1. Introduction

Welcome to ECS Technology Solutions ("we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our services, including but not limited to managed IT services, cybersecurity solutions, cloud migration, utilization of the Microsoft 365 suite, and our application published on Microsoft AppSource (collectively, the "Services"). By engaging with our Services, you ("Client," "you," or "your") agree to be bound by these Terms.

2. Acceptance of Terms

By accessing or using our Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Services.

3. Description of Services

ECS Technology Solutions is a Managed Service Provider (MSP) and Managed Security Service Provider (MSSP) specializing in:

• Microsoft 365 Suite Management: Including tenant management, security policy deployment, and licensing.
• Cloud Utilization and Migration: Assisting in migrating to and utilizing cloud platforms such as AWS and Azure.
• Cybersecurity Services: Offering solutions like endpoint protection, SIEM, SOC services, and more.
• Application Management: Our application, available on Microsoft AppSource, allows us to read and manage your Microsoft 365 tenant, providing capabilities such as tenant configuration management, deployment of baseline security policies, and remediation of potential issues.

Our Services may involve the use of third-party vendors and tools to enhance service delivery. These vendors may change without prior notice.

4. Client Obligations

• Provision of Access: You agree to provide us with the necessary access to your systems, including administrative credentials, to perform the Services.
• Compliance: You are responsible for complying with all applicable laws and regulations in connection with your use of our Services.
• Data Accuracy: You warrant that all information you provide to us is accurate and up-to-date.
• Hardware and Software Requirements: You are required to utilize up-to-date hardware and software. Failure to comply may result in additional fees. Additionally, you must maintain support contracts with any third-party vendors for line of business software. If no support contract exists, our support is limited to "30 minutes / best effort."

5. Third-Party Services

Our Services may incorporate or require the use of third-party services, software, or equipment. While we select our partners carefully, we are not responsible for the performance or reliability of third-party products or services. You agree to hold us harmless for issues arising out of third-party services, except in cases where our direct action caused the problem. We reserve the right to change our third-party providers without prior notice.

6. Intellectual Property Rights

• Our IP: All intellectual property rights in our Services, including any custom scripts, automation tools, documentation, and our application, are owned by us or our licensors.
• License Grant: We grant you a non-exclusive, non-transferable license to use our Services for your internal business purposes.
• Restrictions: You shall not reverse engineer, decompile, or disassemble any of our software or proprietary systems.

7. Confidentiality

Both parties agree to keep confidential any non-public information obtained during the course of the engagement. Confidential information shall not be disclosed to any third party without prior written consent, except as required by law. Secret information (such as passwords, intellectual property, etc.) shall be kept confidential indefinitely. Incidental information (such as contracts, pricing, etc.) shall be kept confidential for one year after termination of the agreement. Non-secret or substantiative information related to technical operations (e.g., what technologies were/are implemented, configurations, ticket details) are not subject to confidentiality.

8. Data Protection and Privacy

• Compliance: We comply with all applicable data protection laws where required.
• Data Usage: We do not collect or process company data (e.g., file contents, emails) except as necessary for the functioning of specific services. We do collect configuration data and aggregate reporting metrics for the benefit of the client and internal reporting. We do not sell data as part of our business model.
• Data Security: We implement appropriate technical and organizational measures to protect your data against unauthorized access, alteration, or destruction.

9. Limitation of Liability

To the fullest extent permitted by law, ECS Technology Solutions shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.

10. Indemnification

You agree to indemnify, defend, and hold harmless ECS Technology Solutions, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or in any way connected with your use of the Services or violation of these Terms. This indemnification does not apply to claims arising out of willful misconduct or negligence by ECS Technology Solutions.

11. Termination

• For Convenience: Either party may terminate the agreement by providing [30 days] written notice, unless a longer commitment has been signed (e.g., 1-3 year contract).
• For Cause: We may terminate or suspend your access to the Services immediately if you breach any provision of these Terms.

12. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting on our website. Your continued use of the Services after changes have been made constitutes your acceptance of the new Terms. You may opt in to receive updates about changes to these Terms via email by contacting contact@ecs.rocks.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Nebraska, without regard to its conflict of law principles.

14. Dispute Resolution

Any disputes arising out of or relating to these Terms shall be resolved through confidential binding arbitration in accordance with the rules of the [Arbitration Association] in Nebraska. The party initiating the dispute will be responsible for all fees related to arbitration, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Entire Agreement

These Terms constitute the entire agreement between you and ECS Technology Solutions concerning the subject matter herein and supersede all prior agreements or understandings.

17. Contact Information

If you have any questions or concerns about these Terms, please contact us at:

ECS Technology Solutions

Address: 2720 North 206th Street

Email: contact@ecs.rocks

Phone: +1 (402) 350-0372