Cyber Services Agreement

1. Services

Triton Networks  will deliver cybersecurity and related managed services as described in the applicable Statement of Work ("Services"). Client acknowledges that Triton Networks may utilize third-party vendors, software, cloud platforms, monitoring tools, consultants, and subcontractors ("Third-Party Providers") to perform or support the Services.

2. Third-Party Providers

Client authorizes Triton Networks to engage Third-Party Providers as reasonably necessary to deliver the Services. Triton Networks will exercise reasonable care in selecting such providers but does not warrant or guarantee the performance, availability, security, or continued operation of any Third-Party Provider.

3. Client Responsibilities

Client shall:

• Provide timely access to systems, networks, accounts, personnel, and information required for Service delivery.
• Maintain valid licenses, subscriptions, and permissions for Client-owned systems and software.
• Promptly implement security recommendations and remediation measures communicated by Triton Networks.

4. Relationship of Parties

In rendering these services, Third-Party Provider shall be acting as an independent contractor and not as an employee or agent of Customer or Triton Networks.  Third-Party Provider and its employees shall have no claims or rights to receive or participate in any employee benefit plans or arrangements of Customer.  As an independent contractor, Third-Party Provider shall have no authority, express or implied, to commit or obligate Customer in any manner whatsoever, except as specifically authorized from time to time in writing by an authorized representative of Customer, which authorization may be general or specific. Nothing contained in this Agreement shall be construed or applied to create a partnership or joint venture.

5. Guarantee of Security

Triton Networks will use commercially reasonable efforts to provide cybersecurity services; however, no security solution can prevent all cyber incidents. Triton Networks does not guarantee that Client's systems will be free from unauthorized access, malware, ransomware, data loss, service interruptions, or other security events.

6. Limitation of Liability

To the maximum extent permitted by law, Triton Networks shall not be liable for:

• Acts, omissions, failures, outages, or security incidents involving Third-Party Providers;
• Cyberattacks, data breaches, ransomware events, or unauthorized access not caused by Provider's gross negligence or willful misconduct;
• Indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, business interruption, or loss of data.

Triton Networks' total aggregate liability under this Agreement shall not exceed the fees paid by Client to Triton Networks during the twelve (12) months preceding the event giving rise to the claim.

7. Confidentiality

Each party shall maintain the confidentiality of non-public information received from the other party and use such information solely for purposes of performing under this Agreement.

8. Term and Termination

Either party may terminate this Agreement upon thirty (30) days' written notice unless otherwise stated in a Statement of Work. Upon termination, Client shall pay for all Services rendered through the termination date.

9. Governing Law

This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles.

10. Entire Agreement

This Agreement, together with any Statements of Work, constitutes the entire agreement between the parties regarding the Services and supersedes all prior discussions and agreements.