Terms and Conditions

1. AGREEMENT TO TERMS

These Terms and Conditions ("Terms") govern the websites, platforms, software, managed services, professional services, cybersecurity services, network and infrastructure services, cloud services, monitoring, integrations, and other products and services ("Services") provided by BeyondNets ("BeyondNets," "we," "us," or "our"). By using the Services, executing an order, proposal, statement of work, or agreement incorporating these Terms, the customer ("Customer," "you," or "your") agrees to them.

A separately signed Master Services Agreement ("MSA"), Statement of Work ("SOW"), Order Form, Data Processing Addendum ("DPA"), or Service Level Agreement ("SLA") controls to the extent of a direct conflict with these Terms.

2. BUSINESS USE

The Services are intended primarily for businesses, organizations, governmental entities, nonprofit organizations, and professional users. You represent that you have authority to bind the organization for which you use or purchase the Services.

3. SERVICES AND SCOPE

BeyondNets may provide managed IT, networking, firewall, switching, wireless, SD-WAN, VPN, server, virtualization, storage, backup, disaster recovery, cloud, Microsoft 365, identity, cybersecurity, monitoring, vulnerability analysis, incident response, ransomware recovery, software development, API integration, automation, NCERIO, consulting, engineering, and project management services.

Specific scope, deliverables, exclusions, assumptions, fees, and schedules may be defined in an applicable SOW, proposal, quote, order, or agreement. BeyondNets is responsible only for Services expressly within scope. Access to a system, discovery of a condition, or ability to perform an action does not make that activity part of the contracted scope.

4. CUSTOMER RESPONSIBILITIES

Customer will provide accurate information and timely cooperation; maintain required licenses and vendor support unless otherwise agreed; safeguard credentials; maintain appropriate physical and administrative security; maintain backups unless backup services are expressly included; maintain supported systems unless otherwise agreed; review BeyondNets recommendations and alerts; make timely remediation decisions; comply with applicable requirements; and obtain permissions necessary for BeyondNets to perform the Services.

Customer remains responsible for business decisions and determining whether the Services satisfy its legal, regulatory, contractual, insurance, compliance, and operational requirements.

5. AUTHORIZATION TO ACCESS SYSTEMS

Customer represents that it owns, controls, administers, or has lawful authority to authorize BeyondNets to access, test, scan, configure, monitor, investigate, or manage all systems, networks, devices, accounts, cloud environments, data, logs, and configurations Customer places within scope.

Customer authorizes BeyondNets and authorized personnel and subcontractors to access those resources as reasonably necessary to perform the Services.

6. CYBERSECURITY; NO GUARANTEE

No network, security control, firewall, monitoring system, backup platform, assessment, configuration, or cybersecurity practice can guarantee complete security. BeyondNets does not guarantee prevention, identification, detection, containment, or remediation of every vulnerability, intrusion, malware infection, ransomware event, unauthorized access, breach, misconfiguration, zero-day vulnerability, credential compromise, or other security event.

Security findings reflect information, access, tools, configurations, and threat intelligence available at the time. The absence of a finding does not establish that an environment is free of vulnerabilities or compromise.

7. DECLINED OR DELAYED REMEDIATION

Customer is responsible for deciding whether and when to authorize remediation. BeyondNets is not responsible for losses to the extent caused by Customer's failure, refusal, or delay in implementing recommendations, approving remediation, replacing unsupported or end-of-life equipment, purchasing required licensing, providing access, or addressing a condition identified by BeyondNets.

8. NCERIO

NCERIO and related tools may identify configurations, vulnerabilities, exposures, compliance-related conditions, known exploited vulnerabilities, firmware conditions, and security risks. Results are informational and advisory and are based on information available at the time.

NCERIO is not a guarantee of security, certification of compliance, legal opinion, audit opinion, or substitute for a qualified auditor, assessor, attorney, or regulatory authority. A report, score, finding, recommendation, or absence of a finding does not represent that Customer complies with PCI DSS, HIPAA, NIST, CMMC, SOC 2, or another framework.

