NETWINDY LLC
Terms of Service (TOS)
Effective Date: April 1st 2026

1. Acceptance of Agreement

1.1 Agreement to Terms

These Terms of Service (“Agreement” or “TOS“) constitute a legally binding agreement between Netwindy LLC (“Netwindy,” “Company,” “we,” “our,” or “us“) and the individual, business, or other legal entity (“Customer,” “Subscriber,” or “you“) that purchases, subscribes to, accesses, or uses any products or services provided by Netwindy LLC.

By requesting, purchasing, activating, accessing, or continuing to use any service provided by Netwindy LLC, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service.

1.2 Scope of Services

These Terms of Service apply to all products and services offered by Netwindy LLC, including, but not limited to:

• Managed IT Services
• Managed Security Services
• Cloud Services
• Microsoft 365 and Google Workspace Services
• Website and Application Hosting
• Virtual Private Servers (VPS)
• Dedicated Servers
• Colocation Services
• Domain Name Registration
• SSL Certificates
• Data Backup and Disaster Recovery Services
• Cybersecurity Services
• Network Monitoring and Management
• Professional Services and Consulting
• Hardware, Software, and Licensing
• Any other products or services offered by Netwindy LLC.

1.3 Incorporated Agreements

The following documents are incorporated into and form part of this Agreement:

• These Terms of Service (TOS)
• Netwindy LLC’s Acceptable Use Policy (AUP)
• Any executed Master Services Agreement (MSA)
• Any Service Agreement
• Any Statement of Work (SOW)
• Any Service Order, Quote, or Proposal accepted by the Customer
• Any applicable Service Level Agreement (SLA)
• Any applicable third-party software license or end-user license agreement governing products or services provided through Netwindy LLC

Each of these documents shall be interpreted together as one integrated agreement governing the relationship between Netwindy LLC and the Customer.

1.4 Order of Precedence

If any conflict exists between the governing documents, they shall control in the following order of precedence:

1. Executed Master Services Agreement (MSA) or Service Agreement
2. Statement of Work (SOW) or Service Order
3. Service Level Agreement (SLA)
4. These Terms of Service (TOS)
5. Netwindy LLC Acceptable Use Policy (AUP)

Unless expressly stated otherwise in a written agreement signed by both parties, these Terms of Service shall govern all services provided by Netwindy LLC.

1.5 Electronic Acceptance

The Customer acknowledges and agrees that acceptance of this Agreement may occur through any of the following actions:

• Executing a written agreement;
• Electronically approving a proposal, quotation, or service order;
• Submitting payment for any product or service;
• Activating or using any Netwindy LLC service;
• Continuing to use services following renewal; or
• Continuing to use services after notice of revisions to these Terms of Service.

The Customer agrees that such actions constitute legal acceptance of this Agreement and are deemed the equivalent of a handwritten signature to the fullest extent permitted by applicable law.

1.6 Continued Use

Continued use of any Netwindy LLC product or service constitutes ongoing acceptance of these Terms of Service, including any revisions that may become effective in accordance with Section 31 of this Agreement.

If the Customer does not agree to these Terms of Service, the Customer must immediately discontinue use of all Netwindy LLC services and follow the applicable account cancellation procedures.

1.7 Entire Agreement

These Terms of Service, together with any applicable Master Services Agreement, Statement of Work, Service Order, Service Level Agreement, Acceptable Use Policy, and other written agreements executed by the parties, constitute the entire agreement between Netwindy LLC and the Customer regarding the services provided and supersede all prior oral or written representations, negotiations, understandings, or agreements relating to the same subject matter.

No amendment or waiver of these Terms shall be effective unless made in writing by Netwindy LLC or otherwise expressly permitted under this Agreement.

2. Definitions

2.1 Company

“Company,” “Netwindy,” “we,” “our,” or “us” refers to Netwindy LLC, an Arizona limited liability company, including its employees, officers, agents, contractors, affiliates, successors, and assigns.

2.2 Customer

“Customer,” “Subscriber,” or “you” refers to any individual, business, organization, governmental entity, or other legal entity that purchases, subscribes to, accesses, or uses any products or services provided by Netwindy LLC.

2.3 Services

“Services” means any product, subscription, managed service, professional service, consulting engagement, cloud service, hosted solution, software, hardware, licensing, support, monitoring, maintenance, cybersecurity service, backup solution, colocation service, internet service, or any other offering provided by Netwindy LLC.

2.4 Agreement

“Agreement” refers collectively to these Terms of Service (TOS), the Acceptable Use Policy (AUP), any Master Services Agreement (MSA), Statement of Work (SOW), Service Order, Proposal, Quote, Service Level Agreement (SLA), and any other written agreement executed between Netwindy LLC and the Customer.

2.5 Acceptable Use Policy (AUP)

“Acceptable Use Policy” or “AUP” refers to Netwindy LLC’s policies governing the acceptable and prohibited use of its networks, systems, infrastructure, software, cloud services, and related resources, as amended from time to time.

2.6 Managed Services

“Managed Services” refers to recurring technology services provided by Netwindy LLC, including but not limited to remote monitoring, system administration, help desk support, cybersecurity management, patch management, endpoint protection, backup management, cloud administration, and related information technology services.

2.7 Professional Services

“Professional Services” refers to non-recurring consulting, engineering, project implementation, migration, installation, configuration, training, assessment, design, or other technical services provided by Netwindy LLC.

2.8 Third-Party Products

“Third-Party Products” means any software, hardware, cloud platform, telecommunications service, licensing, subscription, or service provided by a third-party vendor and resold, integrated, or supported by Netwindy LLC.

2.9 Billing Cycle

“Billing Cycle” means the recurring monthly, quarterly, annual, or other invoicing period specified in the applicable Service Agreement, Proposal, Quote, or Invoice.

2.10 Business Day

“Business Day” means Monday through Friday, excluding federal holidays observed in the State of Arizona, unless otherwise specified in a Service Level Agreement (SLA).

2.11 Confidential Information

“Confidential Information” means any non-public business, technical, financial, operational, customer, employee, security, or proprietary information disclosed by either party that is designated as confidential or would reasonably be understood to be confidential under the circumstances.

2.12 Force Majeure Event

“Force Majeure Event” means any event beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, utility failures, internet outages, pandemics, governmental actions, supply chain disruptions, or failures of third-party providers.

2.13 Effective Date

“Effective Date” means the earliest date on which the Customer executes an agreement with Netwindy LLC, submits payment, electronically accepts a proposal, or first accesses or uses any Netwindy LLC service.

2.14 Interpretation

Unless the context requires otherwise, words in the singular include the plural, words in the plural include the singular, references to one gender include all genders, and headings are provided solely for convenience and shall not affect the interpretation of this Agreement.

3. Services Provided

3.1 General Services

Netwindy LLC provides a broad range of technology products and services to residential, commercial, nonprofit, educational, and governmental customers. Services may include recurring subscriptions, one-time professional services, hardware, software, cloud solutions, and managed technology offerings.

Services are provided in accordance with the applicable Service Agreement, Statement of Work (SOW), Proposal, Quote, Service Order, or Invoice accepted by the Customer.

3.2 Service Categories

Netwindy LLC may provide, but is not limited to, the following categories of services:

• Managed IT Services
• Managed Security Services (MSSP)
• Help Desk and Technical Support
• Remote Monitoring and Management (RMM)
• Cybersecurity Services
• Cloud Infrastructure and Cloud Computing Services
• Microsoft 365 Administration and Support
• Google Workspace Administration and Support
• Email Hosting and Collaboration Services
• Website and Application Hosting
• Dedicated Servers
• Virtual Private Servers (VPS)
• Colocation Services
• Backup and Disaster Recovery Solutions
• Business Continuity Services
• Network Design, Installation, and Administration
• Wireless Networking Services
• Firewall and Security Appliance Management
• Server Administration
• Virtualization Solutions
• Storage Solutions
• Hardware Procurement and Installation
• Software Procurement and Licensing
• Technology Consulting
• Professional Services
• Project Management
• Training Services
• Artificial Intelligence (AI) Consulting and Solutions
• Custom Software Development
• Any additional products or services offered by Netwindy LLC.

3.3 Service Availability

Not all services are available in every geographic location or to every Customer. Netwindy LLC reserves the right to determine service availability, eligibility, technical feasibility, and deployment requirements at its sole discretion.

3.4 Changes to Services

Netwindy LLC continually evaluates and improves its service offerings. Accordingly, the Company reserves the right to add, modify, replace, discontinue, or enhance any service, feature, technology, platform, or product offering at any time.

When practical, reasonable notice will be provided for material changes that may affect existing Customers. Certain changes required for security, legal compliance, vendor requirements, or emergency maintenance may be implemented without prior notice.

3.5 Third-Party Providers

Netwindy LLC may utilize third-party vendors, cloud providers, software publishers, telecommunications carriers, equipment manufacturers, and other service providers in delivering Services to the Customer.

The Customer acknowledges that portions of the Services may be subject to the terms, licensing requirements, service limitations, and acceptable use policies of those third-party providers.

3.6 Service Modifications Requested by Customer

Customer-requested additions, upgrades, migrations, modifications, or changes to existing Services may require a new Proposal, Statement of Work, Service Order, or additional fees. Netwindy LLC reserves the right to approve or decline requested modifications based upon technical, operational, or contractual considerations.

3.7 No Guarantee of Specific Technologies

Unless expressly stated in a written agreement, Netwindy LLC does not guarantee that any specific hardware model, software version, cloud platform, manufacturer, carrier, vendor, or technology will remain available throughout the term of the Agreement. Equivalent or successor technologies may be substituted when commercially reasonable.

3.8 Service Dependencies

Certain Services depend upon third-party infrastructure, including internet connectivity, electrical power, telecommunications services, cloud providers, software vendors, and other external resources. Netwindy LLC shall not be liable for delays, interruptions, or failures caused by events outside of its reasonable control.

3.9 Customer Cooperation

The Customer agrees to provide timely access to facilities, equipment, systems, credentials, documentation, personnel, and information reasonably necessary for Netwindy LLC to perform the Services. Delays caused by the Customer may result in additional charges, revised project timelines, or suspension of work until the required access or information is provided.

3.10 Service Acceptance

Unless otherwise specified in a written agreement, Services shall be deemed accepted upon installation, activation, delivery, completion of the applicable work, or the Customer’s continued use of the Services, whichever occurs first.

4. Service Rates and Pricing

4.1 Service Pricing

Customer acknowledges that the pricing for all Services has been communicated through a Proposal, Quote, Service Agreement, Statement of Work (SOW), Service Order, Invoice, published price list, or other written communication provided by Netwindy LLC.

By purchasing or using any Service, the Customer agrees to pay all applicable fees associated with those Services.

4.2 Quoted Pricing

Unless otherwise stated in writing, all quotations issued by Netwindy LLC are valid for thirty (30) calendar days from the date of issuance. Netwindy LLC reserves the right to modify or withdraw any quotation that has expired or has not been accepted within the stated validity period.

4.3 Price Changes

Netwindy LLC reserves the right to modify its pricing, recurring service rates, licensing fees, labor rates, hardware pricing, software pricing, cloud service fees, and other charges at any time.

For Customers under an active fixed-term agreement, pricing shall remain in effect for the duration of the agreed contract term unless otherwise provided in the applicable agreement or required due to increases imposed by third-party vendors, manufacturers, distributors, software publishers, cloud providers, telecommunications carriers, governmental agencies, or changes in applicable taxes or regulatory fees.

