LAYERED IT SUBSCRIPTION END USER LICENSE AGREEMENT

This Layered IT Subscription End User License Agreement (“Agreement”) is between Layered ECM dba Layered IT (“Layered IT”) and the person, company, organization, legal entity, or other party that purchases, orders, accepts, accesses, pays for, or uses the Services (“Licensee” or “Customer”).

This Agreement is effective as of the date Licensee first accepts, purchases, orders, pays for, accesses, or uses any Services, or as otherwise stated in an applicable Layered IT-issued quote, invoice, order form, statement of work, billing statement, service description, proposal, or other ordering document (“Effective Date”).

By purchasing, ordering, paying for, accepting, accessing, or using any Services, Licensee confirms that: (i) Licensee is placing an order for the applicable Services; (ii) Licensee has read, understands, and agrees to be bound by this Agreement; and (iii) any terms or conditions contained in Licensee’s purchase order, procurement document, vendor onboarding document, payment portal, invoice instruction, statement of work, or similar document not issued by Layered IT shall not apply and shall have no force or effect unless expressly agreed to in a separate written agreement signed by an authorized representative of Layered IT.

This Agreement applies to all software licensed from Layered IT, including any pre-release or beta versions of software (“Software”); all support services; managed IT services; cybersecurity services; Microsoft 365, cloud, backup, monitoring, endpoint, email security, remote access, identity management, and related subscription services; professional services; project services; consulting services; any hardware sold, leased, configured, or loaned to Licensee by Layered IT (“Hardware”); any demonstration or trial versions of Software or Hardware; and all related documentation, quotes, invoices, statements of work, order forms, billing statements, service descriptions, and other Layered IT-issued ordering documents, collectively referred to as the “Services.”

1. Order of Precedence; Rejection of Customer Terms; Invoice Acceptance

If Licensee is bound to more than one agreement, quote, invoice, order form, statement of work, billing statement, service description, or ordering document with Layered IT with respect to the Services, and if those terms vary, then the order of precedence shall be as follows:

A written agreement executed by both Layered IT and Licensee that expressly supersedes all other agreements;
The applicable Layered IT-issued quote, invoice, order form, statement of work, billing statement, service description, or other ordering document; provided that such a document modifies the legal terms of this Agreement (as opposed to the Services, pricing, quantities, service periods, rates, discounts, and payment terms it states) only if it is issued or signed by an authorized representative of Layered IT and expressly states that it amends this Agreement;
This Agreement; and
Any other electronic agreement provided with the Software, Hardware, or Services.

No terms or conditions submitted by Licensee shall modify, supersede, supplement, or replace this Agreement or any Layered IT-issued quote, invoice, order form, statement of work, billing statement, service description, or other ordering document unless expressly accepted in writing by an authorized representative of Layered IT.

Any purchase order, procurement form, vendor onboarding form, payment portal term, invoice instruction, or similar customer-issued document shall be used for administrative convenience only and shall not modify this Agreement or impose additional obligations on Layered IT.

Payment of any Layered IT invoice, continued use of Services, approval of work, acceptance of deliverables, email approval, ticket approval, message approval, use of Services, or failure to timely dispute an invoice confirms Licensee’s acceptance of the applicable Services, Fees, billing terms, and this Agreement.

2. Definitions

“Authorized Representative” means an owner, officer, executive, manager, authorized contact, administrator, or other person who has actual or apparent authority to request, approve, modify, cancel, renew, pay for, or otherwise manage Services on behalf of Licensee.

“Confidential Information” means information that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information or circumstances of disclosure. Confidential Information includes pricing, rates, discounts, proposals, quotes, project documentation, technical documentation, security information, credentials, non-public business information, and proprietary information of either party.

“Customer Data” means data, files, records, communications, credentials, configurations, systems information, business information, and other materials provided by or on behalf of Licensee, or accessed by Layered IT in connection with the Services.

“Documentation” means documentation, instructions, specifications, diagrams, work notes, user guides, technical information, quotes, invoices, statements of work, order forms, billing statements, service descriptions, and related materials provided by Layered IT.

“Fees” means all amounts charged for Services, including subscription fees, license fees, managed service fees, support fees, project fees, professional service fees, hardware fees, pass-through vendor costs, third-party software costs, cloud fees, backup fees, cybersecurity fees, monitoring fees, procurement fees, setup fees, offboarding fees, transition fees, and other charges listed in an applicable quote, invoice, order form, statement of work, billing statement, service description, or other Layered IT-issued ordering document.

“Order Form” means any Layered IT-issued quote, invoice, order form, statement of work, billing statement, online order, written approval, email approval, service description, proposal, change order, or other ordering document describing Services, pricing, quantities, service periods, rates, discounts, or payment terms.

“Professional Services” means consulting, implementation, configuration, troubleshooting, development, engineering, project management, documentation, training, technical support, after-hours support, emergency support, software development, custom coding, custom applications, custom app development, workflow automation, data conversion, data extraction, data import/export, platform implementation, data cleanup, vendor coordination, migration support, offboarding support, successor-provider support, or other labor-based services performed by Layered IT.

“Third-Party Materials” means software, hardware, cloud services, vendor subscriptions, platforms, systems, tools, APIs, firmware, licenses, or services provided by third parties and resold, configured, managed, supported, or otherwise used by Layered IT in connection with the Services.

“User” means any employee, contractor, consultant, agent, customer, or other individual authorized by Licensee to access or use the Services.

3. Services; License Grant

Subject to this Agreement, payment of all applicable Fees, and any restrictions in the applicable Order Form, Layered IT grants Licensee a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to access and use the applicable Software or Services during the applicable service term solely for Licensee’s internal business purposes.

Licensee may not exceed the number of users, devices, mailboxes, endpoints, licenses, storage limits, service quantities, backup quantities, cloud resources, usage metrics, or other limits listed in the applicable Order Form, invoice, quote, billing statement, service description, or other Layered IT-issued ordering document.

Unless expressly authorized by Layered IT, Licensee may not use the Services for resale, sublicensing, service bureau use, timesharing, managed service resale, or use by third parties.

4. Restrictions

Licensee shall not, and shall not allow any User or third party to:

Copy, modify, reverse engineer, decompile, disassemble, or attempt to discover source code or underlying technology of any Software;
Remove or obscure proprietary notices;
Sell, resell, sublicense, lease, lend, assign, distribute, or transfer the Services;
Use the Services in violation of applicable law;
Circumvent licensing, access controls, usage tracking, security controls, or technical limitations;
Use the Services to transmit malware, unlawful content, infringing content, or harmful code;
Interfere with or disrupt Layered IT systems, vendor systems, or third-party systems;
Disable, bypass, alter, or interfere with monitoring, security, backup, logging, access control, or management systems implemented or managed by Layered IT;
Use the Services outside the scope authorized by the applicable Order Form, quote, invoice, statement of work, billing statement, service description, or other Layered IT-issued ordering document.

