This Agreement governs all technical services delivered by Cloud Guardian LLC, a New Jersey limited liability company of 643 Georges Rd, North Brunswick Township, NJ 08902, to the client named in any linked or attached Exhibit. Accepting a quote, an Exhibit, or a service request binds the parties to the terms below.
1. Definitions
Agreement means this document together with every Exhibit, quote, and statement of work accepted by the Company. Company means the client named in the Exhibit. Exhibit means a schedule of services, quantities, and pricing. Services means the work described in an Exhibit. Company Data means data belonging to the Company that we access, store, or process in delivering the Services. Supported Environment means the users, devices, systems, and locations listed in an Exhibit.
2. Scope of services
Cloud Guardian will perform the Services described in the applicable Exhibits. Each Exhibit becomes part of this Agreement and controls the specific services, quantities, pricing, and operational terms for that Company. Anything not described in an Exhibit is out of scope and is quoted separately as project work.
3. Order of precedence
Where documents conflict, they are read in this order: a signed amendment naming this Agreement; the Exhibit or accepted quote, for scope, quantities, pricing, and service levels only; then this Agreement, for all other terms. A quote does not vary the legal terms of this Agreement unless it says so expressly and identifies the section it changes.
4. Fees and reconciliation
The Company will pay the fees stated in the Exhibits. Quantities and pricing may be updated where vendor pricing changes, where the Company modifies its environment, or where a reconciliation shows a difference between billed and actual usage. Reductions in service may remove volume based discounts. Cloud Guardian will give at least thirty days written notice of a price change that is within its control; changes driven by a vendor take effect when the vendor applies them.
5. Payment
Recurring fees are billed monthly in advance and are due by the date stated on the invoice. Hardware is prepaid before it is ordered. Licensing and recurring project related services are payable when provisioned. All fees are exclusive of taxes, which the Company is responsible for except for taxes on Cloud Guardian's income.
Any invoice not paid when due accrues interest at eighteen percent per annum, or the maximum rate permitted by New Jersey law if lower, together with a fifty dollar per week administrative charge per overdue invoice representing the parties' reasonable estimate of the cost of collection activity. Cloud Guardian may suspend Services on ten days written notice of non payment. Suspension does not relieve the Company of fees accruing during suspension, and security monitoring will not be suspended where doing so would leave the Company exposed, though Cloud Guardian is under no obligation to continue it unpaid.
6. Term, renewal, and exit
Service begins on the date noted in the Exhibit. Where no term is stated, either party may end the Services on one hundred and eighty days written notice. No reduction in service levels or fees is permitted during the notice period. Where the Company reduced services within the six months before giving notice, billing during the notice period reverts to the highest quantities and rates billed in that period.
Where a fixed term is listed, the Company may not terminate early for convenience, and the Agreement renews month to month at the end of the term unless either party gives notice. On termination by the Company, all balances become immediately due and Cloud Guardian may invoice the remaining contracted Services in full.
Either party may terminate immediately for the other's material breach that is not cured within thirty days of written notice, or immediately on the other's insolvency, assignment for the benefit of creditors, or appointment of a receiver.
Transition out. On termination for any reason, Cloud Guardian will, at the Company's written request and at its then current hourly rate, provide reasonable transition assistance for up to sixty days, and will return or securely destroy Company Data as directed. Documentation and credentials belonging to the Company will be handed over once all undisputed balances are settled. Cloud Guardian's own tooling, scripts, templates, and monitoring configuration remain its property and are removed rather than transferred.
7. Company responsibilities
The Services depend on the Company doing certain things, and Cloud Guardian is not responsible for outcomes where they are not done. The Company will provide timely access to systems, facilities, and personnel; maintain a current inventory of users, devices, and locations; notify Cloud Guardian in writing when devices or users are added or removed, with billing continuing until written notice is received; keep vendor support and licensing current; permit the installation of monitoring, management, and security software on systems in the Supported Environment; and act on documented recommendations, particularly those concerning patching, multi factor authentication, backups, and privileged access.
The Company designates at least one authorised contact who may commit it to work and expense. Cloud Guardian is entitled to rely on instructions from that contact.
8. Support, response, and onsite work
Support requests are submitted by phone, email, or the Cloud Guardian portal. Remote work is billed in fifteen minute increments unless an Exhibit says otherwise. Onsite work carries a two hour minimum, and travel beyond fifty miles may be billable. Severe issues raised outside business hours may be billed at premium rates. Cloud Guardian may assign specialist project resources where an issue exceeds the scope of routine support.
Service level response expectations may be suspended on public holidays, during severe weather, and during declared emergencies. Onsite response to a critical issue within fifty miles will occur the next business day where conditions permit. Response targets measure the time to begin work, not the time to resolve, because resolution time depends on factors outside Cloud Guardian's control including vendor escalation.
9. Artificial intelligence in service delivery
Cloud Guardian uses artificial intelligence and machine learning throughout its service delivery, and this section states how. It is written to be read, not to be waved at during an audit.