4.4 Third-Party Price Adjustments

Certain products and services provided by Netwindy LLC rely upon third-party vendors. Customer acknowledges that Netwindy LLC may adjust pricing during the term of this Agreement when increases are imposed by third-party suppliers, including but not limited to software licensing providers, cloud service providers, hardware manufacturers, telecommunications carriers, domain registrars, certificate authorities, or distributors.

When commercially reasonable, Netwindy LLC will provide advance notice of material recurring price increases.

4.5 Promotional Pricing

Promotional, introductory, discounted, or special pricing is offered solely at the discretion of Netwindy LLC and may be subject to eligibility requirements, minimum contract terms, service commitments, or other conditions.

Unless expressly stated otherwise in writing, promotional pricing expires at the end of the promotional period, after which the standard service rates in effect at that time shall apply.

4.6 Taxes

All prices quoted by Netwindy LLC are exclusive of applicable federal, state, county, municipal, sales, use, excise, telecommunications, value-added, or similar taxes unless expressly stated otherwise.

The Customer is responsible for payment of all applicable taxes, assessments, duties, and governmental fees associated with the Services, excluding taxes based solely upon Netwindy LLC’s net income.

4.7 Additional Services

Services requested by the Customer that fall outside the scope of an existing Service Agreement, Statement of Work, or Managed Services Agreement may be billed separately at Netwindy LLC’s then-current labor rates or quoted pricing.

Examples include, but are not limited to:

• Emergency service requests
• After-hours support
• Weekend or holiday work
• Project work
• On-site labor
• Travel expenses
• Hardware installation
• Software implementation
• Data recovery services
• Customer-requested consulting services

4.8 Pricing Errors

Netwindy LLC reserves the right to correct typographical, clerical, mathematical, or administrative errors in quotations, invoices, proposals, service orders, websites, or published pricing at any time. In the event of a pricing error, Netwindy LLC will promptly notify the Customer and provide the corrected pricing before fulfillment of the affected product or service.

4.9 Currency

Unless otherwise stated in writing, all prices, invoices, payments, credits, and financial transactions are denominated in United States Dollars (USD).

4.10 No Price Guarantee

Except where expressly provided in a written fixed-term agreement executed by both parties, Netwindy LLC does not guarantee that pricing for any Service, product, subscription, licensing, or third-party offering will remain unchanged for any period of time.

5. Billing and Payment

5.1 Payment Obligation

The Customer agrees to pay all fees, charges, taxes, and other amounts due for Services provided by Netwindy LLC in accordance with the applicable Service Agreement, Statement of Work (SOW), Proposal, Quote, Service Order, or Invoice.

Payment obligations are not contingent upon the Customer’s actual use of the Services unless expressly stated otherwise in a written agreement.

5.2 Billing Cycle

Recurring Services are billed on a monthly, quarterly, annual, or other billing cycle as specified in the applicable agreement or invoice.

Unless otherwise agreed in writing, recurring service invoices are issued in advance of the applicable service period.

5.3 Due Date

Invoices are due on the date specified on the invoice. Failure to receive an invoice does not relieve the Customer of the obligation to make timely payment.

5.4 Accepted Payment Methods

Netwindy LLC accepts payment by approved payment methods, which may include:

• ACH (Automated Clearing House)
• Credit Cards
• Debit Cards
• Wire Transfers
• Business Checks
• Electronic Payment Portals
• Other payment methods approved by Netwindy LLC

Netwindy LLC reserves the right to modify accepted payment methods at any time.

5.5 Automatic Payments

Where the Customer enrolls in automatic payment (AutoPay), the Customer authorizes Netwindy LLC to charge the designated payment method for all recurring invoices and any authorized one-time charges.

The Customer is responsible for maintaining current and valid payment information. Failure to maintain valid payment information shall not excuse late payment or prevent the assessment of applicable fees.

5.6 Returned Payments

Returned checks, rejected ACH transactions, declined credit cards, charge reversals, or other unsuccessful payment attempts may be subject to administrative fees as described elsewhere in this Agreement.

Netwindy LLC reserves the right to require future payments by certified funds, ACH, or other approved payment methods following repeated payment failures.

5.7 Partial Payments

Netwindy LLC may accept partial payments at its sole discretion. Acceptance of a partial payment does not constitute satisfaction of the outstanding balance, waive any contractual rights, or modify the terms of this Agreement unless expressly agreed to in writing.

5.8 Credits

Any account credits issued by Netwindy LLC shall be applied solely at the Company’s discretion toward future invoices unless otherwise required by law or specified in writing.

Account credits have no cash value and are not redeemable for cash unless expressly required by applicable law.

5.9 Billing Disputes

The Customer shall notify Netwindy LLC in writing of any billing dispute within sixty (60) calendar days from the invoice date.

Failure to notify Netwindy LLC within this period constitutes acceptance of the invoice as accurate. The undisputed portion of any invoice shall remain due and payable while the disputed portion is under review.

5.10 Suspension for Non-Payment

Netwindy LLC reserves the right to suspend, restrict, or terminate any Service for non-payment in accordance with this Agreement.

Suspension of Services does not relieve the Customer of the obligation to pay all outstanding balances, recurring charges, applicable fees, or contractual commitments.

5.11 Reconnection of Services

If Services are suspended due to non-payment, restoration of Services may require payment of all outstanding balances, applicable reconnection fees, and any other charges incurred prior to restoration.

Netwindy LLC does not guarantee immediate restoration of Services following receipt of payment.

5.12 Invoice Delivery

Invoices, payment reminders, account notices, and other billing communications may be delivered electronically through email, the Netwindy LLC Billing Portal, customer portal, or other electronic means designated by Netwindy LLC.

The Customer is responsible for maintaining accurate billing contact information and monitoring all designated communication channels.

5.13 Payment Application

Unless otherwise required by law or agreed in writing, Netwindy LLC may apply payments to outstanding balances in any order it determines appropriate, including accrued interest, administrative fees, late fees, collection costs, recurring services, or other outstanding charges.

6. Non-Refundable Payments

6.1 General Refund Policy

IMPORTANT NOTICE: Unless otherwise expressly stated in a written agreement executed by Netwindy LLC, all payments made to Netwindy LLC are final and non-refundable.

By purchasing or using any Service, the Customer acknowledges and agrees that all fees paid to Netwindy LLC are earned upon receipt or as Services are made available, and no refunds shall be issued except where required by applicable law.

6.2 Non-Refundable Charges

The following charges are non-refundable, including but not limited to:

• Setup and installation fees
• Monthly recurring service charges
• Annual service fees
• Managed Services fees
• Professional Services and consulting fees
• Labor charges
• Emergency service charges
• After-hours support charges
• Hardware purchases
• Software purchases and licensing fees
• Cloud service subscriptions
• Microsoft 365 and third-party licensing
• Domain name registrations and renewals
• SSL certificates
• Colocation services
• Bandwidth overage charges
• Administrative fees
• Any applicable taxes or governmental fees

6.3 Early Termination

Cancellation or termination of Services before the expiration of any contract term does not entitle the Customer to a refund of prepaid fees unless expressly provided in a written agreement.

Any early termination fees or remaining contractual obligations shall remain payable in accordance with the applicable Service Agreement.

6.4 Service Availability

Customer acknowledges that fees are charged for the availability of Services and the reservation of Netwindy LLC resources, regardless of the Customer’s actual level of usage.

Failure to use a Service does not relieve the Customer of payment obligations or create any right to a refund or credit.

6.5 Third-Party Products and Services

Products and services obtained through third-party vendors, including software licenses, cloud subscriptions, domain registrations, SSL certificates, telecommunications services, and manufacturer-supported products, are subject to the refund policies of the applicable third-party provider.

To the extent Netwindy LLC is unable to obtain a refund from a third-party vendor, Netwindy LLC shall have no obligation to issue a refund to the Customer.

6.6 Account Credits

At its sole discretion, Netwindy LLC may elect to issue an account credit in lieu of a monetary refund. Any such credit shall be applied toward future invoices and shall have no cash value unless otherwise required by applicable law.

Issuance of an account credit in one instance shall not establish a continuing obligation or precedent for future refunds or credits.

6.7 Billing Errors

Nothing in this Section limits the Customer’s right to report legitimate billing errors.

If Netwindy LLC determines that an invoice contains a billing error or duplicate charge, the Company may, at its sole discretion, issue a corrected invoice, refund the overpayment, or apply an account credit for the verified amount.

6.8 Chargebacks and Payment Disputes

Customers are encouraged to contact Netwindy LLC to resolve any billing concerns before initiating a chargeback or payment dispute with a financial institution.

Unauthorized or invalid chargebacks may be subject to administrative fees, collection activity, suspension of Services, or other remedies available under this Agreement or applicable law.

6.9 Exceptions

Any exception to this Non-Refundable Payment Policy must be approved in writing by an authorized representative of Netwindy LLC. No employee, contractor, reseller, or representative is authorized to modify this policy except through a written agreement executed by Netwindy LLC.

7. Late Payments, Collections, and Chargebacks

7.1 Late Payments

Invoices not paid by the stated due date are considered past due. Netwindy LLC reserves the right to assess late fees, suspend Services, restrict account access, or terminate Services for delinquent accounts in accordance with this Agreement.

7.2 Late Fees

Unless otherwise specified in a written Service Agreement, any invoice not paid by its due date may be assessed a late fee equal to twenty percent (20%) of the outstanding invoice balance or the maximum amount permitted by applicable law, whichever is less.

Assessment of a late fee does not waive Netwindy LLC’s right to pursue any other remedies available under this Agreement or applicable law.

7.3 Declined and Returned Payments

Credit cards that are declined, ACH transactions that are rejected, returned checks, or any other unsuccessful payment transactions may be subject to a processing fee. Unless otherwise stated in writing, the current declined payment fee is $5.00 per occurrence.

Netwindy LLC reserves the right to modify administrative processing fees upon reasonable notice.

7.4 Suspension of Services

Netwindy LLC may suspend or restrict Services if payment remains outstanding beyond the applicable grace period established by the Company or specified in the applicable Service Agreement.

Unless otherwise stated in a written agreement, Services may be suspended when an account becomes more than three (3) calendar days past due.

Suspension of Services does not relieve the Customer of the obligation to pay recurring service charges or any other outstanding balances.

7.5 Reconnection of Services

Prior to restoring suspended Services, Netwindy LLC may require payment of:

• All past-due invoices
• Applicable late fees
• Administrative processing fees
• Service restoration or reconnection fees
• Any other outstanding charges due under this Agreement

Restoration of Services shall occur only after payment has been verified and system resources are available. Netwindy LLC does not guarantee immediate restoration of Services.

7.6 Collection Activity

If an account remains delinquent, Netwindy LLC may refer the account to an internal collections department, an attorney, or a third-party collection agency.

The Customer agrees to pay all reasonable costs incurred in collecting unpaid balances, including collection agency fees, court costs, filing fees, and reasonable attorneys’ fees to the extent permitted by applicable law.

7.7 Collection Processing Fee

If an account is referred for collection, Netwindy LLC may assess a Processing and Collection Fee of not less than $50.00 and not more than $500.00, in addition to any other collection costs permitted by law.

7.8 Chargebacks

The Customer agrees to contact Netwindy LLC and make a good-faith effort to resolve any billing dispute before initiating a credit card chargeback, ACH reversal, or other payment dispute.

If Netwindy LLC determines that a chargeback or payment dispute was initiated without a valid contractual or legal basis, the Company may:

• Assess an administrative fee of not less than $50.00 and not more than $150.00;
• Suspend or terminate Services;
• Recover all amounts reversed through the chargeback process;
• Pursue any additional legal or equitable remedies available.

7.9 Disputed Charges

Submission of a billing dispute does not relieve the Customer of the obligation to pay any undisputed portion of an invoice. Only the disputed amount shall remain under review while Netwindy LLC investigates the matter.

