Master Services Agreement

This Master Services Agreement, together with any appendices, addenda, Order Forms, schedules, and other terms referenced herein (collectively, the “Agreement”), is between you and the applicable Encryption Consulting LLC Contracting Party defined in Section 1 (“Encryption Consulting”) and governs your use of Encryption Consulting LLC’s products and services presented in connection with this Agreement. The Service Specific Terms are incorporated by reference into this Agreement.

By accessing or using Encryption Consulting LLC’s Services, by electronically accepting this Agreement via Encryption Consulting LLC’s services, or by mutually agreeing to an Order Form with Encryption Consulting LLC in the manner specified in Section 2.1 below and which Order Form references this Agreement, Customer hereby accepts this Agreement as it relates to Customer’s use of the Services. If Customer does not agree to the terms of this Agreement (or if you do not have authority to enter into this Agreement on behalf of Customer), then Customer may not purchase or use any Encryption Consulting LLC Service. This Agreement is effective as of the date Customer first accepted this Agreement (the “Effective Date”).

WHEREAS, Encryption Consulting LLC is a cybersecurity company and trusted third‑party advisor that provides digital trust solutions, and services (collectively, the “Services”);

WHEREAS, Customer wishes to purchase, and Encryption Consulting LLC wishes to provide, one or more Services pursuant to the terms of this Agreement;

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Encryption Consulting LLC and Customer hereby agree as follows:

Definitions

Capitalized terms used in this Agreement but not defined herein have the meanings set forth below.

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.
• “Customer” means you and any entity, business, or individual on whose behalf you are accessing or using Services.
• “Customer Content” means any data, information, and other content transmitted by Customer via the Services to Encryption Consulting LLC.
• “Encryption Consulting LLC Contracting Party” means
  • (i) Encryption Consulting LLC, if Customer’s billing address is located in the United States, and
  • (ii) Any Encryption Consulting LLC Affiliate authorized to contract with Customer if Customer’s billing address is located in another country. If Customer changes its billing address to a different country, then Customer agrees that this Agreement is assigned to the corresponding Encryption Consulting LLC Contracting Party without further action required by either party.
• “Documentation” means the online documentation and user instructions published by Encryption Consulting LLC to end users, as may be updated from time to time.
• “Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know‑how or other feedback provided by Customer (whether in oral, electronic, or written form) to Encryption Consulting LLC in connection with Customer’s use of the Services. For purposes of this Agreement, Feedback will not be treated as Confidential Information or as a trade secret.
• “Legal Repository” means the repository of legal documents applicable to the Services, as updated from time to time.
• “On‑Premises Software” means any software included in the Services that is made available by Encryption Consulting LLC to Customer for installation on hardware, equipment, or devices that are owned or controlled by Customer or Customer’s personnel, including any updates thereto. For clarity, the On‑Premises Software is part of the Services.
• “Procuring Party” means a legal entity or business authorized to provide the Services to a subscriber.
• “Service Specific Terms” mean additional terms specific to certain Services, as updated from time to time), which are incorporated herein to the extent applicable to any specific Services procured by Customer (including the Terms of Use with respect to Customer’s use of any product or service).
• “Third‑Party Content” means information, data, technology, or materials made available to Customer by any third party that Customer licenses and adds to the Services or directs Encryption Consulting LLC to install in connection with the Services.

Order Forms

• Order Forms

  Customer may purchase specific Services from Encryption Consulting LLC by entering into one or more mutually agreed upon quotes, purchase schedules, purchase orders, or order forms (whether online or electronic) that set forth the specific Services being procured, the term when each such Service is to be provided (the “Service Term”), and the related payment terms (each, an “Order Form”). Order Forms are considered “mutually agreed upon” when

  • (i) Executed by both parties in writing,
  • (ii) Customer affirms its electronic acceptance of an Order Form that Encryption Consulting LLC has presented to Customer via electronic means, or
  • (iii) Encryption Consulting LLC presents Customer with an Order Form and Customer affirms its acceptance by issuing a purchase order. Customer and Encryption Consulting LLC acknowledge and agree that each Order Form will be governed by and incorporated by reference into the terms of this Agreement.
• Vendor Entities

  Encryption Consulting LLC’s Affiliates may exercise any right or perform any obligation under this Agreement. For clarity, an Encryption Consulting LLC Affiliate may

  • (i) Exercise Encryption Consulting LLC’s billing rights and obligations, and
  (ii) Execute Order Forms with Customer.
• Purchases for Resale

  If Customer purchases Services not for itself, its Affiliates, or their employees or contractors, but for resale, then Customer agrees that such purchases will be governed by the terms of the Master Partner Agreement.