5. Customer Responsibilities; Cooperation; Authorized Contacts

Licensee is responsible for:

The accuracy, legality, integrity, and quality of Customer Data;
Obtaining all rights and consents necessary for Layered IT to access, process, transmit, support, or manage Customer Data and systems;
Maintaining appropriate backups unless backup services are expressly purchased from Layered IT;
Maintaining appropriate internal security policies, acceptable use policies, access controls, user training, and administrative controls;
Ensuring Users comply with this Agreement;
Promptly notifying Layered IT of unauthorized access, suspected compromise, billing errors, system changes, or service-impacting issues;
Providing timely access, credentials, approvals, information, vendor contacts, facilities access, remote access, documentation, and cooperation necessary for Layered IT to perform the Services;
Reviewing invoices, quotes, reports, work summaries, recommendations, and service notices in a timely manner;
Identifying Authorized Representatives permitted to request Services, approve work, approve purchases, approve access changes, approve security changes, approve billing, submit disputes, request cancellation, provide non-renewal notice, request offboarding, and authorize transfer of administrative access.

Except for Sensitive Requests (defined below), Layered IT may rely on instructions, approvals, requests, emails, tickets, messages, purchase approvals, renewal approvals, or other communications from Licensee’s owners, officers, executives, managers, authorized contacts, employees, contractors, agents, successor providers, or personnel who reasonably appear to have authority.

Licensee is responsible for charges, work, purchases, access changes, security changes, and Services requested or approved by its Authorized Representatives, employees, contractors, agents, successor providers, or personnel who reasonably appear to have authority.

“Sensitive Requests” means requests to (i) transfer, share, or change administrative credentials or privileged access; (ii) change payment, banking, or remittance instructions; (iii) cancel, terminate, or not renew Services; (iv) add or remove Authorized Representatives; or (v) disable or materially change security controls, backup configurations, or monitoring. Sensitive Requests are effective only when made or confirmed in writing by a verified Authorized Representative and, for transfers of administrative access, processed in accordance with Section 28 (Administrative Access; Security Controls; Offboarding; Successor Provider Transition). Layered IT may refuse or delay any Sensitive Request pending verification and shall not be liable for delays or losses caused by verification or by refusal of a request that Layered IT reasonably believes is unauthorized, incomplete, or fraudulent.

Layered IT is not responsible for delays, errors, security issues, failed deliverables, missed deadlines, degraded service, project overruns, increased project hours, or additional costs caused by inaccurate information, lack of access, delayed approvals, undocumented systems, unsupported systems, missing credentials, unavailable personnel, third-party vendor issues, customer-side changes, or failure by Licensee to cooperate.

Any timelines, delivery dates, milestones, estimates, or schedules shall be extended for delays caused by Licensee, third-party vendors, undocumented systems, missing credentials, unavailable personnel, inaccurate information, legacy systems, security restrictions, or other circumstances outside Layered IT’s reasonable control.

Additional time required due to customer-caused delays, missing information, undocumented systems, vendor issues, changed circumstances, or lack of cooperation is billable as Professional Services unless expressly included in a signed fixed-fee statement of work.

6. Customer Data

Licensee retains ownership of Customer Data. Licensee grants Layered IT a non-exclusive, worldwide, royalty-free license to host, access, copy, transmit, view, process, back up, restore, cache, analyze, and use Customer Data as reasonably necessary to provide, secure, support, bill, improve, troubleshoot, maintain, update, or administer the Services.

Layered IT will use commercially reasonable efforts to protect Customer Data within the scope of the Services purchased. However, unless expressly stated in a signed agreement, Layered IT does not guarantee that Customer Data will be immune from loss, corruption, unauthorized access, ransomware, malware, accidental deletion, third-party compromise, vendor outage, system failure, user error, or malicious activity.

Licensee acknowledges that no information technology, cybersecurity, backup, monitoring, cloud, endpoint, identity, or managed service can guarantee absolute protection against every risk.

7. Data Protection; Privacy; Regulated Data

To the extent Layered IT processes personal information subject to the California Consumer Privacy Act, as amended (“CCPA”), or a similar privacy law on behalf of Licensee, Layered IT acts as a service provider or processor. Layered IT will not sell or share such personal information, will not retain, use, or disclose it for any purpose other than providing the Services or as otherwise permitted by applicable law, and will provide reasonable cooperation, at Licensee’s expense, with Licensee’s privacy compliance obligations.

Layered IT will notify Licensee without undue delay after confirming a breach of the security of Customer Data in Layered IT’s possession or control, to the extent required by applicable law. Layered IT’s reasonable cooperation with Licensee’s incident response, notification, forensic, regulatory, or insurance obligations is billable as Professional Services unless the breach was caused by Layered IT’s material breach of this Agreement.

The Services are not designed or intended to process protected health information (PHI), payment cardholder data, export-controlled data, or other specially regulated data. Layered IT is not a business associate of Licensee, and no business associate agreement exists, unless a separate business associate agreement is signed by an authorized representative of Layered IT. Licensee shall not provide such data to Layered IT or store it in the Services without a separate signed agreement covering that data.

Layered IT may create and use de-identified, anonymized, or aggregated data derived from Customer Data or use of the Services for analytics, benchmarking, security, and service improvement, provided such data does not identify Licensee or any individual.

8. Data Export; Data Migration; Format Limitations

Upon written request and subject to payment of applicable Fees, Layered IT may assist Licensee with export, transfer, migration, or retrieval of Customer Data from supported systems within Layered IT’s reasonable control.

Data export, data cleanup, data conversion, data mapping, data transformation, database extraction, report generation, custom export development, API work, migration assistance, backup export, and vendor coordination are billable Professional Services unless expressly included in a signed written agreement.

Layered IT does not guarantee that third-party systems will support export in Licensee’s preferred format, preserve all metadata, maintain all permissions, or support migration to another platform. Layered IT is not responsible for third-party export limitations, API limitations, data corruption, incomplete data, unsupported formats, vendor restrictions, or migration failures outside Layered IT’s reasonable control.

9. Third-Party Services and Vendor Products

The Services may include Third-Party Materials, including but not limited to Microsoft 365, cybersecurity tools, endpoint protection, backup services, remote monitoring tools, cloud services, hosting services, software subscriptions, hardware, licensing, identity tools, remote access tools, and vendor platforms.