7.10 No Waiver

Acceptance of late payments, partial payments, or negotiated payment arrangements shall not constitute a waiver of any rights or remedies available to Netwindy LLC under this Agreement or applicable law.

7.11 Continuing Liability

Termination or suspension of Services for non-payment shall not release the Customer from any outstanding financial obligations, contractual commitments, accrued charges, or other liabilities incurred prior to termination.

8. Contract Terms and Renewals

8.1 Contract Term

Services provided by Netwindy LLC may be offered on a month-to-month basis or under a fixed-term agreement, as specified in the applicable Master Services Agreement (MSA), Service Agreement, Statement of Work (SOW), Proposal, Quote, Service Order, or other written agreement.

Unless otherwise agreed in writing, the term of each Service shall commence on the Service Activation Date or the date Services are first made available to the Customer.

8.2 Automatic Renewal

Unless otherwise stated in a written agreement, recurring Services shall automatically renew for successive renewal terms equal to the original billing cycle unless either party provides written notice of cancellation in accordance with this Agreement.

Automatic renewal ensures continuity of Services and prevents unintended service interruptions.

8.3 Fixed-Term Agreements

Customers entering into fixed-term agreements acknowledge that pricing, service commitments, and contract terms are based upon the agreed contract duration.

Unless otherwise provided in the applicable agreement, fixed-term contracts remain in effect for the entire contract period and may not be terminated without satisfying any applicable early termination obligations.

8.4 Renewal Pricing

Upon renewal of any Service, Netwindy LLC may adjust pricing to reflect current service rates, vendor pricing, licensing costs, market conditions, or operational expenses unless pricing protections are expressly provided within a written agreement.

Reasonable notice of material recurring price increases will be provided when commercially practical.

8.5 Renewal Notice

Where required by the applicable agreement or by law, Netwindy LLC may provide advance notice of an upcoming contract renewal, renewal pricing, or contract expiration.

The absence of a renewal reminder does not relieve the Customer of any contractual renewal obligations.

8.6 Customer Notice of Non-Renewal

If the Customer elects not to renew a recurring Service, written notice must be submitted in accordance with the Account Cancellation provisions contained in this Agreement.

Failure to provide timely notice may result in automatic renewal of the applicable Services.

8.7 Early Termination

Termination of a fixed-term agreement before the expiration of its stated term may result in early termination fees, accelerated payment obligations, repayment of promotional discounts, or other charges specified in the applicable agreement.

Early termination shall not relieve the Customer of any financial obligations that accrued prior to termination.

8.8 Changes During the Contract Term

The Customer may request additions, upgrades, reductions, or modifications to Services during the contract term. Any approved changes may require a revised Proposal, Statement of Work, Service Order, or written amendment executed by both parties.

Service modifications may affect pricing, contract duration, service levels, or other contractual obligations.

8.9 Transfer of Agreement

The Customer may not assign, transfer, delegate, or otherwise convey any rights or obligations under this Agreement without the prior written consent of Netwindy LLC.

Netwindy LLC may assign this Agreement to an affiliate, successor, purchaser, or acquiring entity without the Customer’s consent, provided that the assignee assumes the obligations of this Agreement.

8.10 Survival

Any provisions of this Agreement that by their nature should survive expiration or termination, including but not limited to payment obligations, confidentiality, indemnification, limitation of liability, intellectual property rights, dispute resolution, and governing law, shall remain in full force and effect following termination or expiration of the Agreement.

9. Account Cancellation

9.1 Customer-Initiated Cancellation

The Customer may request cancellation of Services by providing written notice to Netwindy LLC in accordance with this Agreement and any applicable Service Agreement.

Cancellation requests shall not be considered valid until received and acknowledged by Netwindy LLC.

9.2 Cancellation Procedure

Unless otherwise specified in a written agreement, all cancellation requests must be submitted through the Netwindy LLC Billing Portal by opening a support ticket or by another written method specifically approved by Netwindy LLC.

Email requests, verbal requests, or requests made to technical staff, sales representatives, or other personnel are not considered valid cancellation notices unless expressly acknowledged in writing by Netwindy LLC.

9.3 Required Notice

Unless otherwise stated in a written agreement, cancellation requests must be submitted no fewer than three (3) calendar days and no more than thirty (30) calendar days before the requested cancellation date.

Requests received outside of this notice period may be processed on the next available billing cycle at Netwindy LLC’s discretion.

9.4 Effective Date of Cancellation

Unless otherwise agreed in writing, Services will terminate at 12:00 a.m. (midnight) UTC on the approved cancellation date.

Following termination, access to Services, hosted systems, cloud resources, email services, customer portals, backups, and other resources may be permanently disabled or removed.

9.5 Contractual Obligations

Cancellation of Services does not relieve the Customer of any outstanding financial obligations, including unpaid invoices, recurring charges incurred prior to cancellation, early termination fees, equipment charges, licensing commitments, or any other amounts due under this Agreement.

9.6 Data Retrieval

The Customer is solely responsible for retrieving all data, email, backups, virtual machines, hosted content, configurations, and other information prior to the effective cancellation date.

Unless otherwise required by law or specified in a written agreement, Netwindy LLC is under no obligation to retain Customer data after Services have been terminated.

9.7 Data Deletion

Following cancellation, Netwindy LLC may permanently delete Customer data from its systems in accordance with its internal retention policies, security practices, contractual obligations, and applicable law.

Netwindy LLC shall not be liable for any loss of data resulting from the Customer’s failure to retrieve data prior to termination.

9.8 Company-Initiated Cancellation

Netwindy LLC reserves the right to suspend or terminate any Service immediately for reasons including, but not limited to:

• Failure to pay amounts due;
• Violation of these Terms of Service or the Acceptable Use Policy;
• Fraudulent or unlawful activity;
• Abuse of Netwindy LLC personnel or systems;
• Security threats or compromise of Company infrastructure;
• Violation of third-party licensing requirements;
• Any other material breach of this Agreement.

9.9 Effect of Termination

Upon cancellation or termination of Services:

• All licenses and rights to use the Services immediately terminate.
• Outstanding invoices become immediately due and payable.
• Netwindy LLC may disable access credentials, customer portals, hosted environments, cloud resources, and administrative access.
• Netwindy LLC may recover leased or Company-owned equipment where applicable.
• The Customer remains responsible for all obligations that survive termination under this Agreement.

9.10 No Refund Upon Cancellation

Cancellation of Services, whether initiated by the Customer or Netwindy LLC, shall not entitle the Customer to any refund except where expressly required by applicable law or provided in a written agreement executed by Netwindy LLC.

10. Suspension and Termination

10.1 Right to Suspend Services

Netwindy LLC reserves the right to suspend, restrict, or temporarily disable any Service, in whole or in part, if the Company reasonably determines that such action is necessary to protect its systems, Customers, employees, vendors, or the public, or to enforce the terms of this Agreement.

10.2 Reasons for Suspension

Services may be suspended immediately, with or without prior notice, for reasons including, but not limited to:

• Failure to pay invoices when due.
• Violation of these Terms of Service or the Acceptable Use Policy (AUP).
• Unauthorized or illegal use of the Services.
• Network abuse, spam, phishing, malware distribution, or denial-of-service attacks.
• Unauthorized access to systems or networks.
• Compromise of Customer systems that creates a security risk.
• Violation of third-party licensing agreements.
• Fraudulent or deceptive activity.
• Failure to cooperate with reasonable security or compliance requests.
• Any activity that may adversely affect Netwindy LLC’s network, infrastructure, reputation, or other Customers.

10.3 Emergency Suspension

Netwindy LLC may immediately suspend Services without prior notice when the Company determines that continued operation presents an imminent risk to network security, data integrity, legal compliance, or the stability of Company systems or third-party infrastructure.

Where practical, Netwindy LLC will notify the Customer of the suspension as soon as reasonably possible.

10.4 Termination by Netwindy LLC

Netwindy LLC reserves the right to terminate this Agreement or any individual Service if the Customer materially breaches this Agreement and fails to cure such breach within any applicable cure period specified in a written agreement, or immediately where no cure period is required under this Agreement or applicable law.

Certain violations, including fraud, criminal activity, cybersecurity threats, repeated abuse, or intentional misuse of Company resources, may result in immediate termination without prior notice.

10.5 Customer Responsibilities During Suspension

During any period of suspension, the Customer remains responsible for all recurring service fees, outstanding invoices, contractual commitments, licensing obligations, and any other charges that continue to accrue under this Agreement unless otherwise agreed in writing.

10.6 Restoration of Services

Suspended Services may be restored only after Netwindy LLC determines that the condition resulting in suspension has been fully resolved and all applicable financial and contractual obligations have been satisfied.

Netwindy LLC reserves the right to require payment of restoration fees, administrative fees, or other applicable charges prior to reactivating Services.

10.7 No Liability for Suspension

Netwindy LLC shall not be liable for any loss of revenue, business interruption, loss of data, loss of profits, or other damages resulting from the suspension or termination of Services that is authorized under this Agreement.

10.8 Preservation of Rights

Suspension of Services shall not constitute a waiver of any rights or remedies available to Netwindy LLC under this Agreement or applicable law. Netwindy LLC may pursue any additional legal or equitable remedies available to recover amounts due or enforce this Agreement.

10.9 Effect of Termination

Upon termination of this Agreement:

• All rights granted to the Customer under this Agreement immediately cease.
• Customer access to Services, portals, hosted systems, cloud resources, and Company-managed infrastructure may be disabled.
• Outstanding invoices and accrued financial obligations become immediately due and payable.
• Netwindy LLC may remove, deactivate, or reclaim Company-owned equipment, software licenses, IP addresses, cloud resources, or other Company assets.
• Any provisions of this Agreement intended to survive termination shall remain in full force and effect.

10.10 Reservation of Rights

Nothing contained in this Agreement limits Netwindy LLC’s right to refuse service, discontinue Services, or terminate business relationships where permitted by applicable law and consistent with the terms of this Agreement.

11. Customer Responsibilities

11.1 General Responsibilities

The Customer is responsible for using Netwindy LLC’s Services in a lawful, ethical, and responsible manner. The Customer shall comply with these Terms of Service, the Acceptable Use Policy (AUP), all applicable laws and regulations, and any applicable third-party licensing requirements.

11.2 Accurate Account Information

The Customer agrees to provide complete, accurate, and current account information, including billing information, mailing address, email address, telephone number, and authorized contacts.

The Customer is responsible for promptly updating this information whenever changes occur.

11.3 Authorized Representatives

The Customer shall designate one or more authorized representatives who are permitted to request changes, approve work, authorize purchases, receive confidential information, and make decisions regarding the Customer’s account.

Netwindy LLC may rely upon instructions received from an authorized representative until notified otherwise in writing.

11.4 Security of Credentials

The Customer is solely responsible for maintaining the confidentiality and security of usernames, passwords, encryption keys, authentication tokens, administrative credentials, and all other access credentials associated with the Services.

The Customer shall immediately notify Netwindy LLC upon becoming aware of any unauthorized access, suspected compromise, or security incident involving Customer accounts or systems.

11.5 Customer Cooperation

The Customer agrees to provide timely access to facilities, systems, equipment, software, documentation, administrative credentials, personnel, and other resources reasonably necessary for Netwindy LLC to perform the Services.

Delays caused by the Customer may result in project delays, additional charges, or modifications to delivery schedules.

11.6 Compliance with Laws

The Customer is responsible for ensuring that its use of the Services complies with all applicable federal, state, local, and international laws, regulations, licensing requirements, and industry standards applicable to its business operations.

