPANY OR ITS TECHNOLOGY PARTER(S) BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE PROTECT AGREEMENT. IN NO EVENT SHALL THE COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE PROTECT AGREEMENT EXCEED THE AMOUNT OF FEES AND AMOUNTS PAID BY CLIENT FOR THE PROTECT SERVICES UNDER THE MANAGED IT SERVICE AGREEMENT. THE CLIENT ACKNOWLEDGES THAT THE AMOUNTS PAID UNDER THE MANAGED IT SERVICE AGREEMENT FOR PROTECT REFLECT THE ALLOCATION OF RISK SET FORTH IN THE PROTECT AGREEMENT AND THAT THE COMPANY WOULD NOT ENTER INTO THE PROTECT AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.