Services Agreement

Thank you for selecting Natural Network as your information technology services provider.

This Services Agreement (this "Agreement") is by and between Natural Networks, Inc., with its principal address at 7047 Carroll Rd., San Diego, CA 92121 ("Natural Networks") and the client ("Client") who has executed a Quote (as defined below) with Natural Networks.

1. Services

1. Quote. The Services are described in a quote, order, schedule, proposal, statement of work, or other written, agreed documentation (including agreed email correspondence) specifying the scope of services and rates/fees ("Quote"). Client agrees to this Agreement by either: (i) executing a Quote, or (ii) by clicking or checking "I Accept" or similar language referencing this Agreement. This Agreement along with the Quote constitute a legally binding agreement between Client and Natural Networks. If the terms of the Quote conflict with the terms of this Agreement, the terms of this Agreement shall control unless the Quote expressly states an intent to override the term in this Agreement.
2. Additional Services. Services may be added or modified through an agreed new Quote, a Change Order, or other Client request for out-of-scope work accepted in writing by Natural Networks. Unless otherwise specified on a Quote, Natural Networks is entitled to rely on requests for additional Services made by any Client user, including requests for on-site Services and Services outside of Natural Networks' regular business hours. Natural Networks may, but is not required to, provide any requested additional Services. In all cases, additional or modified Services will be governed by the terms of this Agreement.
3. Hours of Service. Services will be provided by Natural Networks during Regular Business Hours, unless otherwise agreed in a Quote. "Regular Business Hours" are weekdays between 6:00 a.m. and 5:00 p.m. Pacific time, excluding Natural Networks holidays. Natural Networks may charge a higher, premium rate for work done outside of Regular Business Hours at Client's request.
4. Estimated Dates. Natural Networks may specify in a Quote estimated dates for beginning and completing Services. Any estimated dates are for planning purposes only and are not a guarantee; actual dates may vary if Client fails to provide required information, assistance, and/or decisions, access to resources, or for other reasons.
5. Purchase of Third-Party Items. As agreed in a Quote, Client may from time to time purchase from Natural Networks third-party hardware, software, and software-based services ("Purchased Items"). All sales of Purchased Items are final, and Client shall have no right to return purchased Items except pursuant to applicable manufacturer warranty terms. If the Purchased Items include Microsoft software licenses, including for Microsoft 365, then Client agrees that such Microsoft licenses are governed by the terms and conditions of the Microsoft Customer Agreement at https://www.microsoft.com/licensing/docs/customeragreement and that Client will be a party to such Microsoft Customer Agreement with Microsoft.
6. Compliance. Client agrees to comply with all applicable laws, rules and regulations when making use of the Services and its IT systems.
7. Location of Services and Service Conditions. Unless otherwise agreed in a Quote, all Services will be performed remotely by Natural Networks from Natural Networks' locations. For Services performed at other locations, Natural Networks may delay or decline providing Services if Natural Networks believes the conditions are not safe. Outside work will only be performed weather permitting. Natural Networks will in no event be obligated to perform on-site Services at any home office. On-site Services will be provided for business office locations only.
8. Third-Party Tools. Natural Networks may use third-party software tools and services (whether procured by Natural Networks or Client, "Third-Party Tools") to assist in providing Services. Certain Third-Party Tools may be provided to Client by Natural Networks for Client's use in connection with the Services. Client agrees as follows with respect to Third-Party Tools:
   1. Client agrees to, and will abide by, all Third-Party Tool license and agreement terms for Third-Party Tools used by Client.
   2. Client agrees that Natural Networks is not responsible for any defects in, or issues or damages caused by, any Third-Party Tools (including data breaches caused by any Third-Party Tools).
   3. Client may use Third-Party Tools and Natural Networks IP (defined below) solely in connection with the Services. Client has no right or license to use Third-Party Tools and Natural Networks IP outside the scope of the Services or after termination of the applicable Schedule, unless otherwise agreed by Natural Networks.

9. Access to Client Systems. Client hereby authorizes Natural Networks to remotely access, connect to and manage Client systems as required for the Services.