11.7 Customer-Owned Equipment

The Customer is responsible for maintaining Customer-owned hardware, software, telecommunications services, internet connectivity, electrical power, environmental controls, and other infrastructure unless such responsibilities are expressly assumed by Netwindy LLC under a written agreement.

11.8 Data Management

Unless otherwise provided under a separate Backup or Disaster Recovery agreement, the Customer remains solely responsible for maintaining current backups of all business data, applications, databases, email, and other digital assets.

Netwindy LLC recommends that Customers regularly verify the integrity and recoverability of all backup systems.

11.9 Acceptable Conduct

The Customer shall not use Netwindy LLC’s Services in any manner that:

• Violates any applicable law or regulation.
• Infringes upon the intellectual property rights of others.
• Distributes malware, ransomware, viruses, or malicious software.
• Attempts unauthorized access to systems or networks.
• Interferes with the operation of Netwindy LLC’s network or another customer’s services.
• Harasses, threatens, or abuses Netwindy LLC personnel or third parties.
• Violates the Acceptable Use Policy (AUP).

11.10 Customer Content

The Customer is solely responsible for all data, content, applications, software, websites, email, files, databases, and other information stored, transmitted, hosted, processed, or otherwise made available through the Services.

Netwindy LLC does not routinely monitor Customer content and assumes no responsibility for its legality, accuracy, or appropriateness.

11.11 Third-Party Permissions

The Customer represents and warrants that it has obtained all necessary licenses, permissions, authorizations, and consents required for Netwindy LLC to access, manage, support, or process Customer-owned systems, software, data, and third-party services.

11.12 Duty to Mitigate

The Customer agrees to take reasonable steps to minimize damages resulting from system failures, cybersecurity incidents, service interruptions, hardware failures, or other operational issues, including promptly reporting problems to Netwindy LLC and cooperating during remediation efforts.

11.13 Responsibility for Users

The Customer is responsible for the actions and omissions of its employees, contractors, agents, consultants, affiliates, end users, guests, and any other persons who access the Services through the Customer’s account or systems.

Any violation of this Agreement by such individuals shall be deemed a violation by the Customer.

12. Managed Services

12.1 Scope of Managed Services

Managed Services provided by Netwindy LLC are governed by the applicable Master Services Agreement (MSA), Service Agreement, Statement of Work (SOW), Service Order, or other written agreement between the parties.

The specific services provided, service levels, response objectives, covered devices, locations, users, and pricing shall be defined in the applicable agreement.

12.2 Covered Services

Managed Services may include, but are not limited to:

• Remote Monitoring and Management (RMM)
• Help Desk Services
• Server Administration
• Workstation Management
• Network Monitoring
• Firewall Administration
• Patch Management
• Endpoint Protection
• Backup Monitoring
• Microsoft 365 Administration
• Cloud Infrastructure Management
• Cybersecurity Services
• Asset Management
• Performance Monitoring
• Vendor Coordination
• Other services specifically identified in the applicable agreement.

12.3 Services Not Included

Unless expressly included in a written agreement, Managed Services do not include:

• Hardware replacement or repair.
• Major software upgrades or migrations.
• Custom software development.
• On-site project work.
• After-hours or emergency support.
• Third-party consulting services.
• Recovery from cyberattacks or disasters.
• Support for unsupported, obsolete, or end-of-life hardware or software.

Such services may be provided as Professional Services and billed separately.

12.4 Remote Management Tools

The Customer authorizes Netwindy LLC to install and operate remote monitoring, management, security, backup, automation, and diagnostic software on covered systems as reasonably necessary to deliver Managed Services.

These tools remain the property of Netwindy LLC or its licensors and may be removed upon termination of Services.

12.5 Customer Responsibilities

The Customer agrees to provide Netwindy LLC with reasonable administrative access to covered systems, maintain supported hardware and software, promptly report service issues, and cooperate with troubleshooting efforts.

Failure to provide reasonable access or cooperation may delay service delivery and may result in additional charges.

12.6 Supported Environments

Managed Services are intended for systems operating on vendor-supported hardware, operating systems, firmware, and software versions.

Netwindy LLC reserves the right to limit or decline support for systems that are obsolete, unsupported, end-of-life, or that present unreasonable security or operational risks.

12.7 Third-Party Vendors

Netwindy LLC may coordinate with third-party hardware manufacturers, software publishers, internet service providers, telecommunications carriers, cloud providers, and other vendors on the Customer’s behalf.

Netwindy LLC is not responsible for delays, outages, warranty decisions, licensing issues, or service interruptions caused by third-party vendors.

12.8 Maintenance Windows

Routine maintenance, software updates, security patches, firmware upgrades, and other scheduled maintenance may be performed during designated maintenance windows established by Netwindy LLC or agreed upon with the Customer.

Whenever reasonably practical, Netwindy LLC will provide advance notice of maintenance that may significantly impact Service availability.

12.9 Best Effort Services

Unless expressly guaranteed in a written Service Level Agreement (SLA), Managed Services are provided on a commercially reasonable, best-effort basis. Netwindy LLC does not guarantee uninterrupted operation, error-free performance, or the prevention of all hardware failures, software defects, security incidents, or data loss.

12.10 Service Exclusions

Managed Services do not include any warranty that Customer systems will remain free from malware, ransomware, cyberattacks, unauthorized access, hardware failure, software defects, internet outages, utility failures, or other events beyond the reasonable control of Netwindy LLC.

12.11 Service Recommendations

Netwindy LLC may periodically recommend hardware replacement, software upgrades, security improvements, licensing changes, backup enhancements, or other corrective actions intended to improve the Customer’s technology environment.

The Customer acknowledges that declining such recommendations may increase operational or cybersecurity risk, and Netwindy LLC shall not be responsible for issues resulting from the Customer’s decision not to implement recommended changes.

12.12 Service Level Agreements

Any Service Level Agreement (SLA), including response times, resolution objectives, availability commitments, or service credits, shall apply only if expressly set forth in a separate written agreement executed by Netwindy LLC.

In the absence of an executed SLA, no specific response time, resolution time, uptime guarantee, or service credit shall be implied.

13. Support Services

13.1 Technical Support

Netwindy LLC provides technical support for covered Services in accordance with the applicable Master Services Agreement (MSA), Service Agreement, Statement of Work (SOW), Service Level Agreement (SLA), or other written agreement.

Support is intended to assist Customers with issues relating to Services provided by Netwindy LLC and is subject to the scope and limitations described in this Agreement.

13.2 Support Hours

Support availability varies based upon the Customer’s service plan and any applicable Service Level Agreement (SLA).

Unless otherwise specified in a written agreement, standard business support is provided during normal business hours. Emergency and after-hours support may be available for Customers with applicable support plans or may be billed separately at Netwindy LLC’s then-current labor rates.

13.3 Methods of Support

Support requests may be submitted through one or more of the following methods:

• Netwindy LLC Customer Portal
• Support Ticket System
• Email
• Telephone
• Remote Support Software
• On-site Service Visits (when applicable)

Netwindy LLC reserves the right to determine the most appropriate method for providing support.

13.4 Support Scope

Technical support may include assistance with:

• Covered hardware and software.
• Managed infrastructure.
• Network connectivity.
• Cloud services managed by Netwindy LLC.
• Microsoft 365 administration.
• Backup and disaster recovery systems managed by Netwindy LLC.
• Cybersecurity solutions managed by Netwindy LLC.
• Other Services specifically covered under the Customer’s agreement.

13.5 Services Not Covered

Unless expressly included in a written agreement, support does not include:

• Custom software development or programming.
• Application training beyond normal product orientation.
• Support for third-party software not managed by Netwindy LLC.
• Support for unsupported or end-of-life hardware or software.
• Customer-caused damage or misuse.
• Data recovery not covered by a Backup or Disaster Recovery agreement.
• Services outside the agreed scope of support.

Such work may be performed as Professional Services and billed separately.

13.6 Remote Support Authorization

By requesting technical assistance, the Customer authorizes Netwindy LLC to remotely access covered systems as reasonably necessary to diagnose, troubleshoot, configure, maintain, or repair supported Services.

The Customer remains responsible for ensuring that authorized personnel are available to provide any required approvals or access credentials.

13.7 On-Site Services

Where remote resolution is not practical, Netwindy LLC may provide on-site technical services.

On-site labor, travel time, mileage, lodging, shipping, parking, tolls, and other reasonable expenses may be billed separately unless expressly included within the Customer’s service agreement.

13.8 Response Objectives

Any published response times, priority levels, escalation procedures, or service commitments are objectives only unless expressly guaranteed in an executed Service Level Agreement (SLA).

Actual response and resolution times may vary depending upon issue severity, resource availability, Customer cooperation, third-party dependencies, and circumstances beyond Netwindy LLC’s reasonable control.

13.9 Customer Cooperation

The Customer agrees to cooperate with Netwindy LLC during troubleshooting and service delivery by providing timely access to systems, facilities, personnel, documentation, administrative credentials, and any information reasonably necessary to resolve reported issues.

Failure to provide reasonable cooperation may delay resolution and may result in additional charges.

13.10 Support Limitations

Netwindy LLC makes commercially reasonable efforts to resolve technical issues but does not guarantee that every issue can be corrected or that every requested feature, enhancement, compatibility issue, or third-party product limitation can be resolved.

13.11 Abuse of Support Services

Netwindy LLC reserves the right to refuse, suspend, or limit support services if a Customer engages in abusive, threatening, harassing, discriminatory, or inappropriate conduct toward Company employees, contractors, or representatives.

Repeated misuse of support resources or submission of excessive, duplicative, or frivolous support requests may result in additional charges or modification of support services.

13.12 Emergency Support

Emergency support outside of normal business hours may be provided at Netwindy LLC’s discretion and may be subject to additional labor rates, minimum billing periods, and emergency response fees unless otherwise covered by a written agreement.

14. Acceptable Use Policy (AUP)

14.1 Purpose

The purpose of this Acceptable Use Policy (“AUP”) is to protect the security, integrity, reliability, and reputation of Netwindy LLC’s network, systems, infrastructure, Services, Customers, and third-party providers.

All Customers are responsible for ensuring that their employees, contractors, agents, affiliates, end users, guests, and any other individuals using the Services comply with this Acceptable Use Policy.

14.2 Lawful Use

Customers may use Netwindy LLC’s Services only for lawful purposes and in accordance with all applicable federal, state, local, and international laws, regulations, and licensing requirements.

Any use of the Services for unlawful, fraudulent, deceptive, or malicious purposes is strictly prohibited.

14.3 Prohibited Activities

The following activities are prohibited, including but not limited to:

• Violating any applicable law or regulation.
• Unauthorized access to systems, accounts, or networks.
• Attempting to bypass authentication or security controls.
• Distributing malware, ransomware, viruses, worms, or other malicious software.
• Phishing, spoofing, identity theft, or social engineering attacks.
• Launching or participating in denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks.
• Network scanning, vulnerability testing, or penetration testing without prior written authorization.
• Interfering with or disrupting another customer’s systems or services.
• Circumventing usage limits, licensing restrictions, or security controls.
• Violating the intellectual property rights of others.
• Using Services to facilitate criminal activity.

14.4 Customer Responsibility

The Customer is responsible for all activity originating from or occurring through the Customer’s account, systems, users, hosted services, cloud resources, websites, applications, and networks.

The Customer shall take reasonable measures to prevent unauthorized access and misuse of the Services.

14.5 Network Integrity

Customers shall not engage in any activity that degrades, interferes with, damages, overloads, or threatens the stability, availability, or performance of Netwindy LLC’s infrastructure or the infrastructure of other customers or third-party providers.

14.6 Security Cooperation

Customers agree to cooperate with Netwindy LLC during the investigation of suspected security incidents, policy violations, abuse reports, or network threats.