Licensee agrees that Third-Party Materials are subject to the applicable third-party provider’s terms, conditions, limitations, service levels, warranty disclaimers, and support policies.

Layered IT is not responsible for third-party vendor outages, price increases, product changes, licensing changes, service discontinuation, API changes, security failures, delays, defects, support refusals, or limitations outside Layered IT’s reasonable control.

Layered IT may, in its reasonable discretion, select, change, replace, substitute, migrate from, migrate to, discontinue, or modify the third-party vendors, platforms, software, cloud providers, backup providers, cybersecurity tools, monitoring tools, licensing providers, hosting providers, hardware vendors, and other Third-Party Materials used to provide the Services, provided that Layered IT uses commercially reasonable efforts to maintain substantially similar core functionality for the applicable Services.

Licensee acknowledges that Layered IT is not required to continue using any specific third-party vendor, platform, product, tool, or provider unless expressly stated in a signed written agreement. Vendor substitutions, platform migrations, licensing changes, backup platform changes, cybersecurity tool changes, monitoring tool changes, cloud provider changes, and related service modifications shall not constitute a breach of this Agreement, provided the applicable Services remain commercially reasonable for their intended purpose.

Layered IT may make such changes due to vendor pricing changes, vendor discontinuation, security concerns, performance concerns, supportability, product availability, licensing changes, business requirements, vendor limitations, compliance requirements, or other reasonable operational considerations. Licensee agrees to provide reasonable cooperation, access, credentials, approvals, and information necessary to complete any vendor transition, migration, reconfiguration, or replacement.

Vendor subscription, software, licensing, hardware, and pass-through service fees may have limited or no margin and may not be discountable unless expressly stated by Layered IT.

10. Third-Party Vendor Cooperation

Layered IT may coordinate with third-party vendors on Licensee’s behalf, but Layered IT does not control third-party vendor response times, pricing, policies, licensing rules, support availability, service levels, product changes, outages, security practices, or technical limitations.

Layered IT is not responsible for delays, defects, outages, price increases, licensing changes, service limitations, support refusals, data loss, downtime, failed migrations, failed integrations, or project impacts caused by third-party vendors.

Time spent coordinating with, waiting for, escalating with, troubleshooting with, communicating with, or managing third-party vendors is billable as Professional Services unless expressly included in a signed written agreement.

11. Support and Managed IT Services

Layered IT will use commercially reasonable efforts to provide support and managed IT services described in the applicable Order Form, invoice, quote, billing statement, service description, or other Layered IT-issued ordering document.

Unless expressly stated otherwise in a signed written agreement, flat-rate support, managed IT services, or recurring support plans do not include unlimited project work, software development, custom coding, custom applications, custom app development, workflow automation, data conversion, data extraction, data import/export, platform implementation, system redesign, major system upgrades, after-hours work, emergency response, cybersecurity incident response, compliance work, litigation support, forensic investigation, hardware replacement, vendor remediation, backup restoration, disaster recovery, offboarding, successor-provider support, or work outside the ordinary scope of support.

Layered IT may modify, suspend, limit, exclude, or discontinue support for unsupported, end-of-life, insecure, misconfigured, undocumented, unlicensed, pirated, damaged, compromised, obsolete, or high-risk systems.

12. Unsupported, Legacy, and High-Risk Systems

Layered IT may limit, suspend, exclude, or condition support for unsupported, end-of-life, insecure, obsolete, misconfigured, undocumented, unlicensed, pirated, damaged, compromised, or high-risk systems, software, hardware, firmware, applications, devices, networks, or configurations.

Support for such systems is provided on a commercially reasonable, best-efforts basis only and may require additional billable time, vendor support, replacement hardware, upgraded software, licensing changes, security remediation, or migration to supported platforms.

Layered IT is not responsible for outages, data loss, security incidents, failed updates, failed migrations, failed backups, failed restores, compatibility issues, vendor refusal to support, or increased costs arising from unsupported, end-of-life, insecure, misconfigured, undocumented, unlicensed, or high-risk systems.

13. Professional Services; Project Work

Professional Services may be billed hourly, fixed fee, milestone-based, recurring, or as otherwise stated in the applicable Order Form, invoice, quote, billing statement, service description, written communication, or other Layered IT-issued ordering document.

Unless expressly stated in a signed fixed-fee statement of work, all project work, consulting, implementation, configuration, troubleshooting, software development, custom coding, custom applications, custom app development, workflow automation, data conversion, data extraction, data import/export, platform implementation, engineering, project management, documentation, training, technical support, after-hours support, emergency support, vendor coordination, offboarding, successor-provider support, and other Professional Services are billable on a time-and-materials basis at Layered IT’s then-current rates.

Any estimate of hours, cost, timing, delivery date, or effort is a good-faith estimate only and is not a fixed fee, cap, guarantee, or not-to-exceed amount unless expressly stated in a signed written agreement by Layered IT.

Professional Services may require additional hours due to undocumented systems, vendor limitations, legacy software, damaged data, missing credentials, incomplete information, third-party delays, customer-side changes, changed scope, unsupported systems, security issues, or technical issues discovered during the work.

Licensee agrees to pay for Professional Services performed at Licensee’s request, with Licensee’s knowledge, in response to Licensee’s issue, in response to an Authorized Representative’s request, or reasonably necessary to complete requested work.

14. Scope Changes; Change Control

Services are limited to the scope stated in the applicable Order Form, invoice, quote, billing statement, service description, statement of work, or other Layered IT-issued ordering document.

Any work outside the stated scope, including additional requests, changed requirements, expanded users, additional devices, additional locations, new integrations, data cleanup, custom development, workflow automation, reporting, documentation, migration assistance, troubleshooting, vendor coordination, rework, remediation of newly discovered issues, or support for a successor provider, is billable as Professional Services unless expressly included in a signed written agreement.

Layered IT may require a written change order, written approval, updated quote, additional deposit, retainer, or revised schedule before performing out-of-scope work. Layered IT’s performance of limited out-of-scope work does not waive its right to charge for such work or require Layered IT to perform additional out-of-scope work without approval.

15. Rates; Minimum Billing; Time Entries

Professional Services, project work, support work, emergency work, after-hours work, travel time, vendor coordination, documentation, meetings, research, troubleshooting, development, testing, deployment, access review, security review, offboarding, data export, migration assistance, and transition assistance are billable at Layered IT’s then-current rates unless expressly stated otherwise in a signed written agreement.