2. Fees and Payment

1. Fees. Client agrees to pay Natural Networks the fees and other amounts set forth in the Quote. All fees are subject to change upon renewal of the Quote. Any hourly rates and per-task fees set forth in a Quote are fixed for the first year of a Quote and may be increased once per year thereafter. To the extent any fees are based on charges from third-party providers, such fees may increase from time to time proportionately based on increases imposed by such third-party providers.
2. Managed Services Fee. Monthly managed Services fees are subject to change by Natural Networks upon notice to Client based on changes in the number of users, number of Covered Systems (defined below), other material changes in Client's environment, and otherwise as set forth in this Agreement. The monthly fee will not be reduced below the initial amount set forth in the Quote. In addition, managed services fees may be increased by Natural Networks in its discretion once every twelve (12) months. If any such increase exceeds three percent (3%) plus the increase in CPI during such period, then Client will have the right to terminate this Agreement upon written notice to Natural Networks given within sixty (60) days of becoming aware of the fee increase.
3. Rates. Unless otherwise agreed in the Quote, Natural Networks' current standard rates will apply to Services, with on-site time billed with a 1-hour minimum and in 15 minute increments after the first hour and remote time billed in 15-minute increments. Trip charges are applicable on all on-site engagements unless otherwise specified. The minimum charge for any on-site engagement is based on a 1-hour visit plus Natural Networks' current trip charges.
4. Terms. All invoices will be delivered electronically and are due within thirty (30) days after the invoice date. All payments under this Agreement shall be made in United States dollars and are non-refundable. Late payments are subject to interest at the rate of eighteen (18) percent annually, or the maximum amount allowed by applicable law if lower, calculated from the date when payment becomes overdue until payment is made. Client shall be responsible for Natural Networks' costs of collecting late payments. Client's agreement to the Quote constitutes a valid purchase order for the Services associated with that Quote including any additional Services performed related to that Quote.
5. Credit Authorization. Invoice terms are subject to Client credit approval. Client hereby irrevocably authorizes Natural Networks and gives its express and unconditional consent under all applicable privacy laws for Natural Networks to obtain credit information and check financial references regarding Client for the purpose of assessing Client's credit worthiness. Client will promptly execute and deliver to Natural Networks such documents and assurances which may be reasonably requested from time to time to carry out the intent and purpose of such assessments.
6. Invoice Disputes. Client may withhold payment of fees disputed by Client, but only if: (i) such dispute is made in good faith; (ii) Client provides Natural Networks with notice of such dispute prior to the invoice due date; (iii) Client pays any undisputed portions of the invoice; and (iv) Client negotiates in good faith with Natural Networks a prompt resolution of the dispute. Client waives any right to dispute an invoice more than ninety (90) days after the invoice date. Natural Networks may correct billing errors at any time.
7. Taxes. Fees and prices are exclusive of all applicable taxes. Client agrees to pay all federal, state, local and other taxes based on this Agreement and/or the Services and Purchased Items, excluding taxes based on Natural Networks' net income. If Client claims tax-exempt status for any purpose in connection with this Agreement, Client represents and warrants that it is a tax-exempt entity and will provide Natural Networks upon request with a correct copy of Client's tax-exempt certificate(s).
8. Expenses. Client shall reimburse Natural Networks for all reasonable out-of-pocket expenses incurred by Natural Networks in connection with providing Services under this Agreement that are approved by Client, including but not limited to travel and shipping expenses.

3. General Client Requirements. Client will, at its own cost:

1. Cooperate with and reasonably assist Natural Networks in the performance of the Services and interact with Natural Networks in a professional and courteous manner, including by promptly providing access for Natural Networks' personnel to locations, resources, information, and the assistance of informed personnel required by Natural Networks to carry out the Services hereunder. Client acknowledges and agrees that Natural Networks may as reasonably necessary or helpful for the Services: (i) recover data from Client systems; (ii) access Client systems and discover Client passwords, and (iii) utilize software and hardware tools in Client's network.
2. Remain solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client data, information, and materials ("Client Content").
3. If Services are performed at Client's place of business, furnish full and safe access to Client's office, networks and systems by Natural Networks' personnel, including as applicable parking, internet access, and workspace
4. Provide any passwords necessary for Natural Networks' personnel to perform requested tasks.
5. Allow Natural Networks access to Client's systems and networks to remove Natural Networks' equipment, software, alert settings, and accounts from Client's facilities and networks, upon request and upon termination or suspension of Services.