• Invoicing and Payment

  Encryption Consulting shall invoice the customer on a monthly basis for all Work performed by it, and the customer shall pay such invoices within thirty (30) days of the date of the receipt thereof by Encryption Consulting accounts payable department. All invoices for Work submitted to Encryption Consulting by the customer shall be as per the invoice instructions on the applicable Purchase Order(s). Encryption Consulting shall have the right to require the contractor to re-issue any invoice that is missing any of the foregoing information, and, in such case, the date of receipt of that invoice by Encryption Consulting’ accounts payable department shall be deemed to be its date of receipt of such re-issued invoice. Unless specifically waived in writing by Encryption Consulting, invoices submitted for lump sum Work must be accompanied by a detailed summary of invoices submitted to date. The detailed summary shall include all previous invoices with number, date, and amount.

• Purchase through or as a Procuring Party

  If Customer purchases or uses the Services through a Procuring Party, then Customer hereby represents and warrants that Customer has authorized such Procuring Party to apply for, accept, install, maintain, renew, and, if necessary, revoke the Services on Customer’s behalf. By authorizing a Procuring Party to provide or resell the Services to Customer, Customer hereby affirms its acceptance of this Agreement as it relates to Customer’s use of the Services. If Customer is accessing or using the Services on behalf of a business, entity, or individual (as a Procuring Party or otherwise), then:

  • (a) It represents and warrants that
    • (i) It is an authorized representative of such business, entity, or individual, with the authority to bind the business, entity, or individual to this Agreement, and
    • (ii) It will comply with and procure the applicable party’s compliance with this Agreement; and
  • (b) Such business, entity, or individual is the “Customer” hereunder and is legally and financially responsible for access to and use of the Services as well as for the use of the account by others, including any employees, agents, or contractors.

Additional Terms Applicable to the Services

• On-Premises Software

  If Customer’s use of any Service (or component thereof) includes the use of Encryption Consulting LLC’s On‑Premises Software, then subject to Customer’s compliance with this Agreement and any restrictions that Encryption Consulting LLC may impose on where such On‑Premises Software can be installed, Encryption Consulting LLC hereby grants to Customer a non‑exclusive, non‑transferable license to use, reproduce and install a reasonable number of copies of the On‑Premises Software on Customer’s hardware, equipment or devices, solely in connection with Customer’s use of the Services that the On‑Premises Software is provided in connection with. Any updates to the On‑Premises Software provided by Encryption Consulting LLC at its sole discretion shall be subject to any terms and conditions provided with such updates. If no terms and conditions are provided, then such updates are subject to this Agreement. Any such updates may affect Customer’s product and may require Customer to make changes to Customer’s product in order to maintain interoperability.

• Third‑Party Services

  Encryption Consulting LLC may make third‑party services and websites (“Third‑Party Services”), including any separately downloadable or accessible add‑on, plug‑in, module, command, function, playbook, content, suite or application that extends the features or functionality of the applicable Service, available for download or access as a convenience to its customers. Encryption Consulting LLC makes no promises or guarantees related to any Third‑Party Service and will not be liable for any such Third‑Party Service. Nothing in this Agreement will be deemed to be a representation or warranty by Encryption Consulting LLC with respect to any Third‑Party Service. Encryption Consulting LLC may, in its reasonable discretion, block or disable access to any Third‑Party Service at any time without notice or liability. Customer’s use of a Third‑Party Service is at its own risk and may be subject to additional terms and conditions applicable to that Third‑Party Service (such as the license terms of the providers of such Third‑Party Service). In addition, the On‑Premises Software may contain third‑party software programs that are available under open‑source or free software licenses, and this Agreement does not alter any rights or obligations Customer may have under those open‑source or free software licenses. Encryption Consulting LLC makes no promises or guarantees related to such third‑party software.