Layered IT may bill in minimum increments, including minimum onsite charges, remote support minimums, after-hours minimums, emergency support minimums, project minimums, and travel minimums, as stated in the applicable quote, invoice, service description, rate schedule, or billing policy.

Time spent communicating with Licensee, reviewing issues, documenting work, coordinating vendors, managing projects, researching solutions, preparing recommendations, creating reports, preparing transition materials, responding to successor providers, reviewing security risks, reviewing system history, or preparing project handoff information is billable unless expressly included in a signed written agreement.

16. Emergency Support; After-Hours Work; Incident Response

Unless expressly included in a signed written agreement, emergency support, after-hours support, weekend support, holiday support, cybersecurity incident response, ransomware response, malware remediation, business email compromise response, forensic investigation, litigation support, insurance support, disaster recovery, data restoration, emergency vendor coordination, and emergency migration work are not included in flat-rate support, managed services, recurring services, or subscription fees.

Such work is billable as Professional Services at Layered IT’s then-current rates, including any applicable emergency, after-hours, weekend, holiday, or priority rates.

Layered IT may require written approval, prepayment, or a retainer before beginning emergency, after-hours, incident response, disaster recovery, or successor-provider support, except where Layered IT determines in its discretion that immediate action is necessary to reduce imminent risk to managed systems.

17. Cybersecurity; Shared Responsibility; No Absolute Protection

Licensee acknowledges that cybersecurity, backup, monitoring, endpoint protection, email security, identity management, firewall management, cloud security, and related Services reduce risk but cannot eliminate all risk.

No security, backup, monitoring, managed IT, cloud, endpoint, email, firewall, or cybersecurity service can guarantee prevention of every unauthorized access event, malware event, ransomware event, phishing attack, business email compromise, credential compromise, data loss, system outage, vendor outage, insider threat, user error, or security incident.

Licensee remains responsible for maintaining appropriate internal policies, user training, cyber insurance, access controls, business continuity plans, incident response plans, acceptable use policies, and security practices. Licensee is responsible for acts and omissions of its owners, officers, employees, contractors, vendors, users, and authorized representatives.

Layered IT is not responsible for security incidents, outages, data loss, unauthorized access, ransomware, malware, business email compromise, wire fraud, social engineering, failed backups, failed restores, or service disruption caused by Licensee’s users, weak or reused passwords, disabled security controls, ignored recommendations, unauthorized changes, third-party vendors, unsupported systems, lack of cyber insurance, or Licensee’s failure to purchase, approve, implement, or maintain recommended security measures.

18. Declined Recommendations; Assumption of Risk

Layered IT may from time to time recommend security controls, backup changes, software updates, hardware replacement, licensing changes, system upgrades, cloud changes, monitoring tools, compliance measures, access controls, or other improvements.

If Licensee declines, delays, ignores, limits, disables, underfunds, or fails to approve a recommendation, Licensee assumes all risk arising from that decision. Layered IT shall not be responsible for outages, data loss, security incidents, ransomware, malware, unauthorized access, failed backups, failed restores, compliance issues, degraded performance, increased remediation costs, or business interruption arising from declined, delayed, underfunded, or unimplemented recommendations.

Layered IT may require written acknowledgment of declined recommendations and may suspend, limit, or exclude support for systems, services, or risks that Layered IT reasonably determines are unsupported, insecure, non-compliant, misconfigured, obsolete, or outside commercially reasonable support standards.

19. Security Incident Response Authority

If Layered IT reasonably believes there is an active or imminent security incident, unauthorized access, ransomware event, malware event, credential compromise, business email compromise, data loss risk, or threat to managed systems, Layered IT may take commercially reasonable protective actions, including disabling accounts, resetting passwords, revoking sessions, blocking access, isolating devices, suspending services, changing firewall rules, disabling integrations, contacting vendors, preserving logs, or taking other containment actions.

Layered IT will use commercially reasonable efforts to notify Licensee of material protective actions, but immediate notice may not be possible during active containment. Licensee authorizes Layered IT to take reasonable emergency actions to reduce risk to managed systems.

Emergency response, containment, remediation, restoration, investigation, documentation, vendor coordination, and post-incident support are billable Professional Services unless expressly included in a signed written agreement.

20. Backup Services; Restore Limitations

Backup services, if purchased, are limited to the backup scope, systems, retention period, storage location, monitoring level, and restore services stated in the applicable Order Form, invoice, quote, billing statement, service description, or other Layered IT-issued ordering document.

Unless expressly stated in a signed written agreement, backup services do not include guaranteed recovery time, guaranteed recovery point, guaranteed successful restoration, continuous backup validation, forensic recovery, disaster recovery planning, full business continuity planning, or regular test restores.

Layered IT is not responsible for failed backups, failed restores, incomplete backups, corrupted data, missing data, ransomware-encrypted data, deleted data, unsupported applications, vendor platform limitations, customer-side changes, excluded systems, unlicensed systems, offline devices, disconnected agents, insufficient storage, expired licenses, disabled services, credential changes, or backup failures caused by circumstances outside Layered IT’s reasonable control.

Test restores, disaster recovery planning, recovery exercises, emergency restores, data reconstruction, forensic recovery, and recovery from ransomware, malware, deletion, corruption, or system failure are billable Professional Services unless expressly included in a signed written agreement.

21. Insurance; Cyber Insurance

Licensee is responsible for maintaining insurance appropriate for its business, systems, data, industry, and risk profile, including cyber liability insurance, crime/social engineering coverage, business interruption coverage, general liability coverage, and any legally or contractually required insurance.

Layered IT’s provision of cybersecurity, backup, monitoring, managed IT, cloud, or support services does not replace Licensee’s obligation to maintain appropriate insurance.

Layered IT is not responsible for denied insurance claims, insufficient insurance limits, policy exclusions, failure to maintain coverage, failure to satisfy insurer requirements, or Licensee’s failure to purchase recommended insurance or security controls.

22. Procurement; Hardware; Software; Vendor Commitments

Hardware, software, licenses, subscriptions, cloud services, backup services, cybersecurity services, vendor services, special orders, renewals, and pass-through items purchased, ordered, renewed, provisioned, reserved, or committed to on behalf of Licensee are non-cancelable and non-refundable unless the applicable vendor permits cancellation or refund and Layered IT receives the corresponding refund or credit.

Licensee is responsible for all vendor charges, shipping, taxes, licensing fees, restocking fees, cancellation fees, early termination fees, renewal fees, subscription commitments, and pass-through costs incurred on Licensee’s behalf.