4. Term; Termination.

1. Term. This Agreement is effective beginning on the date the Quote is accepted by Client and will continue until terminated as set forth herein. Each Service will have an identified term (a Service may have the same term as other Services, or could have its own independent term that is different from other Services). Unless specified otherwise in the Quote, the term for each Service in the Quote will begin on the date that Natural Networks begins supplying the Service.
2. Renewal. Excluding Quotes applying to one-time consulting services only, the Quote term automatically renews for subsequent annual terms immediately following the end of the initial term specified in the Quote, unless either party gives at least 30 days written notice of termination prior to the end of the current Quote term. Client may request a month-to-month renewal term for any Service. Natural Networks may in its sole discretion agree to such a request. If a month-to-month renewal request is agreed, then the fees for such Service will increase by a minimum of 10% from the prior fees.
3. Termination for Breach; Suspension. Either party may terminate this Agreement if the other party materially breaches this Agreement, and such breach is not cured within thirty (30) days after written notice. Notice of the breach must include specific details regarding the breach. Natural Networks may suspend some or all of the Services upon notice to Client if Client materially breaches this Agreement, including but not limited to by not paying any fees or costs due.
4. Termination for Convenience. Except as expressly set forth otherwise in the Quote, either party may terminate this Agreement for convenience upon at least sixty (60) days prior written notice, subject to Section 4(e) below.
5. Early Termination Fees. If Client provides notice of termination for convenience before the end of the term of the Quote, or if Natural Networks terminates this Agreement due to Client's uncured material breach per Section 4(c), then Client shall pay an early termination fee equal to Client's average monthly fees (based upon the prior three months) under the Quote, times the number of months remaining in the Quote term. This sum shall become immediately due without any further demand by Natural Networks. The parties acknowledge that Natural Networks' actual damages arising from such termination would be difficult to determine with accuracy and, accordingly, have agreed to the foregoing early termination fees, which the parties acknowledge are a reasonable estimate of Natural Networks' losses.
6. Survival. Sections 4(d), 4(e), 4(f), 5, 6, 7(c), 8, 9, 10, 14, and 15 of this Agreement shall survive termination or expiration of this Agreement. Termination of this Agreement will not affect any accrued rights or liabilities of either party. For avoidance of doubt, certain Purchased Items (such as third-party software subscriptions) may have different agreed terms than the overall Quote, and Client also agrees to pay for such Purchased Items for the entire committed term, regardless of any early termination of the overall Quote. Fees for partial months at the end of any early termination of a Quote will not be prorated; the entire monthly fee will apply.
7. Separation Services. So long as Client has paid all of its fees in full, upon termination Natural Network will provide commercially reasonable Services in support of Client's transition to internal support or another services provider, in accordance with Natural Networks' then-standard separation services documentation at [URL] and at Natural Networks' then-current rates.

5. Confidentiality

1. Definition. "Confidential Information" means any business, financial or technical information or data that is disclosed by one party to the other party pursuant to this Agreement that is marked as confidential or that, due to the nature of the information or circumstances surrounding its disclosure, would reasonably be recognized as confidential. Confidential Information does not include information that: (i) is or becomes publicly known or available without breach of this Agreement; (ii) is received by a receiving party from a third party without breach of any obligation of confidentiality; (iii) was previously known by the receiving party as shown by its written records; or (iv) is independently developed by the receiving party. The terms of this Agreement including the Quote, and Natural Networks IP (defined below), are all the Confidential Information of Natural Networks.
2. Confidentiality Obligations. A receiving party agrees: (i) to use the Confidential Information of the disclosing party solely for the purpose of performing its obligations or exercising its rights under this Agreement; (ii) not to disclose such Confidential Information to third parties, except to its employees and contractors who have a need to know such information for the purpose of this Agreement; and (iii) to protect the disclosing party's Confidential Information with the same degree of care that it uses to protect its own Confidential Information, but no less than a reasonable standard of care. A receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, unless prohibited by law, such party shall inform the other party as soon as practicable, prior to any such required disclosure.