Where it is used. Endpoint detection and response, email security, network and identity monitoring, log correlation, alert triage and enrichment, ticket summarisation and routing, documentation, script and configuration drafting, and reporting. Some of these systems are operated by Cloud Guardian and some are features of vendor platforms licensed to the Company.
Automated action. Some protective actions are automatic and occur without a human in the loop, because a human in the loop at two in the morning is measured in minutes and an exfiltration is measured in seconds. These include quarantining email, isolating an endpoint, blocking a sender or a destination, disabling a session, and suspending an account. The Company accepts that a protective action may occasionally act on something benign, that this is the intended trade, and that Cloud Guardian is not liable for the ordinary business consequences of a protective action taken in good faith. Actions that are destructive or that materially change the environment are reviewed by a person first.
What it does not do. AI output is advisory. It can be wrong, it can be confidently wrong, and no model detects every threat. Nothing in this Agreement is a warranty that an AI or machine learning system will identify, prevent, or contain any particular attack. Recommendations produced with AI assistance are reviewed by a Cloud Guardian engineer before they are given to the Company, and the engineer, not the model, is accountable for them.
Company Data and model training. Company Data may be processed by AI systems, including systems operated by third party subprocessors under contract to Cloud Guardian, for the sole purpose of delivering the Services. Cloud Guardian does not sell Company Data and does not permit it to be used to train any third party's general purpose model. Where a subprocessor is used, Cloud Guardian contracts on business or enterprise terms that exclude Company Data from that provider's training. Cloud Guardian may use telemetry, detections, and operational metrics in aggregated and de identified form, which does not identify the Company or any individual, to improve its services and detection quality. A current list of AI subprocessors is available to the Company on written request.
The Company's own use of AI. The Company will not enter Cloud Guardian's confidential information, credentials, network diagrams, security findings, or configuration detail into a public or consumer AI service. Cloud Guardian is not responsible for the Company's use of AI tooling it did not supply, for data the Company or its personnel disclose to such tooling, or for the accuracy of advice the Company obtains from it. Where the Company operates AI systems of its own within the Supported Environment, securing and governing them is a separately scoped service.
Opting out. Where a specific AI feature can be disabled without materially reducing protection, Cloud Guardian will do so on written request. Where it cannot, Cloud Guardian will say so and identify what the Company would be giving up. Some vendor platforms cannot be operated with their AI components disabled.
Governance. Cloud Guardian aligns its own AI practices with ISO/IEC 42001, the international standard for an AI management system, and offers implementation of that standard as a service. Nothing in this section is a representation that Cloud Guardian or the Company holds a certification unless a certificate says so.
10. Company Data and privacy
Company Data belongs to the Company. Cloud Guardian processes it only to deliver the Services, to meet a legal obligation, or as the Company directs in writing. Cloud Guardian maintains administrative, technical, and physical safeguards appropriate to the nature of the data, restricts access to personnel who need it, and requires its subprocessors to do the same.
Where Cloud Guardian processes personal data on the Company's behalf, it does so as a processor or service provider, and the parties will execute a data processing addendum where one is required by the New Jersey Data Privacy Act, HIPAA, the GLBA, or any other law that applies to the Company. The Company is responsible for the lawfulness of the data it places in the Supported Environment and for its own notice and consent obligations to individuals.
Cloud Guardian will notify the Company without undue delay, and in any event within seventy two hours, of confirmed unauthorised access to Company Data in systems under Cloud Guardian's control, and will cooperate reasonably with the Company's investigation and its own notification obligations.
11. Confidential information
Each party will protect the other's confidential information, use it only to perform this Agreement, safeguard it with at least reasonable care, and return or destroy it on request. This does not apply to information that is independently developed, publicly available through no breach, lawfully received from a third party, or required to be disclosed by law, provided the disclosing party is given notice where notice is lawful. These obligations survive for three years after termination, and indefinitely for trade secrets and for personal data.
12. Non solicitation
During this Agreement and for twelve months after it ends, the Company will not directly or indirectly solicit for employment or engagement any Cloud Guardian employee or contractor who performed Services for the Company. This does not restrict general advertising not targeted at those individuals, or the hiring of someone who responds to it. If the Company hires such a person, it will pay Cloud Guardian a placement fee equal to thirty percent of that person's first year total compensation, which the parties agree is a reasonable estimate of the cost of recruiting and training a replacement and is not a penalty.
The Company will also not solicit any Cloud Guardian client to whom it was introduced through this relationship, for the purpose of providing services that compete with the Services.
13. Limitations on responsibility
Cloud Guardian is not responsible for conditions that existed before onboarding and were not remediated under an accepted Exhibit; for issues created by changes made without Cloud Guardian's involvement; for issues arising where the Company did not follow a documented recommendation; for failures of third party hardware, software, or carriers; or for the acts of the Company's other vendors. Hardware warranties are those of the manufacturer alone, and Cloud Guardian passes them through without adding to them.
No security service prevents every incident. Cloud Guardian does not guarantee that the Supported Environment will be free of breaches, outages, or emerging threats, and does not act as an insurer of the Company's business. The Company is responsible for maintaining its own cyber liability insurance at a level appropriate to its risk.
