Terms of Service

Cloud Guardian LLC
Support Services Agreement
Version 3.2.4-3

This Agreement governs all technical services delivered by Cloud Guardian LLC of Fords NJ 08863 to the Client named in any linked or attached Exhibit. Acceptance of a quote, Exhibit, or service request binds the Parties under the terms below.

1. 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, pricing, and operational terms for the Company.
2. Compensation. The Company will pay the fees stated in the Exhibits. Quantities and pricing may be updated if vendor pricing changes, if the Company modifies its environment, or if reconciliations reveal differences in actual usage. Reductions in service may remove volume based discounts.
3. Term and Exit Requirements. Service begins on the date noted in the Exhibit. Agreements without a stated term require 180 days written notice to end services. No reduction in service levels or fees is permitted during the notice period. If the Company previously reduced services within the last 6 months, billing during the notice period will revert to the highest quantities and rates billed in that period. If a fixed term is listed, early termination is not allowed and the Agreement renews month to month afterward. Upon termination by the Company, all balances become immediately due and Cloud Guardian may invoice remaining contracted services in full.
4. Authority. Company personnel cannot bind Cloud Guardian without written approval. Company agents may bind the Company through quotes, emails, or formal requests.
5. Confidential Information. Both Parties will protect any sensitive business information shared during the relationship. Confidential data cannot be used beyond fulfilling obligations under this Agreement. Each Party will safeguard such information with reasonable care and return or delete it upon request. Exceptions apply where information is independently developed, publicly available, lawfully received from others, or legally required to be disclosed.
6. Non-Solicitation. For the duration of this Agreement and three years after its end, the Company will not recruit or hire Cloud Guardian employees, contractors, or known customers.
7. Service Limitations. Cloud Guardian is not responsible for issues that existed before onboarding, issues created by actions taken without Cloud Guardian involvement, or issues that arise when Company did not follow documented recommendations. No guarantee is made against emerging threats, breaches, or outages. Hardware warranties are solely those of the manufacturer.
8. Changes to Agreement. Cloud Guardian may update terms when required for pricing, licensing, vendor rules, or service changes. Updates take effect unless the Company objects in writing within fifteen days.
9. Entire Agreement. This Agreement and its Exhibits replace all prior discussions. If a later accepted quote conflicts with this Agreement, the quote takes precedence.
   Notices. Written notices are valid when delivered by courier, personal delivery, electronic confirmation, or seventy two hours after certified mail.
10. Governing Law. New Jersey law governs this Agreement. Any reasonable legal costs incurred by Cloud Guardian in enforcing this Agreement may be recovered from the Company. Payments due upon termination constitute agreed liquidated damages.
11. Support Rules.
    The Company must submit support requests by phone, email, or the Cloud Guardian portal.
    Onsite work has a two hour minimum. Travel beyond 50 miles may be billable.
    Severe issues outside business hours may be billed at premium rates.
    Remote work is billed in fifteen minute increments unless otherwise agreed.
    The Company must ensure access to systems and facilities.
12. The Company must notify Cloud Guardian when devices or users are removed. Billing continues until written notice is received.
    
    SLA response expectations may be suspended on holidays, weather events, or declared emergencies. Onsite response for critical issues within 50 miles will occur the next business day when conditions permit.

Cloud Guardian may use specialized project resources when issues exceed the scope of routine support.

Monitoring and security software may be installed on Company systems. Software types and pricing may change if required by Cloud Guardian or by vendors.

13. Late Fees. Any invoice not paid when due may incur interest at an annual rate of eighteen percent and a fifty dollar weekly administrative fee per invoice.
Payment Requirements.

14. Recurring fees are billed monthly and due by the stated date.
Hardware must be prepaid before ordering.
Licensing charges and recurring project related services must be paid when provisioned.

15. Legal Review. Each Party acknowledges the opportunity to seek legal counsel before acceptance.

16. Authority to Sign. Any individual signing for a Party warrants full authority to bind that Party.