• Third‑Party Content

  The Services may contain features or functions that enable interoperation with Third‑Party Content that Customer, in its sole discretion, chooses to use in connection with a Service. Customer may be required to obtain access to such Third‑Party Content from the respective providers, and Customer may be required to grant Encryption Consulting LLC access to Customer’s accounts with such providers to the extent necessary for Encryption Consulting LLC to enable the interoperation with the Services. By requesting or allowing Encryption Consulting LLC to enable access to such Third‑Party Content in connection with the Services, Customer represents and warrants that it is authorized under the provider’s terms to allow such access. If Customer installs or enables (or directs or otherwise authorizes Encryption Consulting LLC to install or enable) Third‑Party Content for use with the Services where the interoperation includes access by the third‑party provider to Customer Content or Customer’s Confidential Information, Customer hereby authorizes Encryption Consulting LLC to allow the provider of such Third‑Party Content to access Customer Content or Customer’s Confidential Information as necessary for interoperation. Customer agrees that Encryption Consulting LLC is not responsible or liable for disclosure, modification, or deletion of Customer Content resulting from access by such Third‑Party Content, nor for any damages or downtime that Customer may incur, or any impact on Customer’s experience of the Services, directly or indirectly, as a result of Customer’s use of or reliance on any Third‑Party Content, sites or resources.

Confidentiality

• Definition

  “Confidential Information” means any information, documentation, system, or process disclosed by a party or a party’s Affiliate that is:

  • (i) Designated as confidential (or a similar designation) at the time of disclosure;
  • (ii) Disclosed in circumstances of confidence; or
  • (iii) Understood by the parties, exercising reasonable business judgment, to be confidential.
• Exclusions

  Confidential Information does not include information that:

  • (i) Was lawfully known or received by the receiving party prior to disclosure;
  • (ii) Is or becomes part of the public domain other than as a result of a breach of this Agreement;
  • (iii) Was disclosed to the receiving party by a third party, provided such third party (or any other party from whom such third party receives such information) is not in breach of any confidentiality obligation in respect of such information; or
  • (iv) Is independently developed by the receiving party as evidenced by independent written materials.
• Obligations

  Each party will keep confidential all Confidential Information it receives from the other party or its Affiliates. Each party will use disclosed Confidential Information only for the purpose of exercising its rights and fulfilling its obligations under this Agreement and will protect all Confidential Information against disclosure using a reasonable degree of care. Each party may disclose Confidential Information to its contractors if the contractor is contractually obligated to confidentiality provisions that are at least as protective as those contained herein. If a receiving party is compelled by law to disclose Confidential Information of the disclosing party, the receiving party may disclose such Confidential Information that it is advised by its legal counsel is legally required, but only after using reasonable efforts to

  • (i) Seek confidential treatment for the Confidential Information, and
  • (ii) Send sufficient prior notice to the other party to allow the other party to seek protective or other court orders and reasonably cooperate with such attempts.
• Privacy

  Customer acknowledges that it must have a lawful basis to provide certain required information (or to cause such information to be provided) relating to an identified or identifiable natural person (“Personal Data”), and that Customer must have a lawful basis to provide, or cause to provide, such Personal Data, which is necessary for use of the Services (including any Certificates), and which will be processed and used in accordance with Encryption Consulting LLC’s Privacy Policy, available at Privacy Policy (as updated from time to time, the “Privacy Policy”).

Term and Termination

• Term

  This Agreement is effective upon the Effective Date and will remain in effect unless earlier terminated in accordance with this Agreement.

• Termination

  Either party may terminate this Agreement immediately if the other party:

  • (i) Materially breaches this Agreement (including any appendices, addenda, Order Forms, schedules and other terms referenced herein) and fails to remedy the material breach within thirty (30) days after receiving notice of the material breach;
  • (ii) Engages in illegal or fraudulent activity in connection with this Agreement (or in the case of termination by Encryption Consulting LLC, Customer engages in an activity that could otherwise materially harm Encryption Consulting LLC’s business in connection with this Agreement);
  • (iii) Has a receiver, trustee, or liquidator appointed over substantially all of its assets;
  • (iv) Has an involuntary bankruptcy proceeding filed against it that is not dismissed within 30 days of filing; or
  • (v) Files a voluntary petition of bankruptcy or reorganization.
• Restrictions on Further Use

  Upon expiration or termination of the Agreement:

  • (i) Except as otherwise specified, all other rights and licenses granted herein terminate;
  • (ii) Each party will immediately discontinue all representations or statements that could imply that a relationship exists between Encryption Consulting LLC and Customer;
  • (iii) Each party will continue to comply with the confidentiality requirements of this Agreement; and
  • (iv) Customer will, within thirty (30) days of the date of termination, pay to Encryption Consulting LLC any fees, or part thereof, still owed as of the date of termination, and destroy or deliver to Encryption Consulting LLC all sales manuals, price lists, literature, and other materials relating to Encryption Consulting LLC.
• Survival

  The Service Specific Terms, and any applicable sections herein or appendices that specifically state they survive termination of this Agreement, will survive expiration or termination of this Agreement until the applicable Services provided by Encryption Consulting LLC expire or are revoked. In addition, the obligations and representations of the parties under Section 4.1, Section 4.2, Section 4.3, Section 6 (Confidentiality), Section 7 (Termination), Section 8 (Disclaimers of Warranties, Limitation of Liability, and Indemnification), and Section 9 (Miscellaneous) survive expiration or termination of this Agreement. Customer’s obligation to pay all amounts owed to Encryption Consulting LLC survives termination of this Agreement.

Disclaimers of Warranties, Limitation of Liability, and Indemnification

• Warranties
  • (i) Each party represents and warrants that
    • (a) Such party is duly organized and in good standing under the laws of its jurisdiction of organization and in each other jurisdiction where such organization or good standing is required for the performance of this Agreement;
    • (b) Such party’s entry into and performance under this Agreement has been duly approved by all necessary corporate action and does not violate any constituent instrument of such party; and
    • (c) Such party’s entry into and performance under this Agreement does not violate any law or regulation, judicial or executive order, or contractual commitment by which such party is bound.
  • (ii) Except as may otherwise be stated in any Service Specific Terms, Encryption Consulting LLC represents and warrants solely to Customer:
    • (a) That the Services, when used in accordance with the terms of this Agreement, will function substantially in accordance with the Documentation that may be provided by Encryption Consulting LLC for such Services; and
    • (b) That it will perform any professional services associated with the Services in a good and workmanlike manner and in accordance with generally accepted industry standards.
  • (iii) Customer represents and warrants:
    • (a) That Customer is solely responsible for its Customer Content, including, without limitation, the security of such Customer Content as it applies to Customer’s control of access to such Customer Content via the Services;
    • (b) That Customer has the necessary rights and licenses, consents, permissions, waivers, and releases to use its Customer Content and make it available hereunder; and
    • (c) That Customer Content
      • Does not violate, misappropriate or infringe any rights of Encryption Consulting LLC or any third party,
      • Does not constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third party,
      • Is not designed for use in any illegal activity or does not promote illegal activities, including in a manner that might be illegal or harmful to any person or entity, and
      • Does not include, distribute, share, or facilitate the distribution of Malicious Code.
• DISCLAIMERS

  OTHER THAN AS PROVIDED IN SECTION 8.1, THE SERVICES, AND ANY RELATED SOFTWARE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE MAXIMUM EXTENT PERMITTED BY LAW. ENCRYPTION CONSULTING LLC DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ENCRYPTION CONSULTING LLC DOES NOT WARRANT THAT ANY SERVICE OR PRODUCT WILL MEET CUSTOMER’S EXPECTATIONS OR THAT ACCESS TO THE SERVICES WILL BE TIMELY OR ERROR-FREE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ENCRYPTION CONSULTING LLC DOES NOT GUARANTEE THE ACCESSIBILITY OF ANY PRODUCTS OR SERVICES AND MAY MODIFY OR DISCONTINUE OFFERING ANY PRODUCT OR SERVICE OFFERING AT ANY TIME. CUSTOMER’S SOLE REMEDY FOR A DEFECT IN THE SERVICES OR A FAILURE OF THE SERVICES TO FUNCTION IN ACCORDANCE WITH THE DOCUMENTATION IS FOR ENCRYPTION CONSULTING LLC TO USE COMMERCIALLY REASONABLE EFFORTS, UPON NOTICE OF SUCH DEFECT OR FAILURE FROM CUSTOMER, TO CORRECT THE DEFECT OR FAILURE, EXCEPT THAT ENCRYPTION CONSULTING LLC HAS NO OBLIGATION TO CORRECT DEFECTS OR FAILURES ARISING FROM