9. ARTIFICIAL INTELLIGENCE

Services may use AI, machine learning, automated analysis, or large language models. AI-generated output may contain errors, omissions, or inaccurate recommendations and should not be the sole basis for consequential security, legal, compliance, financial, or operational decisions. Customer is responsible for appropriate human review before implementation.

10. THIRD-PARTY PRODUCTS

The Services may depend on third-party hardware, software, cloud services, carriers, APIs, manufacturers, and providers. BeyondNets is not responsible for third-party outages, defects, vulnerabilities, licensing or pricing changes, API changes, end-of-life decisions, discontinuation, or acts or omissions. Third-party products may be subject to separate provider terms.

11. BACKUP AND DISASTER RECOVERY

Unless expressly included in scope, Customer is responsible for backups. No backup technology guarantees successful restoration in every circumstance. Unless expressly included, BeyondNets is not responsible for validating every backup, performing restoration tests, maintaining offline copies, or determining whether Customer recovery objectives satisfy business requirements. RTO and RPO commitments apply only when expressly stated in writing.

12. EMERGENCY SECURITY ACTIONS

Where authorized by the applicable agreement or reasonably necessary to protect systems managed by BeyondNets, BeyondNets may take reasonable emergency measures against an active or imminent material threat, including temporarily blocking traffic, isolating a device, disabling an account, suspending remote access, or disabling an integration. BeyondNets will use commercially reasonable efforts to notify an authorized Customer representative as circumstances permit.

13. ACCEPTABLE USE

Customer may not use the Services to violate law; infringe rights; gain unauthorized access; distribute malware; conduct unauthorized exploitation or penetration testing; interfere with networks; circumvent security controls; or create unreasonable risk to BeyondNets, its infrastructure, providers, or customers. BeyondNets may suspend Services reasonably believed to violate this section.

14. ACCOUNTS AND CREDENTIALS

Customer is responsible for safeguarding credentials and activities through Customer accounts and must promptly report suspected unauthorized access or credential compromise.

15. FEES AND PAYMENT

Fees are stated in the applicable agreement, proposal, quote, order, SOW, or invoice. Customer is responsible for applicable taxes other than taxes based on BeyondNets' net income. Customer must promptly identify good-faith invoice disputes. Undisputed amounts remain payable when due. BeyondNets may suspend Services for materially overdue undisputed amounts after reasonable notice, subject to applicable law and written agreements.

Third-party licenses, cloud consumption, telecommunications, subscriptions, hardware, manufacturer support, taxes, tariffs, shipping, and pass-through expenses may be adjusted when provider costs change.

16. SERVICE LEVELS

Response times, resolution targets, uptime commitments, support hours, maintenance windows, and service credits apply only when expressly stated in an SLA, SOW, or signed agreement. Marketing materials, website content, presentations, demonstrations, or sales discussions do not create an SLA or guaranteed response, resolution, uptime, security, or availability commitment.

17. PROJECT DELAYS AND CHANGE REQUESTS

Schedules may depend on Customer cooperation, third parties, equipment delivery, licensing, access, approvals, and change controls. BeyondNets is not responsible for delays outside its reasonable control. Out-of-scope work may require a change order, additional SOW, additional fees, or time-and-materials billing.

18. INTELLECTUAL PROPERTY

Each party retains intellectual property owned, developed, licensed, or acquired independently of the engagement. Unless expressly transferred in a signed agreement, BeyondNets retains its pre-existing and independently developed software, source code, libraries, frameworks, connectors, APIs, scripts, automation, templates, documentation, methodologies, security checks, detection logic, algorithms, tools, know-how, processes, generic configurations, improvements, and derivative technology ("BeyondNets Background IP").