Netwindy LLC may request logs, system information, access to affected systems, or other information reasonably necessary to investigate or mitigate a security incident.

14.7 Investigation of Violations

Netwindy LLC reserves the right to investigate any suspected violation of this Acceptable Use Policy.

Such investigations may include reviewing logs, traffic patterns, system activity, abuse reports, security alerts, and other information reasonably necessary to determine whether a violation has occurred.

14.8 Enforcement

If Netwindy LLC determines that a violation of this Acceptable Use Policy has occurred, the Company may, at its sole discretion:

• Issue a warning.
• Require corrective action.
• Temporarily suspend affected Services.
• Permanently terminate Services.
• Block network traffic or access.
• Remove or disable offending content.
• Report unlawful activity to appropriate authorities.
• Pursue any other remedies available under this Agreement or applicable law.

14.9 No Duty to Monitor

Netwindy LLC has no obligation to proactively monitor Customer activity or content for violations of this Acceptable Use Policy.

Failure by Netwindy LLC to identify or act upon any violation shall not constitute approval of such activity or waive the Company’s right to enforce this Agreement at a later time.

14.10 Policy Modifications

Netwindy LLC reserves the right to revise or modify this Acceptable Use Policy at any time in response to changes in technology, legal requirements, security threats, industry standards, or operational needs.

Continued use of the Services following the effective date of any revised Acceptable Use Policy constitutes acceptance of the updated policy.

15. Spam and Unsolicited Communications

15.1 Zero-Tolerance Policy

Netwindy LLC maintains a zero-tolerance policy regarding the transmission of unsolicited commercial email (“Spam”), unsolicited bulk email (“UBE”), unsolicited commercial email (“UCE”), phishing campaigns, email spoofing, and other forms of abusive electronic communications originating from or transmitted through its Services.

15.2 Prohibited Activities

Customers shall not use, or permit others to use, Netwindy LLC’s Services to:

• Send unsolicited commercial email.
• Distribute bulk email without the recipient’s consent.
• Operate phishing or social engineering campaigns.
• Transmit forged or misleading email headers.
• Spoof sender identities or domains.
• Operate open mail relays or unauthorized mail forwarding services.
• Distribute malware or malicious email attachments.
• Use compromised systems to send email.
• Circumvent spam filtering technologies.
• Advertise websites, domains, or services through spam generated from any network.

15.3 Responsibility for Customer Systems

The Customer is responsible for ensuring that all systems under its control, including mail servers, websites, cloud services, applications, marketing platforms, and third-party email services, are properly secured and are not used to distribute spam or other abusive communications.

The Customer is also responsible for the actions of its employees, contractors, affiliates, customers, and any other users operating under the Customer’s account.

15.4 Blacklisting

If Customer systems, domains, IP addresses, or hosted services become listed on public or private spam blacklists, reputation services, or abuse databases as a result of Customer activity, Netwindy LLC may immediately suspend affected Services to protect its network and other Customers.

Service restoration may require corrective action, remediation, and verification that the source of the abuse has been eliminated.

15.5 Investigation

Upon receiving an abuse complaint or otherwise becoming aware of suspected spam activity, Netwindy LLC may investigate the matter by reviewing logs, email activity, server configurations, security events, abuse reports, and other relevant information.

The Customer agrees to cooperate fully with any such investigation.

15.6 Administrative Fees

If Netwindy LLC determines that the Customer has violated this Section, the Company may assess administrative fees to recover the costs associated with investigating, mitigating, and responding to the violation.

Unless otherwise specified in a written agreement:

• A first substantiated violation may result in an Administrative Fee of $250.00.
• A second substantiated violation may result in an Administrative Fee of $500.00.

Assessment of an administrative fee does not limit Netwindy LLC’s right to pursue any additional remedies available under this Agreement or applicable law.

15.7 Investigation and Research Fees

Where significant technical investigation, forensic analysis, remediation, or abuse response is required, Netwindy LLC may assess reasonable investigation or research fees.

Unless otherwise agreed in writing, such fees shall not exceed $175.00 per hour for time reasonably incurred by Netwindy LLC personnel responding to the incident.

15.8 Suspension or Termination

Netwindy LLC reserves the right to immediately suspend or terminate Services if Customer activity results in spam complaints, repeated abuse reports, network blacklisting, phishing activity, malware distribution, or any conduct that threatens the integrity or reputation of Netwindy LLC’s network.

Prior notice may not be provided where immediate action is necessary to protect Netwindy LLC or its Customers.

15.9 Reporting to Authorities

Where Netwindy LLC reasonably believes that Customer activity violates applicable criminal or civil law, the Company reserves the right to report such activity to appropriate law enforcement agencies, regulatory authorities, internet service providers, domain registrars, cloud providers, or other affected third parties.

15.10 Preservation of Network Reputation

Netwindy LLC may take any action reasonably necessary to preserve the reputation, integrity, and deliverability of its network, including blocking outbound email, disabling affected accounts, removing compromised systems from the network, or implementing temporary traffic restrictions.

The Customer acknowledges that protection of the Company’s network and other Customers shall take precedence over uninterrupted Service availability during an abuse or security incident.

16. Network Usage

16.1 Authorized Use

Customers shall use Netwindy LLC’s network, infrastructure, cloud platforms, hosting environments, internet services, and related resources only for lawful and authorized business purposes consistent with this Agreement and the Acceptable Use Policy (AUP).

16.2 Network Integrity

The Customer shall not engage in any activity that interferes with, disrupts, degrades, or negatively impacts the performance, security, reliability, or availability of Netwindy LLC’s network or the networks of third-party providers.

16.3 Excessive Resource Consumption

Customers shall not consume network, compute, storage, bandwidth, or other shared resources in a manner that materially degrades service for other Customers.

Netwindy LLC reserves the right to implement reasonable traffic management, rate limiting, resource controls, or other corrective measures necessary to maintain overall network stability.

16.4 Network Abuse

The following activities are prohibited, including but not limited to:

• Denial-of-Service (DoS) or Distributed Denial-of-Service (DDoS) attacks.
• Network flooding or packet amplification attacks.
• Port scanning or unauthorized vulnerability scanning.
• Operating open proxies, anonymous relay services, or unauthorized VPN services for abusive purposes.
• Cryptocurrency mining that exceeds contracted resource allocations.
• Unauthorized packet interception or traffic monitoring.
• Any activity intended to bypass network security controls.

16.5 Monitoring

Netwindy LLC may monitor network performance, utilization, security events, traffic patterns, and system health for operational, security, troubleshooting, compliance, and capacity planning purposes.

Such monitoring is conducted to protect the Company’s infrastructure and Customers and is not intended to routinely inspect the contents of Customer communications except as required to investigate abuse, comply with legal obligations, or protect the Services.

16.6 Temporary Restrictions

Netwindy LLC reserves the right to temporarily restrict, throttle, isolate, or suspend network access when necessary to:

• Mitigate cybersecurity threats.
• Protect network stability.
• Prevent abuse.
• Perform emergency maintenance.
• Comply with legal or regulatory requirements.

Where commercially reasonable, Netwindy LLC will restore full service as soon as the underlying condition has been resolved.

16.7 Maintenance Activities

Netwindy LLC may perform scheduled or emergency maintenance on its network, systems, and infrastructure to maintain reliability, security, and performance.

Scheduled maintenance may temporarily affect Service availability. Whenever reasonably practical, advance notice of planned maintenance will be provided.

16.8 Third-Party Networks

Many Services provided by Netwindy LLC rely upon third-party internet providers, cloud platforms, telecommunications carriers, data centers, and network operators.

Netwindy LLC is not responsible for outages, routing issues, congestion, latency, packet loss, or service interruptions occurring outside of its directly managed infrastructure.

16.9 Compliance with Industry Standards

Netwindy LLC reserves the right to implement technical controls, security standards, filtering technologies, routing policies, and operational practices consistent with generally accepted industry standards to maintain the integrity and security of its network.

16.10 Reservation of Rights

Netwindy LLC reserves the right to take any reasonable technical or administrative action necessary to protect its network, Customers, employees, vendors, infrastructure, and reputation from abuse, misuse, security threats, or operational disruptions.

Nothing in this Agreement shall be interpreted as limiting Netwindy LLC’s ability to manage, maintain, secure, or protect its network and infrastructure in accordance with industry best practices.

17. IP Address Ownership and DNS Services

17.1 Ownership of IP Addresses

Any Internet Protocol (IP) address assigned by Netwindy LLC to the Customer remains the sole property of Netwindy LLC or the applicable Regional Internet Registry (RIR), including but not limited to the American Registry for Internet Numbers (ARIN).

The Customer receives only a limited, non-transferable right to use assigned IP addresses during the term of the applicable Service and in accordance with this Agreement.

17.2 No Ownership Rights

The Customer acknowledges that assignment of an IP address does not convey any ownership interest, property right, or permanent entitlement to the assigned IP address.

Upon termination of Services, all rights to use assigned IP addresses immediately cease unless otherwise agreed in writing.

17.3 Reassignment of IP Addresses

Netwindy LLC reserves the right to reassign, modify, reclaim, renumber, or remove IP addresses at any time when reasonably necessary for operational, technical, regulatory, security, or business purposes.

Whenever commercially reasonable, Netwindy LLC will provide advance notice of planned IP address changes.

17.4 Justification for IP Address Allocation

Public IPv4 address availability is limited. The Customer agrees to provide reasonable technical justification for requests involving dedicated public IP address allocations when required by Netwindy LLC or applicable Regional Internet Registry policies.

Netwindy LLC reserves the right to deny, reduce, or reclaim IP address allocations that no longer meet applicable allocation requirements.

17.5 Name-Based Services

Where technically feasible, Customers are encouraged to utilize name-based hosting, shared addressing, IPv6, network address translation (NAT), or other technologies that reduce consumption of public IPv4 address space.

17.6 Reverse DNS (rDNS)

Netwindy LLC may provide Reverse DNS (rDNS) services for eligible IP address assignments upon Customer request.

The Customer may be required to demonstrate ownership, administrative control, or authorization for any domain name associated with an rDNS request before such records are created or modified.

17.7 DNS Services

Netwindy LLC may provide authoritative Domain Name System (DNS), recursive DNS, DNS hosting, zone management, and related services as part of certain Service offerings.

The Customer is responsible for ensuring the accuracy of requested DNS records and for maintaining ownership and registration of all associated domain names.

17.8 Third-Party DNS Providers

Where DNS services are provided by third-party vendors or cloud platforms, the Customer acknowledges that such services are subject to the availability, policies, maintenance schedules, and operational practices of those third-party providers.

17.9 No Guarantee of Global Connectivity

Netwindy LLC does not guarantee universal network reachability, email deliverability, routing availability, DNS propagation times, or connectivity between Customer systems and third-party internet service providers, cloud providers, telecommunications carriers, or other external networks.

Connectivity may be affected by routing policies, filtering, reputation systems, firewall configurations, internet outages, or conditions outside the reasonable control of Netwindy LLC.

17.10 Reservation of Rights

Netwindy LLC reserves the right to implement routing policies, IP address management practices, DNS security controls, abuse mitigation measures, and other technical safeguards necessary to maintain the stability, security, and integrity of its network and Services.

18. Bandwidth and Resource Usage

18.1 Resource Allocation

Customer agrees to use bandwidth, storage, processing power, memory, network capacity, and other computing resources in accordance with the service limits specified in the applicable Master Services Agreement (MSA), Service Agreement, Statement of Work (SOW), Proposal, Quote, Service Order, or Invoice.

Resource allocations are established to ensure the fair, reliable, and efficient operation of Netwindy LLC’s infrastructure for all Customers.