6. Intellectual Property

1. Ownership. Client agrees that Natural Networks and its third-party licensors and suppliers own all right, title and interest, including all intellectual property rights, in the Services, the results of the Services, and all software, tools, scripts, configurations including Cloud PBX, switch, and firewall configurations, documentation, methods, procedures, and materials provided or used by Natural Networks ("Natural Networks IP"). Natural Networks reserves all rights in the Natural Networks IP not expressly granted under this Agreement. Client shall not: (1) use or allow use of Natural Networks IP to provide service bureau or other IT services to third parties; or (2) reverse engineer, decompile, disassemble, sublicense, transfer, modify or change any Natural Networks IP, or attempt to do any of the foregoing. Subject to payment for the associated Services, except to the extent a third-party provider's license terms apply, Natural Networks grants Client a worldwide, non-exclusive, non-transferable, royalty-free license to use Natural Networks IP incorporated in deliverables provided by Natural Networks to Client during the term of such Services, solely in support of Client's business operations.
2. Client Data and Third-Party Systems. Client retains sole ownership of all Client Data. Client shall defend, indemnify, and hold Natural Networks and its officers and employees harmless against any claim or suit, and all associated damages, costs, liabilities, and expenses, which alleges that any Client Data or that Natural Networks' access to third party software or hardware required for the Services infringes or misappropriates any third-party intellectual property or other right.

7. Warranty

1. Purchased Items. Natural Networks does not offer or provide warranty services on any Purchased Items. Natural Networks will pass along any manufacturer warranties on Purchased Items, to the extent that it is able. Client is responsible for working with individual product manufacturers on warranty issues. If within the scope of agreed Services, at a mutually agreed fee, Natural Networks will help coordinate the resolution of product warranty issues.
2. Limited Warranties. Each party warrants that it has full authority to enter into this Agreement and is not bound by any contractual or legal restrictions from fulfilling its obligations hereunder. Natural Networks warrants that the Services will be provided in a professional and workmanlike manner, using personnel that are qualified. Client must provide notice of a breach of the foregoing warranty, along with substantiating documentation, within thirty (30) days after the delivery of the Services. If Client does so, Natural Networks will, as Client's sole remedy, use reasonable commercial efforts to correct the breach at no additional charge. Client warrants that it has all required licenses and consents from third parties authorizing Natural Networks' access and use of software, documentation, and data made available to Client by such third parties, as required for Natural Networks to perform its Services.
3. Disclaimer. Natural Networks does not warrant that the Services will be provided uninterruptedly or error-free. Client agrees that: (i) Natural Networks does not promise or guarantee that it will resolve all issues or "bugs" in in any software, systems or technology ("Systems"), and (ii) a failure by Natural Networks to resolve any issue or series of issues in a System is not a breach of this Agreement. Natural Networks is in no way liable for defects or "bugs" in any Systems, or for correcting errors introduced into data or software due to failure of Systems, or for any cost of reconstructing software or lost data. Except to the extent set forth in a Quote, Client agrees that Client has the sole responsibility for securing and backing up its data. NATURAL NETWORKS IS NOT RESPONSIBLE FOR CLIENT'S FAILURE TO MAINTAIN ADEQUATE BACKUPS, NOR FOR THE COST OF RECONSTRUCTING DATA STORED ON BACKUP SYSTEMS. Except as expressly set forth in this Agreement, Natural Networks and its suppliers make no warranties, express or implied, including but not limited to any implied warranties of merchantability; fitness for a particular purpose; or arising as a result of Client usage in the trade or by course of dealing.