Layered IT may require prepayment before ordering hardware, software, licenses, subscriptions, cloud services, backup services, cybersecurity services, or other vendor products.

Unless otherwise stated in the applicable Order Form: (i) risk of loss or damage to Hardware passes to Licensee upon delivery to Licensee’s premises or designated location; (ii) title to purchased Hardware passes to Licensee upon Layered IT’s receipt of payment in full for that Hardware; and (iii) until payment in full, Licensee grants Layered IT a purchase-money security interest in the Hardware and authorizes Layered IT to file any financing statement reasonably necessary to perfect that interest.

Hardware carries only the applicable manufacturer’s warranty, which Layered IT passes through to Licensee to the extent permitted. Layered IT provides no separate Hardware warranty. Returns require a vendor-issued RMA and vendor acceptance, and are subject to restocking and shipping charges.

Loaned, rental, spare, and evaluation equipment remains Layered IT’s property. Licensee shall return such equipment in good condition (normal wear excepted) within fifteen (15) days after Layered IT’s request or termination of the applicable Services, and shall pay Layered IT’s then-current list price for equipment not timely returned or returned damaged.

23. Fees and Payment

Licensee shall pay all Fees in accordance with the applicable quote, invoice, order form, statement of work, billing statement, service description, or other Layered IT-issued ordering document.

Except as otherwise expressly stated by Layered IT:

Fees are based on Services purchased, not actual usage;
Payment obligations are non-cancelable and non-refundable;
Quantities purchased may not be decreased during the applicable subscription term;
Subscription, license, security, backup, cloud, vendor, monitoring, cybersecurity, and pass-through service fees are billable for the full applicable service period;
Project and Professional Services are billable based on time incurred and work performed;
Discounts must be expressly stated by Layered IT and may be conditioned on timely payment, annual prepayment, bundled services, minimum terms, or other requirements.

Payments more than thirty (30) days overdue may bear a late payment charge of 2.0% per month, or the maximum rate permitted by law, whichever is lower.

Licensee is responsible for all taxes, fees, duties, shipping, licensing, vendor charges, payment processing charges, and incidental expenses related to the Services, excluding taxes based solely on Layered IT’s income.

24. Deposits; Retainers; Credit Hold

Layered IT may require deposits, retainers, prepayment, payment method on file, credit approval, or payment of past-due amounts before beginning or continuing Services, Professional Services, project work, emergency work, procurement, hardware orders, software orders, licensing orders, vendor coordination, transition services, or successor-provider support.

If Licensee’s account becomes past due, Layered IT may place the account on credit hold, suspend non-essential Services, suspend project work, suspend procurement, require prepayment, require payment of undisputed past-due amounts, or require a retainer before performing additional work.

Layered IT is not responsible for delays, missed deadlines, vendor cancellations, license interruptions, service interruptions, loss of discounts, or project impacts caused by non-payment, credit hold, delayed deposits, delayed retainers, failed payments, or Licensee’s failure to maintain payment information.

25. Invoice Review; Billing Disputes; No Setoff

Licensee must notify Layered IT in writing of any billing dispute, invoice error, or objection within thirty (30) days after receipt of the applicable invoice.

If Licensee does not provide written notice within that period, the invoice shall be deemed accepted, and Licensee waives any claim, allegation, dispute, offset, or objection related to that invoice, except to the extent prohibited by law.

Payment of an invoice, continued use of Services, approval of work, acceptance of deliverables, or failure to timely dispute an invoice confirms Licensee’s acceptance of the applicable Services, Fees, billing terms, and this Agreement.

Licensee may not withhold payment for undisputed amounts. Any billing dispute must identify the specific invoice, specific line item, disputed amount, and basis for the dispute.

Licensee may not withhold, offset, delay, reduce, or condition payment of undisputed amounts based on unrelated disputes, alleged service issues, pending credits, claims against Layered IT, disputes with vendors, transition requests, cancellation requests, or successor-provider issues.

All undisputed amounts remain due and payable according to the applicable invoice, quote, order form, billing statement, service description, or other Layered IT-issued ordering document.

26. Subscription Term; Renewal

The term for each subscription, license, managed service, vendor service, recurring service, or other ongoing Service shall be stated in the applicable Order Form, invoice, quote, billing statement, service description, or other Layered IT-issued ordering document.

If no termination date or service term is stated in the applicable Order Form, invoice, quote, billing statement, service description, or other Layered IT-issued ordering document, the initial term shall be deemed to be three (3) years beginning on the Effective Date or, if later, the first day of the service period covered by the first paid annual subscription invoice for the applicable recurring Services (the “Term Commencement Date”).

Unless otherwise stated in the applicable Order Form, invoice, quote, billing statement, service description, or other Layered IT-issued ordering document, recurring Services shall automatically renew after the initial term for successive one-year renewal terms.

The renewal term shall begin on the day following the expiration of the then-current term, with each renewal term running to the next anniversary of the Term Commencement Date or of the term start date stated in the applicable Order Form.

Only the annual subscription invoice for the applicable recurring Services relates to that subscription term. Invoices for Professional Services, project work, gap or partial-period billing, prorated charges, true-ups, quantity increases, Hardware, pass-through costs, or other one-time or non-recurring charges do not commence, extend, restart, or re-anchor any subscription term. Payment of an annual subscription invoice confirms the then-current term and pricing; it does not restart the initial term or alter renewal anniversaries.

Either party may elect not to renew by providing written notice of non-renewal at least ninety (90) days before the end of the then-current term.

Notice of non-renewal or cancellation given less than ninety (90) days before the end of the then-current term shall be ineffective for that term and shall apply to the next available renewal term unless Layered IT expressly agrees otherwise in writing.

Layered IT may adjust pricing for renewal terms due to vendor cost increases, labor rate changes, service scope changes, inflation, increased usage, licensing changes, or other reasonable business factors. Continued use of Services, payment of the applicable renewal subscription invoice, or failure to timely object to renewal pricing confirms acceptance of the applicable renewal term, pricing, and billing terms.

27. Subscription Commitments; Early Termination

Subscription, license, managed service, cybersecurity, backup, cloud, monitoring, vendor, and recurring service commitments are purchased for the full applicable service term stated in the applicable Order Form, invoice, quote, billing statement, service description, or other Layered IT-issued ordering document.

Unless expressly stated otherwise by Layered IT in writing, early termination, replacement of Layered IT, migration to another provider, non-use of Services, removal of Layered IT access, cancellation request, transfer of administrative access, or transition to a successor provider does not relieve Licensee of payment obligations for the full committed service term, including annual, multi-year, vendor, license, backup, cloud, security, monitoring, hardware, and pass-through commitments.