18.2 Monitoring

Netwindy LLC reserves the right to monitor bandwidth consumption, storage utilization, processor usage, memory utilization, network traffic, and other system resources for operational, billing, capacity planning, troubleshooting, and security purposes.

18.3 Resource Overages

If the Customer exceeds the allocated bandwidth, storage, processing capacity, or other contracted resource limits, Netwindy LLC may, at its sole discretion:

• Assess additional usage charges.
• Upgrade the Customer to an appropriate service plan.
• Throttle or limit resource usage.
• Suspend or restrict affected Services.
• Require the Customer to reduce resource consumption.
• Terminate the affected Service for repeated or excessive overuse.

18.4 Fair Use

Customers using shared infrastructure agree to use system resources in a manner that does not unreasonably interfere with the operation or performance of Services provided to other Customers.

Netwindy LLC reserves the right to implement reasonable resource management practices to maintain overall system stability.

18.5 Storage Limits

Unless otherwise specified in a written agreement, storage allocations include only the amount of disk space identified in the Customer’s subscribed Service plan.

Excessive storage usage may require the purchase of additional storage capacity or an upgraded service plan.

18.6 Network Traffic

Customers shall not intentionally generate excessive, abusive, or unnecessary network traffic that negatively impacts Netwindy LLC’s infrastructure or the Services provided to other Customers.

This includes, but is not limited to, excessive broadcast traffic, automated traffic generation, unauthorized peer-to-peer traffic, or other activities that materially degrade network performance.

18.7 Temporary Resource Restrictions

When necessary to preserve system stability, security, or availability, Netwindy LLC may temporarily restrict bandwidth, processor utilization, storage access, or other resource consumption until the underlying issue has been resolved.

Whenever commercially reasonable, Netwindy LLC will notify the Customer of any significant restrictions affecting Service availability.

18.8 Customer Responsibility

The Customer is responsible for monitoring its own usage and selecting service plans that appropriately support its operational requirements.

Netwindy LLC may provide usage information through customer portals, invoices, monitoring systems, or other reporting tools but is under no obligation to notify the Customer before contracted resource limits are exceeded.

18.9 Dedicated Resources

For Services that include dedicated bandwidth, storage, servers, virtual resources, or other dedicated infrastructure, the Customer’s use of such resources remains subject to the terms of this Agreement, applicable licensing requirements, and reasonable operational limitations necessary to maintain network security and reliability.

18.10 Reservation of Rights

Netwindy LLC reserves the right to implement reasonable technical controls, quotas, traffic management policies, storage limits, usage thresholds, and other resource management measures necessary to maintain the stability, security, performance, and reliability of its Services.

19. System and Network Security

19.1 Security Policy

Netwindy LLC is committed to maintaining the confidentiality, integrity, and availability of its systems, networks, infrastructure, and Services. Customers are expected to use the Services in a manner that supports and does not compromise the security of Netwindy LLC or its Customers.

19.2 Unauthorized Access

Customers shall not access, or attempt to access, any system, network, application, account, database, or information for which they have not been expressly authorized.

Unauthorized access includes, but is not limited to, credential theft, privilege escalation, password guessing, session hijacking, exploitation of software vulnerabilities, or bypassing authentication mechanisms.

19.3 Security Testing

Customers shall not perform vulnerability scanning, penetration testing, security assessments, network probing, packet capture, or other security testing against Netwindy LLC’s infrastructure without prior written authorization.

Authorized security testing shall be conducted only within the scope and timeframes approved by Netwindy LLC.

19.4 Malicious Activity

The following activities are strictly prohibited:

• Creating, distributing, or deploying malware, ransomware, viruses, worms, trojans, spyware, or other malicious software.
• Launching denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks.
• Attempting to exploit software vulnerabilities.
• Unauthorized interception or modification of network traffic.
• Installation of unauthorized backdoors or remote access tools.
• Any activity intended to compromise the security of Netwindy LLC or another party.

19.5 Customer Security Responsibilities

The Customer is responsible for maintaining reasonable security practices within its own environment, including but not limited to:

• Maintaining strong passwords and multi-factor authentication where available.
• Applying operating system and software updates.
• Maintaining current endpoint protection.
• Protecting administrative credentials.
• Implementing appropriate access controls.
• Promptly reporting suspected security incidents.

19.6 Security Incidents

The Customer agrees to notify Netwindy LLC as soon as reasonably possible upon discovering any suspected or actual security incident involving systems or Services managed by Netwindy LLC.

Netwindy LLC may take immediate action to contain, investigate, mitigate, or remediate any security incident affecting its infrastructure or Services.

19.7 Cooperation During Investigations

Customers agree to cooperate fully during security investigations by providing reasonable access to relevant systems, logs, documentation, personnel, and technical information necessary to determine the scope and impact of a suspected incident.

19.8 Protective Measures

Netwindy LLC reserves the right to implement security controls including, but not limited to:

• Firewall filtering.
• Intrusion detection and prevention systems.
• Endpoint protection.
• Traffic filtering.
• Rate limiting.
• Geo-blocking.
• Access restrictions.
• Temporary isolation of affected systems.

Such measures may be implemented without prior notice when reasonably necessary to protect Netwindy LLC or its Customers.

19.9 Compliance with Security Requirements

Where Services are subject to regulatory, contractual, or industry security requirements, the Customer remains responsible for ensuring its own compliance unless Netwindy LLC has expressly agreed in writing to provide specific compliance services.

Netwindy LLC does not represent or warrant that its Services alone satisfy any particular legal, regulatory, or compliance framework.

19.10 Reservation of Rights

Netwindy LLC reserves the right to suspend, isolate, disconnect, or terminate any Service that presents an unreasonable security risk to the Company’s infrastructure, other Customers, or third-party providers.

Nothing contained in this Agreement shall limit Netwindy LLC’s ability to implement reasonable technical, administrative, or operational safeguards necessary to protect the security, integrity, and availability of its Services.

20. Law Enforcement and Legal Compliance

20.1 Compliance with Applicable Laws

Netwindy LLC complies with all applicable federal, state, and local laws and regulations governing the operation of its business and the Services it provides.

Customers are solely responsible for ensuring that their use of the Services complies with all applicable laws, regulations, court orders, and governmental requirements.

20.2 Legal Requests

Netwindy LLC may disclose Customer information when required to do so by law or when the Company reasonably believes such disclosure is necessary to:

• Comply with a valid subpoena, court order, warrant, or other legal process.
• Respond to requests from authorized law enforcement or governmental agencies.
• Protect the rights, property, or safety of Netwindy LLC, its Customers, employees, or the public.
• Investigate suspected fraud, criminal activity, security incidents, or violations of this Agreement.
• Enforce the Company’s contractual rights.

20.3 Information That May Be Disclosed

Subject to applicable law, Netwindy LLC may disclose information including, but not limited to:

• Customer account information.
• Billing records.
• Assigned IP addresses.
• System and access logs.
• Connection records.
• Service usage information.
• Support records.
• Other information reasonably necessary to comply with a lawful request.

20.4 Customer Notification

Unless prohibited by law, court order, or the nature of the investigation, Netwindy LLC may notify the Customer of legal requests seeking Customer information.

Netwindy LLC reserves the right to delay or withhold such notification where disclosure is prohibited or where notification could interfere with an investigation or legal proceeding.

20.5 Preservation of Information

Netwindy LLC may preserve Customer records, system logs, backup data, or other information when reasonably necessary to comply with legal obligations, preserve evidence, respond to legal process, investigate suspected violations, or protect the Company’s legal interests.

20.6 Cooperation with Authorities

Netwindy LLC reserves the right to cooperate with law enforcement agencies, regulatory authorities, courts, and other governmental entities during investigations involving suspected criminal activity, cybersecurity incidents, fraud, abuse, or other unlawful conduct.

20.7 Costs of Compliance

If responding to legal process, subpoenas, discovery requests, forensic investigations, or other legal matters requires significant administrative, technical, or legal resources, Netwindy LLC reserves the right to recover its reasonable costs to the extent permitted by applicable law.

Such costs may include reasonable administrative expenses, technical labor, document production, forensic analysis, and attorneys’ fees where permitted.

20.8 No Liability

Netwindy LLC shall not be liable for any damages, losses, or claims arising from disclosures made in good faith pursuant to legal process, governmental requests, court orders, applicable law, or this Agreement.

20.9 Illegal Activity

Netwindy LLC reserves the right to immediately suspend or terminate Services upon reasonable belief that the Services are being used to facilitate illegal activity, fraud, cybersecurity attacks, intellectual property infringement, or other unlawful conduct.

Such action may be taken without prior notice when necessary to protect Netwindy LLC, its Customers, third parties, or the public.

20.10 Reservation of Rights

Nothing contained in this Agreement shall limit Netwindy LLC’s right to preserve evidence, cooperate with governmental authorities, enforce its contractual rights, or comply with applicable legal obligations.

21. Data Ownership, Retention, and Backups

21.1 Customer Ownership of Data

Except as otherwise provided in this Agreement, the Customer retains all ownership rights to its data, files, databases, applications, email, documents, websites, intellectual property, and other digital content stored, processed, transmitted, or hosted through Netwindy LLC’s Services.

Nothing in this Agreement transfers ownership of Customer data to Netwindy LLC.

21.2 Customer Responsibility for Data

The Customer is solely responsible for the accuracy, legality, integrity, and content of all data stored or transmitted through the Services.

The Customer represents and warrants that it possesses all rights, licenses, permissions, and authorizations necessary to store, process, transmit, and use such data.

21.3 Data Backups

Unless expressly included as part of a written Backup or Disaster Recovery Service Agreement, Netwindy LLC does not provide backup services for Customer data.

The Customer is solely responsible for maintaining current, complete, and recoverable backups of all business-critical information.

21.4 Managed Backup Services

Where backup services are provided under a separate written agreement, Netwindy LLC will perform backup services in accordance with the scope, schedule, retention policies, and service levels defined in that agreement.

The Customer remains responsible for periodically verifying that backed-up data is complete, accurate, and suitable for its business requirements.

21.5 Data Restoration

Data restoration services may require additional labor charges unless otherwise included within the Customer’s Service Agreement or Backup Service Agreement.

Netwindy LLC does not guarantee that all lost, corrupted, encrypted, deleted, or damaged data can be successfully restored.

21.6 Data Retention

Following termination of Services, Netwindy LLC may retain Customer data for a limited period in accordance with its internal retention policies, contractual obligations, legal requirements, and operational practices.

Unless otherwise required by law or specified in a written agreement, Netwindy LLC has no obligation to retain Customer data after termination of Services.

21.7 Data Deletion

Following expiration of any applicable retention period, Netwindy LLC may permanently delete Customer data without further notice.

The Customer is responsible for retrieving all required data prior to termination or expiration of the applicable retention period.

21.8 No Warranty of Data Preservation

Netwindy LLC does not warrant or guarantee that Customer data will never be lost, corrupted, encrypted, altered, or become unavailable due to hardware failures, software defects, cybersecurity incidents, user error, natural disasters, third-party service failures, or other circumstances beyond the Company’s reasonable control.

21.9 Access to Customer Data

Netwindy LLC personnel may access Customer systems and data only as reasonably necessary to provide contracted Services, perform maintenance, troubleshoot technical issues, comply with legal obligations, investigate security incidents, or enforce this Agreement.

Such access shall be limited to authorized personnel with a legitimate business need.

21.10 Confidential Handling of Data

Netwindy LLC will use commercially reasonable administrative, technical, and physical safeguards to protect Customer data from unauthorized access, disclosure, alteration, or destruction while such data is under the Company’s control.

Nothing in this Agreement shall be interpreted as guaranteeing absolute security or preventing every possible cybersecurity incident or data breach.