8. Limitation of Liability.

1. General. The parties agree that it is impossible to guarantee: (i) the trouble-free performance and security of computer hardware, software, networks, environments, and systems; (ii) the reliability of any technology or technology-related asset; and (iii) the applicability, outcome or performance of any training or the behavior of any human resources, all regardless of whether procured, provided, installed, managed, supported, administered, trained and/or supervised by Natural Networks, or in any way associated with the Services. Accordingly, Client and Natural Networks agree to the limitations of liability and damages in this Section 8.
2. Limitations. Client agrees that the maximum aggregate liability of Natural Networks or any of its suppliers relating to this Agreement and the Services shall be limited to the amount of fees received by Natural Networks from Client under the Quote during the prior six (6) months. In no event shall either party or any of its suppliers be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property or death; or any lost sales, profits or data, or loss of use of systems, even if a party is told that any of such damages may occur. In no event is Natural Networks liable for any systems related to medical devices, other life-saving devices, real time controls for critical processes, or other systems the failure of which might cause injury or death, including any interface to any such systems. Natural Networks provides contracted services as a contractor and is not a fiduciary with any fiduciary duties of care to Client. No action, regardless of form, arising out of or relating to this Agreement shall be brought by either party more than one (1) year that the cause of action accrued.
3. Security.
   1. Natural Networks may provide Services designed to assist in securing Client's technology environment. However, Client agrees that Client remains solely responsible for the security of its organization and its systems, developing its own security policy, and periodically testing its security to make sure it meets the requirements of its security policy. Due to the nature of malicious actors and governments, Natural Networks cannot and does not guarantee or certify the security of any current or future Client systems or networks. Any review or recommendations made by Natural Networks regarding the security of Client's systems and networks are made in good faith but are not guaranteed to be accurate, complete, or successful in securing Client's systems and networks. Any changes made to a Client network or system may have direct or indirect impacts that are negative to security. Natural Networks cannot anticipate every possible consequence of such changes.
   2. Unless expressly set forth otherwise in a Schedule, Services provided by Natural Networks will not include the remediation or restoration of systems affected by a data breach, ransomware or other security event. Natural Networks may in its discretion assist Client with such matters at its standard rates (unless a different fee arrangement is agreed). Client hereby releases, indemnifies, and holds harmless Natural Networks and its employees, agents, officers, and directors from all claims, liability, losses, damages, and expenses including attorney's fees, related to a security breach or event involving Client systems or Client data unless a court determines that such security breach or event is caused solely by Natural Networks' gross negligence or willful misconduct.
   3. Client is specifically advised to obtain appropriate cybersecurity insurance to cover damage caused by data breach, ransomware, and other cybersecurity issues. Client should evaluate and independently determine its coverage needs for its cybersecurity and related insurance. Upon request, Client will provide Natural Networks with information regarding Client's cybersecurity insurance for Natural Networks' records. Natural Networks may in its sole discretion, upon request and at Natural Networks' applicable rates, assist Client in Client's applications for cybersecurity insurance, but Client is solely responsible for attesting to the content of its insurance applications. Natural Networks may in its discretion carry its own insurance coverage for cybersecurity or data breaches. Client agrees that any such coverage is not intended to, and will not, cover any intrusions or losses to Client systems or data.
4. Assistance with Compliance. Natural Networks may, as agreed in a Schedule, assist Client in reviewing Client's compliance with the technical aspects of certain laws, regulations, and standards. The parties agree that, in connection with any such Services:
   1. Natural Networks does not provide any certification services and does not certify Client's compliance with any laws, regulations, or standards.
   2. Natural Networks also does not provide any legal services or advice and does not warrant or guarantee that its Services will satisfy any Client compliance or legal obligations. Client is specifically advised to obtain and use legal counsel to provide legal advice regarding Client's compliance requirements and to review the Services and deliverables provided for compliance with laws, regulations, standards, and other requirements.
   3. If compliance requirements change during the term of the applicable Schedule, the parties will negotiate in good faith an increase in the fees for providing such compliance-related services.

9. NN Equipment

1. NN Equipment. Natural Networks may in connection with the Services deliver to Client and install appliances, devices and other equipment helpful in providing the Services that is owned by Natural Networks ("NN Equipment"). Client agrees that the NN Equipment is the sole and exclusive property of Natural Networks. Client will keep the NN Equipment free and clear from liens or encumbrances of any kind.
2. Access. Client agrees to provide Natural Networks and its authorized agents access to Client premises during regular business hours upon reasonable notice during and after the term of the Quote to install, connect, inspect, maintain, replace, or disconnect or remove the NN Equipment, to install associated software, and to conduct an audit of the NN Equipment. Natural Networks shall have the right to upgrade, modify and enhance NN Equipment and associated software from time to time through downloads from Natural Networks' network or otherwise.
3. Termination. Client agrees that, if the Quote is terminated, Client has no right to possess or use the NN Equipment. Client agrees to arrange for the return of NN Equipment to Natural Networks, in the same condition as when received (excepting ordinary wear and tear), upon termination of the Quote. Natural Networks will charge Client a continuing monthly fee until any outstanding NN Equipment is returned to Natural Networks. Natural Networks may retrieve any such NN Equipment not returned by Client.
4. Loss. Client agrees to pay Natural Networks for the replacement cost of the NN Equipment as reasonably determined by Natural Networks if (i) the NN Equipment is destroyed, lost, or stolen, or (ii) the NN Equipment is damaged (excluding equipment malfunction through no fault of Client) while in Client possession. Client agrees to return any damaged NN Equipment to Natural Networks. Client shall not be required to pay Natural Networks if the damage or destruction of the NN Equipment arises out of the acts or omissions of Natural Networks or its agents, employees or subcontractors.
5. Tampering. Client will not and will not allow others to: (i) open, alter, misuse, tamper with or remove the NN Equipment, (ii) use the NN Equipment in a manner contrary to this Agreement, (iii) remove any markings or labels from the NN Equipment indicating Natural Networks ownership or serial or identity numbers, or (iv) modify or repair the NN Equipment. Client will reasonably safeguard the NN Equipment from loss or damage.