  • (I) MISUSE, MODIFICATION OR DAMAGE OF THE SERVICES,
  • (II) COMBINATION OF THE SERVICES WITH OTHER PRODUCTS AND SERVICES BY PARTIES OTHER THAN ENCRYPTION CONSULTING LLC OR WITH ANY SOFTWARE OR HARDWARE NOT SUPPORTED BY ENCRYPTION CONSULTING LLC,
  • (III) CAUSES EXTERNAL TO THE SERVICES, SUCH AS PROBLEMS WITH THE HARDWARE, NETWORK OR OTHER INFRASTRUCTURE WITH WHICH THE SERVICES ARE USED, OR
  • (IV) CUSTOMER’S BREACH OF ANY PROVISION OF THIS AGREEMENT.
• Limitation of Liability

  This Agreement does not limit a party’s liability for:

  • (i) Death or personal injury resulting from the negligence of a party;
  • (ii) Gross negligence or willful misconduct, or
  • (iii) Fraud or fraudulent statements made by a party to the other party in connection with this Agreement. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY:
    • (A) ENCRYPTION CONSULTING LLC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (THE “ENCRYPTION CONSULTING LLC ENTITIES”) WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF; AND
    • (B) THE ENCRYPTION CONSULTING LLC ENTITIES’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO ENCRYPTION CONSULTING LLC IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM CONTRACT, INDEMNIFICATION, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER ENCRYPTION CONSULTING LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NO CLAIM, REGARDLESS OF FORM, WHICH IN ANY WAY ARISES OUT OF THIS AGREEMENT, MAY BE MADE OR BROUGHT BY CUSTOMER OR CUSTOMER’S REPRESENTATIVES MORE THAN ONE (1) YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO CUSTOMER.
• Encryption Consulting LLC Indemnity

  Encryption Consulting LLC will defend Customer and its permitted Affiliates that use the Services hereunder (each a “Customer Indemnified Party”) from and against all third-party claims and all related liabilities, damages, and costs, including reasonable attorneys’ fees, arising from a claim that the use of the Services as permitted under this Agreement infringes or misappropriates a third party’s copyright, patent or trademark rights in the United States, and will indemnify a Customer Indemnified Party for all reasonable attorneys’ fees incurred and damages and other costs finally awarded against such Customer Indemnified Party in connection with or as a result of any such claim; provided, however, that Encryption Consulting LLC will have no liability or obligation under this section if the claim arises from

  • (a) Customer Content;
  • (b) The use or combination of the Services with any other software or hardware not supported by Encryption Consulting LLC;
  • (c) Causes external to the Services, such as problems with the hardware, network or other infrastructure with which the Services are used;
  • (d) Unauthorized or improper use of the Services; or
  • (e) Any modification of the Services by anyone other than Encryption Consulting LLC. Should the Service become or, in Encryption Consulting LLC’s reasonable opinion is likely to become, the subject of any third-party claim of infringement, Encryption Consulting LLC may, at its option and expense, either
  • (f) Procure for Customer the right for Encryption Consulting LLC to continue to offer the Services as contemplated by this Agreement;
  • (g) Replace or modify the Services to make its use in accordance with this Agreement non-infringing; or
  • (h) With thirty (30) days’ notice to Customer, terminate this Agreement and refund to Customer any pre-paid, unused fees covering the remainder of the term after the effective date of termination. This section states Encryption Consulting LLC’s sole liability with respect to, and Customer’s exclusive remedy against Encryption Consulting LLC or its Affiliates, for any claim that the use of the Services as permitted under this Agreement infringes or misappropriates a third party’s intellectual property rights.
• Customer Indemnity

  Customer will indemnify, defend and hold harmless Encryption Consulting LLC and Encryption Consulting LLC’s employees, officers, directors, shareholders, Affiliates, and assigns (each an “Encryption Consulting LLC Indemnified Party,” and together with the Customer Indemnified Parties, the “Indemnified Parties”) from and against all third-party claims and all related liabilities, damages, and costs, including reasonable attorneys’ fees, arising from