Customer-specific deliverables and ownership rights are governed by the applicable SOW or agreement. Unless otherwise agreed, Customer receives a non-exclusive, non-transferable license to use incorporated BeyondNets Background IP as necessary to use the applicable deliverables or Services internally.

19. CONFIDENTIALITY

Each party will use the other party's non-public confidential information only for purposes related to the relationship, protect it using reasonable safeguards, and disclose it only to personnel, contractors, advisers, or providers with a need to know and appropriate obligations, except where authorized or legally required.

Confidential Information excludes information lawfully known without restriction, independently developed, lawfully obtained from another source, or publicly available without breach.

20. CUSTOMER DATA

As between BeyondNets and Customer, Customer retains ownership of Customer data. Customer grants BeyondNets a limited right to access, host, copy, transmit, process, analyze, and otherwise use Customer data as reasonably necessary to provide, secure, support, improve, and administer the Services, subject to applicable agreements and law.

BeyondNets may use aggregated or de-identified information that does not reasonably identify Customer or an individual to improve Services, analytics, and security capabilities, subject to applicable law and contractual restrictions.

21. DATA PROTECTION AND PRIVACY

Where BeyondNets processes regulated personal data on Customer's behalf, additional data-processing terms may apply. The parties may enter into a DPA addressing processing instructions, safeguards, subprocessors, data-subject rights, incident notification, international transfers, and deletion or return of data.

Collection and use of personal information through BeyondNets websites and Services is also governed by the applicable Privacy Policy.

22. SMS AND ELECTRONIC COMMUNICATIONS

Where a user opts into SMS or other electronic messaging, message and data rates may apply and message frequency may vary. Consent to marketing texts is not a condition of purchase unless permitted by law. Users may use applicable opt-out mechanisms. Transactional and service-related communications may continue where legally permitted and necessary to administer Services. Message frequency varies and message and data rates may apply. Reply STOP to opt out or HELP for assistance. Consent to marketing messages is not a condition of purchase. Mobile information is not shared with third parties for marketing. Privacy Policy: https://www.beyondnets.com/privacy Terms: https://www.beyondnets.com/terms

23. PROFESSIONAL SERVICES WARRANTY

BeyondNets warrants that professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices applicable to those Services. The exclusive remedy for a proven breach is, at BeyondNets' option, re-performance of the materially deficient Services or an appropriate refund of fees paid for the materially deficient portion.

24. DISCLAIMER OF WARRANTIES

EXCEPT FOR WARRANTIES EXPRESSLY STATED IN A SIGNED AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

BEYONDNETS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

BEYONDNETS DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, FREE FROM VULNERABILITIES, OR CAPABLE OF PREVENTING EVERY CYBERSECURITY INCIDENT OR DATA LOSS.

25. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BEYONDNETS' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE TO BEYONDNETS FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

For a one-time project lasting less than twelve months, the cap will not exceed fees paid or payable for that project. These limitations apply regardless of theory of liability except where prohibited by law or expressly modified in a signed agreement.

26. CYBER INCIDENT AND DATA LOSS LIMITATIONS

Without limiting Section 25, BeyondNets will not be liable for a security incident, ransomware, malware, unauthorized access, data loss, or compromise to the extent caused by vulnerabilities not reasonably known or detectable at the relevant time; Customer's failure to follow documented recommendations; Customer's delay or refusal to authorize remediation; unsupported or end-of-life systems; compromised Customer or third-party credentials; Customer personnel; third-party products or services; or matters outside BeyondNets' contracted scope or reasonable control.

27. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless BeyondNets and its officers, directors, employees, contractors, and affiliates from third-party claims, damages, liabilities, judgments, settlements, costs, and reasonable attorneys' fees arising from Customer's unlawful use of Services; infringement caused by Customer-provided materials; Customer's violation of law; Customer's lack of authority to provide access to systems or data; or Customer's material breach of these Terms.