28. Administrative Access; Security Controls; Offboarding; Successor Provider Transition

Layered IT may maintain, manage, restrict, rotate, escrow, monitor, or control administrative credentials, privileged accounts, service accounts, recovery accounts, backup accounts, security portals, management consoles, vendor portals, and related access credentials during the service term as reasonably necessary to provide the Services, maintain security, reduce ransomware risk, prevent unauthorized changes, preserve configuration integrity, maintain recoverability, and protect Customer systems and data.

Licensee acknowledges that unrestricted distribution, sharing, changing, disabling, bypassing, or transfer of administrative credentials may increase cybersecurity, ransomware, data loss, compliance, operational, licensing, and support risks. Licensee agrees that administrative credentials, privileged access, vendor portal access, backup administration access, cloud administration access, firewall administration access, domain administration access, Microsoft 365 administration access, and similar privileged access shall not be shared, changed, disabled, bypassed, removed, or transferred except through Layered IT’s approved security and offboarding process.

If Licensee requests transfer of administrative access, replacement of Layered IT as administrator, onboarding of a successor IT provider, removal of Layered IT access, termination of managed access, or transition of any managed system, Licensee must provide written notice from an Authorized Representative. The request must reasonably identify the systems, accounts, vendors, portals, services, data, and administrative access to be transferred, and must identify the authorized recipient or successor provider.

Any request for administrative access transfer, successor-provider access, offboarding assistance, removal of Layered IT administrative access, vendor transition, backup transition, cloud transition, tenant transfer, domain transfer, firewall transfer, or similar transition activity is an operational transition request only and does not constitute cancellation, termination, non-renewal, or release from any payment obligation unless the request also expressly states that Licensee is providing notice of cancellation or non-renewal and such notice complies with the cancellation, termination, and non-renewal requirements of this Agreement and the applicable Order Form.

Layered IT will use commercially reasonable efforts to complete the requested access transition after verifying authorization, confirming the recipient’s identity and authority, identifying the affected systems and accounts, documenting the requested scope, and completing commercially reasonable security controls. Layered IT may refuse, delay, or limit access transfer where Layered IT reasonably believes the request is unauthorized, incomplete, insecure, fraudulent, likely to cause service disruption, likely to compromise security, or likely to expose Layered IT, Licensee, vendors, users, or third parties to unreasonable risk.

Offboarding, transition assistance, documentation preparation, credential transfer, credential rotation, vendor coordination, tenant administration transfer, backup administration transfer, firewall administration transfer, domain administration transfer, cloud administration transfer, Microsoft 365 administration transfer, data export assistance, backup export assistance, project handoff, access review, security hardening, successor-provider support, and post-transition support are billable Professional Services unless expressly included in a signed written agreement.

Layered IT may require prepayment, a transition retainer, payment of undisputed past-due invoices, or written approval of billable transition hours before performing non-emergency offboarding work, transition labor, documentation work, vendor coordination, data export assistance, backup export assistance, migration support, project handoff, or support for a successor provider. Layered IT is not required to perform unpaid labor, unpaid project work, unpaid documentation work, unpaid migration work, unpaid vendor coordination, unpaid emergency support, unpaid successor-provider support, or unpaid offboarding services after termination, during a payment default, or while undisputed invoices remain past due.

Notwithstanding anything to the contrary in this Section, following a verified written request from an Authorized Representative and completion of Layered IT’s verification process, Layered IT will not withhold (i) transfer or enablement of at least one Licensee-controlled global administrator or equivalent break-glass credential for Licensee-owned tenants and systems, or (ii) transfer of administrative control of Licensee-owned tenants, domain registrations, and licenses procured for Licensee’s benefit, on account of amounts in bona fide dispute or amounts unrelated to the reasonable cost of performing that transfer. Customer-specific tenants, domain registrations, and licenses procured by Layered IT for Licensee are held for Licensee’s benefit. All other transition, offboarding, documentation, export, and successor-provider assistance remains billable and subject to the payment conditions of this Section, and nothing in this paragraph waives or reduces any amounts owed by Licensee.

Licensee remains responsible for all Fees incurred before, during, and after the transition request, including managed service fees, subscription fees, license fees, vendor fees, backup fees, cloud fees, cybersecurity fees, monitoring fees, hardware fees, pass-through costs, Professional Services, project hours, support hours, offboarding hours, transition hours, and any other amounts due under the applicable quote, invoice, order form, statement of work, billing statement, service description, or other Layered IT-issued ordering document.

Nothing in this section requires Layered IT to disclose Layered IT proprietary tools, internal systems, internal documentation, reusable scripts, automation, security methods, vendor partner credentials, master accounts, multi-customer systems, source code, templates, processes, methodologies, or credentials not owned by Licensee.

Upon completion of the access transition, removal of Layered IT access, or onboarding of a successor provider, Licensee assumes responsibility for the affected systems, accounts, configurations, data, vendors, licenses, backups, restores, security tools, monitoring tools, access controls, and administrative changes. Layered IT is not responsible for downtime, data loss, security incidents, unauthorized access, ransomware, malware, configuration changes, vendor issues, licensing issues, failed backups, failed restores, service interruption, system instability, compliance issues, or business interruption caused by Licensee, a successor provider, unauthorized credential changes, removal of Layered IT access, non-payment, failure to follow transition procedures, failure to purchase transition assistance, or changes made outside Layered IT’s control.

Layered IT may provide emergency access or emergency transition assistance when reasonably necessary to prevent immediate business disruption, security risk, or data loss, but such assistance remains billable unless expressly waived in writing by Layered IT. Provision of emergency access or emergency assistance does not waive Layered IT’s right to collect unpaid invoices, committed subscription balances, transition fees, Professional Services fees, or other amounts owed.

29. Suspension; Termination

Layered IT may suspend or terminate Services if Licensee:

Fails to pay amounts when due;
Breaches this Agreement;
Exceeds licensed usage;
Uses the Services unlawfully or outside the authorized scope;
Creates risk to Layered IT, its vendors, its systems, other customers, or third parties;
Fails to provide required access, information, cooperation, or approvals;
Becomes insolvent, ceases operations, or indicates inability or unwillingness to pay;
Disables, removes, bypasses, or interferes with Layered IT access, security tools, monitoring tools, backup tools, or management systems;
Refuses to approve reasonably necessary security, licensing, vendor, or system changes;
Fails to maintain required payment information, deposits, retainers, or prepayment.