22. Software Licensing and Third-Party Products

22.1 Third-Party Software

Netwindy LLC may provide, install, resell, configure, manage, or support software, cloud services, subscriptions, and other products developed or owned by third-party vendors.

Such products remain the intellectual property of their respective owners and are subject to the applicable license agreements, subscription terms, and usage restrictions established by those vendors.

22.2 Customer Compliance

The Customer agrees to comply with all applicable software license agreements, subscription terms, end-user license agreements (EULAs), acceptable use policies, and other contractual obligations governing third-party products used in connection with the Services.

22.3 Unauthorized Use

Unless expressly permitted by applicable law or the governing license agreement, the Customer shall not:

• Copy, reproduce, or distribute licensed software without authorization.
• Reverse engineer, decompile, disassemble, or attempt to derive source code.
• Modify or remove copyright, trademark, licensing, or proprietary notices.
• Circumvent licensing controls, activation mechanisms, or technical protections.
• Use software in excess of licensed quantities or authorized users.

22.4 Microsoft Licensing

Customers utilizing Microsoft products remain responsible for complying with all applicable Microsoft licensing requirements.

Netwindy LLC may assist in procuring, managing, or administering Microsoft licenses; however, ultimate responsibility for licensing compliance remains with the Customer unless otherwise specified in a written agreement.

22.5 Subscription Services

Software subscriptions, cloud services, Software-as-a-Service (SaaS) offerings, and recurring software licenses may automatically renew in accordance with the terms established by the applicable vendor or Service Agreement.

Cancellation of Netwindy LLC Services does not automatically cancel third-party software subscriptions unless expressly provided in writing.

22.6 Vendor Changes

Third-party vendors may modify licensing models, pricing, product features, service availability, technical requirements, or support policies at any time.

Netwindy LLC shall not be responsible for changes implemented by third-party vendors that are outside of the Company’s reasonable control.

22.7 No Vendor Warranty

Except as expressly provided in writing, Netwindy LLC makes no independent warranty regarding third-party software or services.

Any warranties applicable to third-party products are limited to those, if any, provided directly by the applicable vendor.

22.8 Vendor Support

Netwindy LLC may provide first-level support for certain third-party products as part of its Services.

Resolution of certain issues may require escalation to the applicable software publisher, cloud provider, hardware manufacturer, or other third-party vendor.

22.9 End-of-Life Products

Netwindy LLC reserves the right to discontinue support for software, operating systems, hardware, or cloud services that have reached end-of-life, end-of-support, or are no longer supported by their respective manufacturers or publishers.

Continued support for unsupported products, if offered, may be subject to additional fees and limited service availability.

22.10 Limitation of Responsibility

Netwindy LLC shall not be liable for software defects, licensing disputes, vendor outages, discontinued products, subscription changes, security vulnerabilities, compatibility issues, or other matters arising solely from third-party products or services.

The Customer acknowledges that the availability and functionality of third-party products remain subject to the policies, infrastructure, and operational decisions of the applicable vendor.

23. Service Availability and Maintenance

23.1 Commercially Reasonable Efforts

Netwindy LLC will use commercially reasonable efforts to provide reliable, secure, and continuous Services. However, the Customer acknowledges that no technology service can be guaranteed to operate without interruption, delay, degradation, or error.

23.2 Scheduled Maintenance

Netwindy LLC may perform scheduled maintenance, software updates, hardware replacements, security patches, firmware upgrades, infrastructure improvements, and other maintenance activities necessary to maintain the stability, security, and performance of the Services.

Whenever commercially reasonable, advance notice of scheduled maintenance that may significantly affect Service availability will be provided.

23.3 Emergency Maintenance

Netwindy LLC reserves the right to perform emergency maintenance without prior notice when necessary to:

• Protect network security.
• Respond to cybersecurity threats.
• Correct critical software or hardware failures.
• Prevent service outages.
• Comply with legal or regulatory requirements.

Emergency maintenance may temporarily interrupt or restrict access to the Services.

23.4 Service Interruptions

The Customer acknowledges that Service interruptions may occur due to circumstances including, but not limited to:

• Scheduled maintenance.
• Emergency maintenance.
• Hardware failures.
• Software defects.
• Power outages.
• Internet service provider failures.
• Cloud provider outages.
• Telecommunications failures.
• Cybersecurity incidents.
• Natural disasters.
• Events beyond the reasonable control of Netwindy LLC.

23.5 No Guaranteed Uptime

Unless expressly provided in an executed Service Level Agreement (SLA), Netwindy LLC does not guarantee any specific level of uptime, availability, response time, or service restoration time.

Any uptime commitments contained within a separate SLA shall apply only to the specific Services identified in that agreement.

23.6 Third-Party Dependencies

Many Services depend upon third-party providers including internet service providers, telecommunications carriers, cloud platforms, software publishers, equipment manufacturers, and utility providers.

Netwindy LLC shall not be responsible for outages, delays, or degraded performance resulting from failures of third-party providers.

23.7 Customer Maintenance Responsibilities

The Customer is responsible for maintaining Customer-owned equipment, software, internet connectivity, electrical power, environmental conditions, and other infrastructure not expressly managed by Netwindy LLC under a written agreement.

23.8 Service Credits

Unless expressly provided in a written Service Level Agreement (SLA), Customers are not entitled to service credits, refunds, or other compensation resulting from temporary service interruptions, maintenance activities, or outages.

23.9 No Liability for Interruptions

Netwindy LLC shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages arising from temporary interruptions, scheduled maintenance, emergency maintenance, or service outages except as expressly required by applicable law or an executed Service Level Agreement.

23.10 Reservation of Rights

Netwindy LLC reserves the right to temporarily suspend, modify, relocate, replace, upgrade, or discontinue any portion of the Services as reasonably necessary to maintain the security, stability, performance, or long-term operation of its infrastructure.

24. Limitation of Liability

24.1 Limitation of Liability

To the fullest extent permitted by applicable law, Netwindy LLC, its officers, directors, employees, contractors, affiliates, licensors, suppliers, and agents shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to the Services or this Agreement.

24.2 Excluded Damages

Without limiting the foregoing, Netwindy LLC shall not be liable for damages resulting from:

• Loss of profits.
• Loss of revenue.
• Loss of business opportunities.
• Loss of goodwill.
• Loss of anticipated savings.
• Loss, corruption, or destruction of data.
• Business interruption.
• Cybersecurity incidents.
• Unauthorized access to Customer systems.
• Service interruptions or outages.
• Hardware or software failures.
• Acts or omissions of third-party providers.

24.3 Maximum Liability

To the fullest extent permitted by applicable law, the total cumulative liability of Netwindy LLC arising out of or relating to this Agreement, regardless of the cause of action or legal theory asserted, shall not exceed the total amount of fees actually paid by the Customer to Netwindy LLC for the affected Service during the three (3) months immediately preceding the event giving rise to the claim.

24.4 No Guarantee of Continuous Service

The Customer acknowledges that technology services are inherently subject to interruptions, delays, hardware failures, software defects, cybersecurity threats, internet outages, utility failures, and events beyond the reasonable control of Netwindy LLC.

Accordingly, Netwindy LLC does not guarantee uninterrupted, continuous, or error-free operation of any Service unless expressly stated in a written Service Level Agreement (SLA).

24.5 Customer Risk

The Customer assumes all risk associated with the operation of its business, including maintaining appropriate backups, cybersecurity protections, disaster recovery procedures, business continuity planning, insurance coverage, and compliance with applicable legal and regulatory requirements.

24.6 Third-Party Products

Netwindy LLC shall not be liable for failures, outages, defects, licensing issues, security vulnerabilities, compatibility issues, or discontinuation of products or services supplied by third-party vendors.

24.7 Force Majeure Events

Netwindy LLC shall not be liable for any delay, interruption, failure to perform, or damages resulting from events beyond its reasonable control, including those described in the Force Majeure provisions of this Agreement.

24.8 Basis of the Bargain

The Customer acknowledges that the pricing of the Services reflects the allocation of risk between the parties and that the limitations of liability contained in this Agreement are an essential basis of the bargain between Netwindy LLC and the Customer.

24.9 Application of Limitations

The limitations, exclusions, and disclaimers contained in this Section shall apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, statutory claims, or otherwise, even if Netwindy LLC has been advised of the possibility of such damages.

24.10 Rights Preserved

Nothing contained in this Agreement shall limit liability to the extent such limitation is prohibited by applicable law.

25. Indemnification

25.1 Customer Indemnification

The Customer agrees to defend, indemnify, and hold harmless Netwindy LLC, its officers, directors, employees, contractors, affiliates, licensors, successors, assigns, and agents from and against any and all claims, demands, actions, damages, liabilities, losses, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys’ fees and court costs, arising out of or relating to:

• The Customer’s use of the Services.
• Any breach of this Agreement or the Acceptable Use Policy (AUP).
• The negligence or willful misconduct of the Customer or its employees, contractors, agents, or authorized users.
• Any violation of applicable laws, regulations, or governmental requirements.
• Any infringement or alleged infringement of intellectual property rights by the Customer.
• The Customer’s data, content, applications, websites, email, or other materials hosted, stored, transmitted, or processed through the Services.
• Any claim arising from products or services provided by the Customer to its own clients or end users.

25.2 Responsibility for Authorized Users

The Customer’s indemnification obligations extend to the acts and omissions of its employees, officers, contractors, consultants, affiliates, agents, representatives, guests, end users, and any other individuals who access or use the Services through the Customer’s account.

25.3 Third-Party Claims

If a third party asserts a claim against Netwindy LLC arising from the Customer’s use of the Services or the Customer’s breach of this Agreement, the Customer shall reimburse Netwindy LLC for all reasonable costs incurred in responding to such claim, including attorneys’ fees, expert witness fees, court costs, settlement costs, and other litigation expenses to the extent permitted by applicable law.

25.4 Cooperation

Netwindy LLC agrees to provide the Customer with reasonable notice of any claim subject to indemnification and to reasonably cooperate in the defense of such claim, provided that such cooperation shall be at the Customer’s expense.

Failure to provide prompt notice shall not relieve the Customer of its indemnification obligations except to the extent the Customer is materially prejudiced by such delay.

25.5 Control of Defense

The Customer shall have the right to control the defense and settlement of any claim for which indemnification is required, provided that no settlement involving an admission of liability by Netwindy LLC or the imposition of any obligation upon Netwindy LLC may be entered into without Netwindy LLC’s prior written consent, which shall not be unreasonably withheld.

25.6 Company Participation

Netwindy LLC reserves the right to participate in the defense of any indemnified claim through counsel of its own choosing at its own expense.

If Netwindy LLC reasonably determines that the Customer is not adequately defending the claim, Netwindy LLC may assume control of the defense, and the Customer shall remain responsible for all reasonable costs and expenses incurred.

25.7 No Limitation

The Customer’s indemnification obligations under this Section are independent of, and shall not be limited by, any limitation of liability or insurance maintained by either party.

25.8 Survival

The indemnification obligations contained in this Section shall survive the expiration or termination of this Agreement and shall remain in effect until all applicable claims have been fully resolved.

26. Confidentiality

26.1 Confidential Information

During the course of providing or receiving Services, either party (“Disclosing Party”) may disclose confidential, proprietary, technical, financial, operational, business, or other non-public information (“Confidential Information”) to the other party (“Receiving Party”).

Confidential Information includes information disclosed in written, electronic, oral, visual, or other tangible or intangible forms that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances.

26.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no wrongful act of the Receiving Party.
• Was lawfully known by the Receiving Party before disclosure.
• Is lawfully received from a third party without restriction.
• Is independently developed without reference to the Disclosing Party’s Confidential Information.
• Must be disclosed pursuant to a valid court order or other legal requirement.

