Terms of Service

1. Agreement & Acceptance

These Terms of Service (the "Agreement") govern all managed IT, cloud, voice, security, support, and related professional services (collectively, the "Services") provided by 2Dye4 LLC, d/b/a YourTEK Professionals ("YourTEK," "we," "us," or "our") to the customer entity identified in a service order, statement of work, or invoice ("Client," "you," or "your").

By (a) signing a Service Order or Statement of Work that references this Agreement, (b) paying any invoice dated on or after May 5, 2025, or (c) accessing or using the Services after that date, Client accepts and agrees to be bound by this Agreement. If Client does not agree, Client must immediately cease all use of the Services and notify YourTEK in writing.

2. Definitions

• "Service Order" – the ordering document (including any proposal, quote, or statement of work) that describes the specific Services, term, and fees.
• "Effective Date" – the earlier of the date Client signs a Service Order or the date Client first uses or pays for the Services after publication of this Agreement.
• "Credentials" – the unique username, password, multi-factor token, key, or certificate assigned to an individual user.

Additional terms may be defined within the body of this Agreement.

3. Scope of Services

1. Service Description. YourTEK will provide the Services described in the applicable Service Order(s) in accordance with the service tiers, response targets, and exclusions set forth therein and in any attached appendices.
2. Changes. Either party may propose changes to the scope. Changes are effective only when documented in a written amendment or new Service Order signed by both parties.

4. Fees & Payment

1. Fees. Client will pay the recurring and one-time fees specified in each Service Order. Unless otherwise stated, device- or location-based fees commence when the device or location is first onboarded.
2. Recurring Invoices. Recurring service invoices are issued monthly in advance and are due Net 15 from the invoice date. The first invoice may include prorated partial-month charges and a one-time setup fee equal to one month of recurring fees.
3. One-Time & Project Invoices. Payment terms for one-time services, projects, and equipment purchases may be negotiated during the sales process. The payment terms stated on the invoice are the final, binding terms. Common terms include Net 15, Net 30, or Due on Receipt, as specified on each invoice.
4. Late Payments. A late fee of 1.5% per month (or the maximum legal rate, if lower) will accrue on past-due balances beginning:
   • For invoices with Net terms: on the day following the due date
   • For invoices marked "Due on Receipt": fifteen (15) days after the invoice date
5. Service Suspension & Collection. Amounts not received within five (5) days after the due date may result in suspension of Services, disconnection, or other collection action at YourTEK's sole discretion. Suspended services may be subject to a reconnection fee. YourTEK reserves the right to pursue all available legal remedies for unpaid balances.
6. Taxes. Fees are exclusive of federal, state, and local taxes, which Client will pay unless Client provides a valid exemption certificate.

5. Client Responsibilities

1. Cooperation & Access. Client will provide timely access to facilities, equipment, networks, and personnel reasonably required for YourTEK to perform the Services.
2. Supported Environment. Client will maintain hardware, software, and network components at or above the minimum standards outlined in the applicable Service Order or appendix.
3. Unique Credentials Required. Each individual user of the Services must be provisioned with, and shall use, their own unique Credentials. Sharing, re-use, or delegation of Credentials is strictly prohibited without YourTEK's prior written consent. Client is liable for all activity conducted through its users' Credentials, whether authorized or not. Any breach of this section is a material breach and may result in immediate suspension or termination of Services. Client will indemnify and hold harmless YourTEK from any loss, cost, or claim arising out of activity performed under shared or compromised Credentials, including regulatory fines and third-party claims.
4. Multi-Factor Authentication (MFA). Where supported, Client will implement MFA for all administrative, remote-access, and cloud accounts within thirty (30) days of onboarding or notice.
5. Data Backup. Client is responsible for verifying the success of any backup solution and for retaining independent, restorable copies of critical data unless backup is expressly included in the Service Order.

6. Security & Acceptable Use Policy

Client will comply with YourTEK's Acceptable Use & Security Policy located at /us/legal/security/ (the "AUP"), as updated from time to time. The AUP is incorporated by reference into this Agreement.

7. Term & Termination

1. Term. The initial term of each Service Order begins on its Effective Date and continues for the term specified therein (the "Initial Term"). Thereafter, the Service Order will automatically renew for successive one-year periods (each a "Renewal Term," and together with the Initial Term, the "Term") unless either party provides thirty (30) days' written notice of non-renewal.
2. Termination for Convenience. Either party may terminate a Service Order or this Agreement in its entirety for convenience upon thirty (30) days' written notice to the other party.
3. Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within ten (10) days after receipt of notice.
4. Effect of Termination. Upon termination, (a) Client will pay all undisputed amounts due up to the termination date, (b) YourTEK will assist in orderly transition of Services at its then-current rates, and (c) Client will return or pay MSRP for any YourTEK-owned equipment as listed in the applicable Service Order.

8. Confidentiality

Each party will protect the other's non-public information with the same degree of care it uses to protect its own similar information, and in no event less than reasonable care. Confidential information may be used only to perform obligations or exercise rights under this Agreement.

9. Limitation of Liability

IN NO EVENT WILL YOURTEK BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. YOURTEK'S TOTAL LIABILITY UNDER ANY SERVICE ORDER WILL NOT EXCEED THE FEES PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND YOURTEK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11. Changes to this Agreement

YourTEK may update this Agreement from time to time. Material changes will be communicated via e-mail and a notice on the client portal at least thirty (30) days before they take effect. Continued use of the Services or payment of an invoice after the effective date constitutes acceptance of the updated terms.

12. Governing Law & Venue

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute shall be brought exclusively in the state or federal courts located in Escambia County, Florida, and each party consents to that jurisdiction.

13. Notices

All notices must be in writing and deemed given when (a) delivered personally, (b) sent by a nationally recognized overnight courier with receipt, or (c) sent by certified U.S. mail, return receipt requested, to the addresses set forth in the Service Order.

14. Entire Agreement

This Agreement, together with any Service Orders, appendices, and documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior proposals and communications. If there is a conflict, the Service Order controls, followed by this Agreement, and then any appendix.