Layered IT may also terminate this Agreement or any Service for convenience upon sixty (60) days’ written notice to Licensee. In that event, Layered IT will refund any prepaid but unused recurring service Fees for the terminated Services covering the period after the effective date of termination, except non-refundable third-party, licensing, vendor, and pass-through commitments, which remain payable by Licensee.

Upon termination, Licensee shall immediately stop using the applicable Services and pay all outstanding amounts due.

Termination does not relieve Licensee of payment obligations incurred before termination, including subscription commitments, vendor commitments, project hours, professional services, hardware charges, transition fees, offboarding fees, and pass-through costs.

30. Confidentiality

Each party shall protect the other party’s Confidential Information using reasonable care and shall not use or disclose Confidential Information except as necessary to perform under this Agreement, comply with law, enforce rights, obtain professional advice, or as otherwise permitted in writing.

The terms of this Agreement, pricing, discounts, quotes, invoices, technical documentation, system architecture, credentials, work product, and project materials constitute Confidential Information.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known to the receiving party without restriction before disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of the disclosing party’s Confidential Information. If a party is compelled by law, regulation, or legal process to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt notice to the other party and reasonable cooperation, at the other party’s expense, with efforts to limit or protect the disclosure.

Layered IT may identify Licensee as a customer unless Licensee provides written notice requesting otherwise.

31. Proprietary Rights; Work Product; Layered IT Tools

Layered IT and its licensors retain all rights, title, and interest in and to Layered IT tools, scripts, templates, automation, processes, documentation, know-how, methodologies, software, configurations, troubleshooting procedures, technical designs, internal systems, and other proprietary materials.

No Professional Services, project work, support work, managed service, configuration, documentation, script, automation, report, dashboard, application, workflow, or deliverable shall transfer ownership of Layered IT’s pre-existing intellectual property, reusable materials, know-how, methodologies, or internal systems unless expressly stated in a signed written agreement.

Upon full payment, Licensee receives a limited, non-exclusive, non-transferable right to use deliverables created specifically for Licensee for Licensee’s internal business purposes. Licensee may not resell, sublicense, publish, commercialize, reverse engineer, or provide Layered IT deliverables, tools, scripts, automations, templates, dashboards, or documentation to third parties except as necessary for Licensee’s internal business operations.

32. Non-Solicitation of Personnel

During the term of this Agreement and for twelve (12) months after its termination or expiration, Licensee shall not, without Layered IT’s prior written consent, solicit for employment or engagement, or hire or engage (directly or through a staffing firm or successor provider), any Layered IT employee or contractor who performed Services for Licensee during the preceding twelve (12) months. If Licensee hires or engages such a person, Licensee shall pay Layered IT a placement fee equal to fifty percent (50%) of the person’s first-year annualized compensation, due within thirty (30) days of hire or engagement, as a reasonable estimate of Layered IT’s recruiting, training, and replacement costs and not as a penalty. This Section does not restrict hiring resulting from general public advertisements not targeted at Layered IT personnel.

33. Monitoring; Audit

Licensee understands that certain Software and Services may track usage, license counts, devices, users, endpoints, storage, access, events, logs, alerts, backup status, security status, or other operational data.

Licensee consents to such monitoring and agrees not to circumvent, disable, interfere with, or misrepresent usage, security, monitoring, backup, access, or licensing data.

Layered IT may audit Licensee’s usage of Services to verify compliance with this Agreement and applicable licensing requirements. If an audit reveals underpayment, unauthorized use, or usage beyond purchased quantities, Licensee shall promptly pay all additional amounts due. If an audit reveals underpayment exceeding five percent (5%) of the amounts payable for the audited period, Licensee shall also reimburse Layered IT’s reasonable audit costs.

34. Limited Warranty and Disclaimer

Layered IT will perform Services in a commercially reasonable manner. Except as expressly stated in this Agreement, the Services, Software, Hardware, Third-Party Materials, and Professional Services are provided “as is” and “as available.”

Layered IT does not warrant that the Services will be uninterrupted, error-free, completely secure, free from vulnerabilities, immune from malware or ransomware, compatible with all systems, or capable of preventing every security incident, data loss, outage, or unauthorized access event.

Layered IT does not warrant results of use, business outcomes, regulatory outcomes, vendor outcomes, migration outcomes, project outcomes, implementation outcomes, custom coding outcomes, custom application outcomes, automation outcomes, cybersecurity outcomes, backup outcomes, restore outcomes, or financial results.

Trial, beta, evaluation, demonstration, and pre-release Software or Services are provided strictly “as is,” without warranty or support commitment of any kind, and may be modified, suspended, or discontinued at any time.

35. Limitation of Liability

To the fullest extent permitted by law, Layered IT and its suppliers, vendors, contractors, and licensors shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including loss of profits, loss of revenue, loss of use, loss of data, business interruption, cost of substitute services, reputational harm, or system downtime.

Except as provided in the final paragraph of this Section, the total aggregate liability of Layered IT and its officers, directors, employees, agents, suppliers, vendors, contractors, and licensors, collectively, arising out of or related to this Agreement shall not exceed the Fees paid by Licensee to Layered IT for the affected Services during the six (6) months preceding the event giving rise to the claim.

The limitations in this section apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, warranty, indemnity, or otherwise, even if Layered IT has been advised of the possibility of such damages.

The limitations of liability in this Agreement apply to the fullest extent permitted by law. Nothing in this Agreement limits or excludes liability for death or bodily injury caused by a party’s negligence, or for fraud, willful injury to persons or property, violation of law, or gross negligence, in each case to the extent such liability cannot lawfully be limited or excluded under applicable law (including California Civil Code Section 1668). The Fees reflect this allocation of risk, and each limitation applies even if a limited remedy fails of its essential purpose.

36. Indemnification

Licensee agrees to defend, indemnify, and hold harmless Layered IT and its officers, employees, contractors, vendors, affiliates, and representatives from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

Licensee’s breach of this Agreement;
Licensee’s misuse of the Services;
Customer Data;
Licensee’s violation of law;
Licensee’s failure to obtain necessary rights, permissions, or consents;
Customer-issued terms or procurement requirements not accepted by Layered IT;
Third-party claims arising from Licensee’s systems, users, data, business operations, or instructions;
Actions or omissions of Licensee’s successor provider, third-party vendors, employees, contractors, users, or Authorized Representatives;
Unauthorized changes, credential changes, security changes, or system changes made outside Layered IT’s control;
Licensee’s failure to approve, purchase, implement, maintain, or follow recommended security, backup, licensing, or system controls.