Any additional or reciprocal indemnification obligations may be stated in an applicable MSA or SOW.

28. SUSPENSION

BeyondNets may suspend all or part of the Services when reasonably necessary because of materially overdue undisputed payments, a material security threat, illegal or abusive use, material breach, risk to BeyondNets or third-party infrastructure, provider-required suspension, or emergency. Where reasonably practicable, BeyondNets will provide notice and an opportunity to cure.

29. TERMINATION

Termination rights are governed by the applicable agreement. If none applies, either party may terminate for material breach that remains uncured after reasonable written notice and opportunity to cure. Termination does not eliminate accrued payment obligations. Provisions intended by their nature to survive termination will survive.

30. DATA FOLLOWING TERMINATION

Following termination, BeyondNets may disable access and handle Customer data according to the applicable agreement, DPA, retention policy, legal obligations, and technical capabilities. Customer is responsible for arranging export or transition of data where applicable. BeyondNets is not obligated to retain Customer data indefinitely.

31. FORCE MAJEURE

Neither party will be liable for delay or failure to perform, excluding payment obligations for Services already rendered, to the extent caused by circumstances beyond reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, governmental action, labor disruption, utility failure, telecommunications failure, cloud or data-center outage, widespread cyberattack, epidemic, pandemic, supply-chain disruption, or critical provider failure.

32. INDEPENDENT CONTRACTORS AND SUBCONTRACTORS

The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, employment, franchise, or agency relationship. BeyondNets may use qualified affiliates, contractors, and service providers subject to applicable confidentiality, security, contractual, and data-protection requirements.

33. ORDER OF PRECEDENCE

Unless a signed agreement expressly establishes another hierarchy, direct conflicts among applicable documents will be resolved in the following order: 1. DPA, solely for data-protection matters; 2. MSA; 3. SOW or executed Order Form; 4. SLA; 5. Accepted proposal or quote; and 6. These online Terms.

A more specific provision controls over a general provision concerning the same subject where appropriate.

34. ASSIGNMENT

Customer may not assign an agreement or these Terms without BeyondNets' prior written consent, except as otherwise provided in a signed agreement. BeyondNets may assign its rights and obligations in connection with a merger, acquisition, corporate reorganization, sale of substantially all relevant assets, or to an affiliate, subject to applicable law and contractual restrictions.

35. CHANGES TO TERMS

BeyondNets may update these Terms from time to time. The updated version will identify its effective or last-updated date. Material changes will apply prospectively to the extent required by law or applicable agreement. Where a signed agreement requires a particular notice process, that process controls.

36. NOTICES

Formal notices required by an applicable agreement must be delivered using the method specified in that agreement. Other operational notices may be delivered electronically to Customer's authorized contacts.

37. GOVERNING LAW; VENUE

The governing law, forum, venue, arbitration requirements, jury-trial waiver, and related dispute procedures, if any, will be those stated in the applicable signed MSA or other controlling agreement.

38. ATTORNEYS' FEES

Responsibility for attorneys' fees and litigation or arbitration costs will be governed by the applicable signed agreement and applicable law.

39. EXPORT, SANCTIONS, AND LEGAL COMPLIANCE

Customer will not use, export, re-export, transfer, or permit access to Services in violation of applicable export-control, sanctions, or trade laws. Each party is responsible for complying with laws applicable to its own performance and activities.

40. SEVERABILITY

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

41. WAIVER

Failure to enforce a provision does not waive the right to enforce it later. A waiver must be in writing when required by the applicable agreement.

42. ENTIRE AGREEMENT

These Terms together with applicable signed agreements, SOWs, Orders, SLAs, DPAs, and other incorporated documents constitute the agreement concerning their subject matter and supersede prior discussions or representations concerning that same subject matter, subject to the applicable order of precedence.

43. CONTACT

Questions concerning these Terms may be directed to BeyondNets using the contact information published on the official BeyondNets website or stated in the applicable agreement.