10. Use of NN Network

1. Acceptable Use Policy. Natural Networks exercises no control over, and accepts no responsibility for, the content of Client information passing through Natural Networks' computers and network devices (the "NN Network"). Client agrees that all Client use of the NN Network and the Services must comply with the then-current version of the Natural Networks Acceptable Use Policy ("AUP") located at URL https://www.naturalnetworks.com/AUP, which is hereby incorporated into this Agreement. Natural Networks reserves the right to amend the Policy from time to time, effective upon posting of the revised Policy at the URL or other notice to Client. Natural Networks may suspend the Services or terminate this Agreement or the Quote effective upon notice to Client if Client materially violates the AUP. Client shall defend and indemnify Natural Networks from and against any claim, suit, damages and losses arising from or relating to Client's use of the Services, including any claim arising from a violation or alleged violation by Client of the AUP.
2. IP Numbers. Any Internet Protocol numbers ("IP Numbers") assigned to Client by Natural Networks in connection with the Services shall be used by Client only in connection with the Services. If the applicable Services are terminated for any reason, or if Client otherwise discontinues use of such Services, Client's right to use the IP Numbers associated with such Services shall terminate.

11. VoIP Telephone Services. THIS SECTION APPLIES TO TELEPHONE SERVICES ONLY

1. VoIP. Natural Networks provides Voice over Internet Protocol ("VoIP) Service on a reasonable efforts' basis. Under normal circumstances VoIP Service will provide a reliable and good quality communication path; however, the overall reliability of the internet circuit supporting VoIP Service always be available cannot be guaranteed. Force Majeure events (per Section 16(g) below) outside of Natural Networks' control can affect the availability of VoIP Service.
2. Compatibility. Client acknowledges and agrees that VoIP Service may not be compatible with all non-voice communications equipment, including, but not limited to home security systems, satellite television systems, fax machines, computer modems, and medical equipment. Client waives all claims against interference or disruption of these services and equipment. Natural Networks does not guarantee the service of modems and faxes over the VoIP Service. Some devices communicate well with this type of Service, while others do not.
3. 911. Client acknowledges that 911 Service through VoIP may contain differences than 911 service provided by other types of phone systems. Only one main business address will be registered with each phone number. If phones are moved to different locations, then Client is responsible for providing Natural Networks with the updated information and there may be a delay before the information is updated. Home addresses are not registered for 911 services. .
4. Moving Devices. If a user moves a VoIP device to another location, the address must be updated with Natural Networks. Client may register only one location at time per telephone number. If the location is not updated, 911 calls may be sent to an emergency center near the old address. When the location is updated, it can take several hours to activate 911 service at the updated address. The user will receive an email letting the user know when 911 service is activated at the updated address.
5. Power Outage. Client acknowledges that Natural Networks telephone and 911 Service will not function in the event Client has a power outage or Internet outage, Client modifies its outgoing phone number, or Internet Service Provider (ISP) or Natural Networks Service is suspended or terminated.
6. Disclaimer. Natural Networks disclaims all responsibility and liability for any VoIP Service or for the failure of any 911 or E911 call. . Natural Networks is not liable or responsible if the data used by a third party to route calls is incorrect or produces an erroneous result or results in the delay of the delivery of emergency services. Client agrees that neither Natural Networks nor its officers or employees will be liable for any claim, damage, or loss, fine, penalty, cost, and expense (including, without limitation, attorney's fees) by, or on behalf of, Client or any third party or user of the VoIP Service or relating to such Service, including, without limitation, 911 dialing, or a user device.
7. Telephone Services Fee. The monthly fee for Natural Networks telephone Service, or a monthly fee for Services that includes such telephone Service, may be increased on notice to Client to take into account increased charges imposed on Natural Networks by its providers, Government, or regulatory body, including but not limited to any new or increased taxes. Any such increase shall be proportional to the increase imposed by the provider, Government, or regulatory body.