Layered IT shall not be responsible for any settlement it does not approve in writing.

37. Compliance With Laws

Licensee shall comply with all applicable laws, rules, and regulations in connection with the Services.

Licensee shall not use the Services for unlawful purposes, export violations, sanctioned-party transactions, unauthorized access, infringement, fraud, harassment, data misuse, or any activity that violates applicable law or third-party rights.

Layered IT may suspend or terminate Services where continued performance may violate law, create security risk, or expose Layered IT to liability.

38. Notices

Layered IT may provide notice by email to Licensee’s email address on file, through an invoice, through a customer portal, by posting to a website or customer portal, or by written communication to Licensee’s address on file. Licensee shall keep its email address and mailing address on file with Layered IT current.

Licensee shall provide legal notices to Layered IT by confirmed mail delivery to:

Layered ECM dba Layered IT, 1809 S Street, Suite 101-265, Sacramento, California 95811, Attn: Trent Jones

Email notices are deemed given twelve (12) hours after sending. Mailed notices are deemed given forty-eight (48) hours after mailing.

39. Updates to Terms

Layered IT may update or modify this Agreement from time to time by posting an updated version on its website, customer portal, invoice, ordering document, or other reasonable location, or by otherwise making the updated terms available to Licensee.

Updated terms will apply prospectively only and will become effective on the date stated in the updated terms. If no effective date is stated, the updated terms will become effective thirty (30) days after posting or availability.

For material changes — including changes to dispute resolution, arbitration, the class action waiver, limitations of liability, term or renewal mechanics, or Fees applicable to a then-current term — Layered IT will also provide notice by email to Licensee’s email address on file at least thirty (30) days before the effective date. If Licensee objects in writing to a material change before its effective date, the prior version of the affected terms will continue to apply to the then-current term of previously purchased Services, and the updated terms will apply upon the next renewal or new order.

Licensee’s continued access to or use of the Services, payment of an invoice, approval of an Order Form, or continued receipt of Services after the effective date of the updated terms constitutes acceptance of the updated terms.

No update will retroactively modify a fully paid fixed-fee statement of work for work already completed, but updated terms may apply to renewals, new Services, continued Services, additional work, future invoices, future subscription periods, future Professional Services, and future Order Forms.

40. Approval by Email, Ticket, Message, Payment, or Use

Licensee may approve Services, Professional Services, purchases, renewals, changes, quotes, invoices, statements of work, change orders, and additional work by signature, email, ticket, message, written approval, purchase order, payment, continued use of Services, acceptance of deliverables, or other conduct reasonably indicating approval.

Any such approval is binding on Licensee when made by an owner, officer, executive, manager, Authorized Representative, authorized contact, or person who reasonably appears to have authority to approve the applicable Services, purchase, work, or charge. Sensitive Requests (as defined in Section 5) remain subject to the verification requirements of Sections 5 and 28.

41. Governing Law; Dispute Resolution; Collection Costs

This Agreement shall be governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-law rules.

Any dispute, claim, or cause of action arising out of or related to this Agreement, the Services, any invoice, any quote, any Order Form, any statement of work, any payment obligation, or any billing dispute shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator seated in Sacramento County, California, unless otherwise required by law. The arbitrator shall decide all questions of arbitrability. Arbitration proceedings, filings, and awards are Confidential Information under this Agreement.

Notwithstanding the foregoing, either party may (i) bring an individual claim in small claims court, and (ii) seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction for actual or threatened misuse of credentials, unauthorized access, or breach of confidentiality or proprietary rights; and Layered IT may, at its election, bring an action to collect unpaid Fees in any court of competent jurisdiction. For any court proceeding permitted under this Agreement, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sacramento County, California.

Any claim by either party must be brought no later than two (2) years after it accrues, except claims for unpaid Fees, which may be brought at any time within the applicable statutory limitations period.

If Layered IT commences arbitration, legal action, collection activity, or other enforcement action to collect unpaid Fees, recover amounts owed, defend invoice validity, or enforce this Agreement, Layered IT shall be entitled to recover its reasonable attorneys’ fees, collection costs, arbitration fees, court costs, expert fees, and other expenses to the fullest extent permitted by law.

42. Class Action Waiver

To the fullest extent permitted by law, any dispute, claim, arbitration, or proceeding shall be conducted only on an individual basis and not as a class, collective, consolidated, representative, or private attorney general action.

The arbitrator may not consolidate claims of more than one customer or preside over any form of class, collective, consolidated, or representative proceeding unless required by applicable law.

If this waiver is held unenforceable as to a particular claim, that claim (and only that claim) shall proceed in a court of competent jurisdiction rather than in arbitration, and this waiver shall remain fully enforceable as to all other claims.

43. Force Majeure

Neither party shall be liable for delay or failure to perform, except for payment obligations, caused by events beyond its reasonable control, including acts of God, natural disasters, fires, floods, war, terrorism, labor disputes, utility failures, internet outages, vendor outages, cyberattacks, malware, ransomware, government action, supply chain issues, or other similar events.

44. Entire Agreement; Severability

This Agreement, together with the applicable Layered IT-issued quote, invoice, order form, statement of work, billing statement, service description, or other ordering document, constitutes the entire agreement between Layered IT and Licensee regarding the Services and supersedes all prior or contemporaneous communications, proposals, representations, understandings, or agreements regarding the same subject matter.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Except as provided in the “Updates to Terms” section, this Agreement may not be modified, supplemented, or waived except in writing signed by an authorized representative of Layered IT.

45. Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

46. Assignment; Subcontractors

Licensee may not assign this Agreement or any rights or obligations under it without Layered IT’s prior written consent. Any attempted assignment without consent shall be void.

Layered IT may assign this Agreement in whole or in part, including in connection with a merger, acquisition, corporate reorganization, sale of assets, change of control, subcontracting arrangement, or transfer of business operations.

Layered IT may perform any Services through its affiliates or subcontractors and remains responsible for Services so performed.

47. No Third-Party Beneficiaries; Independent Contractors

This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing in it confers any right or remedy on any other person, except that the officers, directors, employees, agents, suppliers, vendors, contractors, and licensors of Layered IT may enforce the protections expressly extended to them in the Limitation of Liability and Indemnification sections. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

48. Survival

Sections concerning payment obligations, invoice disputes, confidentiality, data protection, non-solicitation, proprietary rights, administrative access, offboarding, successor-provider transition, limitation of liability, indemnification, governing law, dispute resolution, collection costs, arbitration, class action waiver, and any other provisions that by their nature should survive shall survive termination or expiration of this Agreement.