26.3 Confidentiality Obligations

Each party agrees to:

• Use Confidential Information solely for purposes of performing or receiving Services under this Agreement.
• Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than a reasonable standard of care.
• Limit access to Confidential Information to employees, contractors, or agents who have a legitimate business need to know and who are bound by appropriate confidentiality obligations.
• Not disclose Confidential Information to any third party except as authorized by this Agreement or with the prior written consent of the Disclosing Party.

26.4 Customer Information

Netwindy LLC acknowledges that Customer data, business records, credentials, network configurations, security information, financial information, and other non-public business information may constitute Confidential Information.

Netwindy LLC will use commercially reasonable administrative, technical, and physical safeguards to protect such information while it is under the Company’s control.

26.5 Company Information

The Customer acknowledges that Netwindy LLC’s pricing, proposals, technical documentation, methodologies, network architecture, software, scripts, automation tools, security practices, business processes, and other proprietary materials constitute Confidential Information and may not be disclosed or used except as necessary to receive the Services.

26.6 Required Disclosure

If either party is required by law, court order, subpoena, or governmental authority to disclose Confidential Information, that party shall, to the extent legally permitted, provide prompt notice to the other party so that appropriate protective measures may be sought.

26.7 Return or Destruction

Upon termination of this Agreement or upon written request, each party shall, where commercially reasonable and subject to applicable legal or regulatory requirements, return or securely destroy the other party’s Confidential Information.

This obligation shall not apply to information retained in routine system backups, disaster recovery systems, archival storage, or where retention is required by law.

26.8 No License Granted

Disclosure of Confidential Information does not grant the Receiving Party any ownership interest, intellectual property rights, license, or other rights except those expressly provided under this Agreement.

26.9 Survival

The confidentiality obligations contained in this Section shall survive the termination or expiration of this Agreement for a period of five (5) years, or for as long as required by applicable law with respect to protected information.

Trade secrets and other information protected under applicable law shall remain confidential for so long as such information qualifies for protection.

26.10 Injunctive Relief

Each party acknowledges that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages alone may be inadequate. Accordingly, either party may seek injunctive relief or other equitable remedies, in addition to any other remedies available at law or in equity, to enforce the obligations contained in this Section.

27. Force Majeure

27.1 Force Majeure Events

Netwindy LLC shall not be liable for any delay, interruption, failure to perform, or inability to provide Services resulting from events beyond its reasonable control (“Force Majeure Events”).

Force Majeure Events include, but are not limited to:

• Acts of God.
• Natural disasters, including earthquakes, floods, hurricanes, tornadoes, wildfires, or severe weather.
• War, terrorism, civil unrest, riots, or acts of public enemies.
• Pandemics, epidemics, or public health emergencies.
• Labor strikes, lockouts, or labor disputes.
• Utility failures, including electrical power, water, or telecommunications outages.
• Internet outages or failures of upstream service providers.
• Cybersecurity attacks affecting critical infrastructure.
• Governmental actions, regulations, embargoes, or restrictions.
• Supply chain disruptions or shortages.
• Failures of third-party cloud providers, software vendors, manufacturers, or telecommunications carriers.
• Any other event beyond the reasonable control of Netwindy LLC.

27.2 Suspension of Performance

During the existence of a Force Majeure Event, Netwindy LLC’s affected obligations under this Agreement shall be suspended for the duration of the event and for such additional time as may be reasonably necessary to restore normal operations.

27.3 Commercially Reasonable Efforts

Netwindy LLC will use commercially reasonable efforts to mitigate the effects of a Force Majeure Event and to resume normal Service delivery as soon as reasonably practical.

Nothing in this Agreement requires Netwindy LLC to settle labor disputes, incur unreasonable expense, or take extraordinary measures beyond commercially reasonable efforts to overcome a Force Majeure Event.

27.4 Customer Obligations

The Customer’s payment obligations for Services already rendered, products delivered, licenses purchased, and charges accrued prior to the Force Majeure Event shall remain in effect unless otherwise required by applicable law or expressly agreed in writing.

27.5 Third-Party Dependencies

The Customer acknowledges that many Services depend upon third-party providers including cloud platforms, internet service providers, telecommunications carriers, software publishers, manufacturers, and utility providers.

Failures or interruptions affecting such third-party providers may constitute Force Majeure Events where they are beyond the reasonable control of Netwindy LLC.

27.6 Notice

Where commercially reasonable, Netwindy LLC will notify affected Customers of a Force Majeure Event that materially impacts Service availability and will provide updates regarding restoration efforts when practical.

27.7 No Liability

Netwindy LLC shall not be liable for any damages, losses, penalties, service credits, or other claims arising directly or indirectly from a Force Majeure Event.

27.8 Extended Force Majeure

If a Force Majeure Event continues for an extended period and materially prevents Netwindy LLC from providing the affected Services, either party may terminate the affected Service upon written notice, subject to payment of all amounts accrued prior to the effective date of termination.

28. Governing Law and Dispute Resolution

28.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles.

28.2 Venue

Any legal action, suit, or proceeding arising out of or relating to this Agreement or the Services provided by Netwindy LLC shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona.

Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based upon improper venue or forum non conveniens.

28.3 Good Faith Resolution

Before initiating legal proceedings, the parties agree to make a good-faith effort to resolve any dispute through informal discussions between authorized representatives.

Nothing in this Section prevents either party from seeking immediate injunctive relief or other emergency legal remedies where necessary to protect its rights or property.

28.4 Attorneys’ Fees

In any action or proceeding arising from or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, expert witness fees, and other litigation expenses to the extent permitted by applicable law.

28.5 Injunctive Relief

Either party may seek temporary, preliminary, or permanent injunctive relief, or any other equitable remedy, to prevent the unauthorized disclosure of Confidential Information, infringement of intellectual property rights, misuse of Company systems, or other conduct that may result in irreparable harm.

28.6 Statute of Limitations

To the fullest extent permitted by applicable law, any claim arising out of or relating to this Agreement or the Services provided by Netwindy LLC must be commenced within one (1) year after the claim arises or it shall be permanently barred.

28.7 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid or unenforceable provision shall be interpreted or modified, if possible, to most closely reflect the original intent of the parties while remaining enforceable under applicable law.

28.8 No Waiver

The failure of Netwindy LLC to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

No waiver shall be effective unless made in writing and signed by an authorized representative of Netwindy LLC.

28.9 Entire Agreement

This Agreement, together with the Acceptable Use Policy (AUP), any applicable Master Services Agreement (MSA), Statement of Work (SOW), Service Order, Proposal, Quote, Service Level Agreement (SLA), and any other written agreement executed by the parties, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous oral or written agreements, understandings, negotiations, and representations.

28.10 Survival

Any provisions of this Agreement that by their nature should survive expiration or termination, including but not limited to payment obligations, confidentiality, indemnification, limitation of liability, dispute resolution, intellectual property rights, and governing law, shall survive the termination or expiration of this Agreement.

29. General Provisions

29.1 Independent Contractor

Netwindy LLC and the Customer are independent contracting parties. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary relationship, franchise, employment relationship, or other legal association between the parties.

29.2 Assignment

The Customer may not assign, transfer, delegate, or otherwise convey any rights or obligations under this Agreement without the prior written consent of Netwindy LLC.

Netwindy LLC may assign or transfer this Agreement, in whole or in part, to an affiliate, successor, purchaser, or acquiring entity without the Customer’s consent, provided such assignment does not materially diminish the Customer’s rights under this Agreement.

29.3 Notices

All notices required or permitted under this Agreement shall be provided in writing and may be delivered by email, the Netwindy LLC Customer Portal, the Netwindy LLC Billing Portal, nationally recognized overnight courier, certified mail, or other commercially reasonable delivery method.

The Customer is responsible for maintaining current contact information. Notices sent to the Customer’s last known contact information shall be deemed received upon transmission or delivery.

29.4 Electronic Communications

The Customer consents to receive invoices, notices, disclosures, service announcements, policy updates, and other communications electronically.

Electronic communications satisfy any legal requirement that such communications be provided in writing.

29.5 Publicity

Unless otherwise agreed in writing, Netwindy LLC may identify the Customer as a client in customer lists, marketing materials, proposals, presentations, or on its website.

Netwindy LLC shall not disclose Confidential Information or non-public details regarding the Services without the Customer’s prior written consent.

29.6 Intellectual Property

All intellectual property developed, owned, licensed, or otherwise provided by Netwindy LLC, including software, documentation, methodologies, automation tools, scripts, templates, workflows, processes, trademarks, logos, and other proprietary materials, shall remain the exclusive property of Netwindy LLC or its licensors unless otherwise expressly agreed in writing.

29.7 Headings

Section headings and titles are provided solely for convenience and shall not affect the interpretation or construction of this Agreement.

29.8 Interpretation

Unless the context clearly requires otherwise, words in the singular include the plural, words in the plural include the singular, and references to any gender include all genders.

The words “including,” “includes,” and “include” shall be deemed to mean “including without limitation.”

29.9 No Third-Party Beneficiaries

Except as expressly provided in this Agreement, nothing contained herein shall confer any rights or remedies upon any person or entity other than the parties to this Agreement and their respective permitted successors and assigns.

29.10 Amendments

No modification, amendment, or waiver of this Agreement shall be effective unless made in writing by an authorized representative of Netwindy LLC or otherwise expressly permitted under this Agreement.

30. Revisions to this Agreement

30.1 Right to Modify

Netwindy LLC reserves the right to revise, amend, modify, supplement, or replace these Terms of Service, the Acceptable Use Policy (AUP), pricing schedules, service descriptions, policies, procedures, and any other documents incorporated into this Agreement at any time.

30.2 Notice of Changes

Netwindy LLC will provide notice of material revisions by one or more of the following methods:

• Posting the revised Agreement on the Netwindy LLC website.
• Posting notice within the Netwindy LLC Customer Portal or Billing Portal.
• Sending notice by email to the Customer’s primary account contact.
• Providing written notice through another commercially reasonable method.

The Customer is responsible for maintaining current contact information and for periodically reviewing the Terms of Service and related policies.

30.3 Effective Date

Unless otherwise specified, revisions to this Agreement become effective immediately upon publication or on the effective date identified within the revised Agreement.

Where applicable law requires advance notice of certain changes, Netwindy LLC will provide such notice in accordance with those legal requirements.

30.4 Continued Use

The Customer’s continued use of any Netwindy LLC Service after the effective date of a revised Agreement constitutes acceptance of the revised Terms of Service.

If the Customer does not agree to the revised Terms, the Customer’s sole remedy is to discontinue use of the affected Services and cancel the applicable Services in accordance with the Account Cancellation provisions of this Agreement.

30.5 Existing Agreements

If the Customer has executed a separate Master Services Agreement (MSA), Service Agreement, Statement of Work (SOW), or other written contract that expressly supersedes a provision of these Terms of Service, the executed written agreement shall control with respect to the conflicting provision.

All provisions of these Terms of Service that are not expressly superseded shall remain in full force and effect.

30.6 No Oral Modifications

No verbal statement, representation, course of dealing, or prior correspondence shall modify or supersede this Agreement unless expressly confirmed in writing by an authorized representative of Netwindy LLC.

30.7 Customer Responsibility

The Customer acknowledges that it is the Customer’s responsibility to remain informed of the current version of these Terms of Service and all policies incorporated by reference.

30.8 Acceptance

By continuing to purchase, access, or use the Services provided by Netwindy LLC, the Customer acknowledges that it has read, understood, and agrees to be bound by the then-current version of these Terms of Service.