  • (a) Customer’s breach of this Agreement;
  • (b) Customer’s online properties for which Encryption Consulting LLC provides Services hereunder, or the technology or content embodied therein or made available through such properties;
  • (c) Encryption Consulting LLC’s access or use in compliance with this Agreement of any Customer Content or any other information, systems, data, or materials provided by or on behalf of Customer to Encryption Consulting LLC hereunder;
  • (d) Customer’s modification of an Encryption Consulting LLC product or service or combination of an Encryption Consulting LLC product or service with any product or service not provided by Encryption Consulting LLC;
  • (e) An allegation that personal injury or property damage was caused by the fault or negligence of Customer;
  • (f) Customer’s failure to disclose a material fact related to the use or issuance of the Services; or
  • (g) An allegation that the Customer, or an agent of Customer, used Encryption Consulting LLC’s Services to infringe on the rights of a third party.
• . Indemnity Obligations

  An Indemnified Party seeking indemnification under this Agreement must notify the indemnifying party promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve the indemnifying party from its indemnification obligations except to the extent that the failure to notify materially prejudices the indemnifying party. The indemnifying party may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at the indemnifying party’s expense, defend itself until the indemnifying party’s counsel has initiated a defense of the Indemnified Party. Even after the indemnifying party assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. The indemnifying party may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. The indemnifying party’s obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by the indemnifying party and are in addition to any other remedies an Indemnified Party may have against the indemnifying party under this Agreement.

Miscellaneous

• Force Majeure

  Neither party is liable for delays or failures beyond its reasonable control, except for Customer’s payment obligations. Customer acknowledges that Services depend on internet connectivity beyond Encryption Consulting’s control.

• Entire Agreement

  This Agreement, together with any referenced documents (e.g., Order Forms, Service Specific Terms), constitutes the complete agreement between the parties. It supersedes any prior agreements. Services are offered only upon the terms in this Agreement and its associated documents, regardless of any other terms proposed by Customer. In case of conflict, the order of precedence is:

  • This Agreement
  • Service Specific Terms
  • Appendices, Addenda, and Schedules
  • Order Forms (unless stated otherwise)
• Amendment

  Encryption Consulting LLC may periodically update Service Specific Terms, the Privacy Policy, and certain Appendices. If changes materially affect Customer’s rights, Customer may terminate the Agreement within 30 days of notice. Continued use of the Services after 30 days constitutes acceptance of the changes.

• Waiver

  A party’s failure to enforce a provision does not waive its right to enforce that provision later.

• Assignment

  Customer may not assign or delegate its rights or obligations without Encryption Consulting’s prior written consent. Encryption Consulting may assign or delegate its rights or obligations at any time.

• Relationship

  Encryption Consulting LLC and Customer are independent contractors. This Agreement does not create an agency, joint venture, or employee-employer relationship. Each party is responsible for its own staff, expenses, and obligations.

• Notices

  Notices of early termination or breach will be sent to the Customer’s address and are effective upon receipt. All other notices will be sent via email, or delivered by regular mail. Customer may send notices to Encryption Consulting LLC at:

  Encryption Consulting LLC

  130 N Preston Road, Prosper

  Texas, USA, 75058
• Governing Law and Jurisdiction

  The governing law and jurisdiction for disputes depend on the Customer’s location:

  Location	Governing Law	Jurisdiction
  United States	Texas State and U.S. Federal Law	State and federal courts in Prosper, Texas

• Dispute Resolution

  Customers must first attempt to resolve disputes via good-faith negotiations for 60 days. Disputes will then be resolved per applicable law:

  • Arbitration: Maintained as confidential.
  • Class Action & Jury Waiver: Disputes must be brought individually. No class proceedings.
• Compliance with Law

  Each party must adhere to applicable laws (export controls, privacy, trade sanctions, etc.). Encryption Consulting may suspend services if Customer fails to comply.

• Export Regulation

  Customer acknowledges that services and software are subject to U.S. Export Administration Regulations (EAR) and applicable international restrictions. Export/reexport to sanctioned countries or for military/dual-use applications is prohibited.

• U.S. Government Restricted Rights

  Software and Services are “Restricted Rights” software per DFARS and FAR regulations. All usage by U.S. Government departments is subject to these constraints.

• Severability

  Invalid or unenforceable provisions do not affect the validity of the rest of the Agreement. Such provisions will be enforced to the maximum extent permitted.

• Rights of Third Parties

  Except as stated, no party other than those in this Agreement has any rights or remedies.

• Interpretation

  The definitive version of this Agreement is in English. In case of a conflict between an English and translated version, the English version prevails.