14. Warranty
Cloud Guardian warrants that it will perform the Services in a professional and workmanlike manner, consistent with the standards of the managed services industry, using personnel with the skill the work requires. The Company's exclusive remedy for a breach of this warranty is re performance of the affected Services at no charge, provided the Company reports the breach within thirty days. Except as stated here, the Services are provided without warranties of any kind, express or implied, including merchantability and fitness for a particular purpose, to the fullest extent New Jersey law allows.
15. Limitation of liability
Neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility.
Each party's total aggregate liability arising out of this Agreement is limited to the fees paid by the Company to Cloud Guardian in the twelve months immediately preceding the event giving rise to the claim. This cap does not apply to the Company's obligation to pay fees, to either party's indemnification obligations, to a breach of confidentiality, or to gross negligence, wilful misconduct, or fraud.
The parties agree that this allocation of risk is a material part of the bargain, that the fees reflect it, and that the fees would be materially higher without it.
16. Indemnification
Cloud Guardian will defend and indemnify the Company against third party claims that the Services as delivered infringe a United States patent, copyright, or trade secret, and against claims arising from Cloud Guardian's gross negligence or wilful misconduct.
The Company will defend and indemnify Cloud Guardian against third party claims arising from Company Data, from the Company's use of the Supported Environment in breach of law or of this Agreement, from the Company's failure to act on a documented recommendation, and from software or hardware the Company directed Cloud Guardian to install or retain against advice.
The indemnified party will give prompt notice, allow the indemnifying party to control the defence, and cooperate at the indemnifying party's expense. No settlement that admits liability or imposes an obligation on the indemnified party may be made without its consent.
17. Insurance
Cloud Guardian maintains commercial general liability, professional liability including technology errors and omissions, and cyber liability coverage at commercially reasonable limits, and will provide a certificate of insurance on written request.
18. Force majeure
Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disaster, severe weather, fire, war, civil unrest, labour action, epidemic, government action, carrier or utility failure, widespread internet disruption, or a large scale attack on infrastructure neither party controls. Payment obligations are not excused. The affected party will notify the other promptly and resume as soon as it reasonably can.
19. Authority
Company personnel cannot bind Cloud Guardian without its written approval. The Company's authorised agents may bind the Company through quotes, emails, or formal requests. Each individual signing warrants that they have full authority to bind their party.
20. Changes to this Agreement
Cloud Guardian may update these terms where required by pricing, licensing, vendor rules, regulation, or a change in the Services. Cloud Guardian will give written notice of an update, which takes effect unless the Company objects in writing within fifteen days of notice. Where the Company objects to a change that Cloud Guardian is required to make by a vendor or by law, either party may end the affected Services on thirty days notice without penalty.
21. Publicity
Cloud Guardian may identify the Company as a client by name and logo on its website and in proposals. The Company may withdraw that permission in writing at any time, and Cloud Guardian will remove the reference within thirty days. Neither party will publish a case study, quote, or metric about the other without prior written approval.
22. Notices
Written notices are valid when delivered by courier or in person, on electronic confirmation of receipt, or seventy two hours after dispatch by certified mail to the addresses in the Exhibit. Notices of termination, breach, and indemnification must also be sent by certified mail.
23. Governing law and disputes
New Jersey law governs this Agreement, without regard to its conflict of laws rules. Before filing suit, the parties will escalate the dispute to a senior representative of each and confer in good faith for fifteen business days, except where injunctive relief is sought. Any suit will be brought in the state or federal courts serving Middlesex County, New Jersey. The prevailing party in any action to enforce this Agreement may recover its reasonable legal costs.
Amounts payable on termination represent a reasonable estimate of Cloud Guardian's loss, agreed at a time when actual loss would be difficult to determine, and are liquidated damages rather than a penalty.
24. General
Neither party may assign this Agreement without the other's consent, which will not be unreasonably withheld, except that either may assign it in connection with a merger, acquisition, or sale of substantially all assets. Nothing here creates a partnership, joint venture, or employment relationship. If any provision is held unenforceable, it is narrowed to the minimum extent needed to make it enforceable and the rest of the Agreement stands. A failure to enforce a provision is not a waiver. Sections concerning fees, confidentiality, data, non solicitation, limitations, warranty disclaimers, liability, indemnification, and governing law survive termination. This Agreement may be signed electronically and in counterparts, each of which is an original.
25. Legal review
Each party acknowledges that it has had the opportunity to seek independent legal advice before accepting this Agreement, and that it is not relying on any statement not written in it.
26. Entire agreement
This Agreement and its Exhibits replace all prior discussions, proposals, and understandings on their subject matter. Purchase order terms, click through terms, and other pre printed terms issued by the Company have no effect.
Cloud Guardian LLC · 643 Georges Rd, North Brunswick Township, NJ 08902 · (732) 743-5472
Version 4.0. Effective August 5, 2026. Supersedes version 3.2.4-3
and all earlier versions.