12. Managed Services Terms. THIS SECTION APPLIES TO MANAGED SERVICES ONLY, AND ONLY TO THE EXTENT THAT SPECIFIED SERVICES ARE INCLUDED IN THE QUOTE

1. Managed Services Terms Generally
   1. Managed Services covers only the systems, software, devices, networks, services, and applications identified in the Quote ("Covered Systems"). All Client systems at a covered Client location must be included in the managed Services scope, unless otherwise agreed in writing by Natural Networks in its sole discretion; provided that Natural Networks may in its sole discretion determine that any systems, equipment, or services are not suitable for the provision of managed Services.
   2. Client acknowledges and agrees that Natural Networks may install one or more software agents on the Covered Systems, for the purpose of enabling monitoring, patching, and technical support functions. Client agrees not to disable, delete, or modify the functioning of any such software agents.
   3. Monitoring may not be available for all Covered Systems. Natural Networks will review, diagnose and respond to any alerts related to the Covered Systems during Regular Business Hours only unless otherwise set forth in the Quote.
   4. Upon termination of this Agreement, Natural Network will be provided the opportunity to remove all of its agents from Covered Systems. Natural Networks is not responsible for any issues caused by Client's or a third party's removal of such agents.
   5. Natural Networks is not liable or responsible for defects or "bugs" in any software or systems, or for correcting errors introduced into the data, programs, or any other software due to hardware failure, or for any cost of reconstructing software or lost data. Any support required to restore data integrity, such as, but not limited to, rebuilding corrupted records, examining files, re-installation of operating systems or other software, or rebuilding databases, is outside the scope of the Services unless agreed in writing by Natural Networks.
   6. Natural Networks reserves the right to utilize the services of manufacturer's representatives for repairs to hardware provided by those manufacturers under separate service contracts.
   7. Client acknowledges that patches may cause operating difficulties or "break" other software or systems and agrees that Natural Networks is not responsible for the potential adverse effects of applying any patches.
   8. Backup of systems, data, or files stored only on public cloud-based document systems (such as Dropbox, Box, and Google Drive) are not included in unless listed in the Quote.
   9. Client accepts responsibility to manage its environment and to take steps to mitigate loss of data, interruption of service or any element disruptive to any backup service. Client understands and agrees that identification of files and data to be included in any backup are the sole responsibility of Client. Natural Networks recommends that Client always have verified multiple backups before purging any database or accounting system. Natural Networks will not be responsible for any losses due to any backup Service failing to report a problem, failure of an automated notification system, any other failure of systems and processes related to such monitoring.
   10. A formal disaster recovery or business continuation plan is NOT part of this Agreement unless specifically agreed in writing by Natural Networks in the Quote. Although the Services to be provided under the Quote may help provide IT continuity and will, under certain conditions, help to recover from certain disasters, nothing in the Quote should be considered a formal disaster recovery or business continuity plan. If Client requires a disaster recovery or business continuity plan, including testing of the plan, Natural Networks may as agreed assist Client with the development of such a plan at an additional fee.
   11. Client will keep Natural Networks updated with all information required to enlist any vendor's technical support including e-mail and phone contact information along with any customer codes or access information that may be required. All vendor and third-party technical maintenance and support fees are the responsibility of Client.
   12. Currently, managed Services fees for additional workstations added to a managed Services Quote are $59 per month per workstation, and managed Services fees for additional servers are $139 per month, per server. The current fee for setup of computers not purchased through Natural Networks, except for new Macs, is a one-time charge of $250 The fees in this Section are subject to change without notice to Client.
2. Out of Scope. The following items are out of scope for managed Services but may be provided by Natural Networks upon written agreement of the parties. Fee estimates will be provided upon request. Separate Statements of Work may be necessary:
   • Projects (e.g., implementation of new servers, server upgrades, line of business application upgrades, large workstation replacement, generally any task over 4 hours)
   • Relocation services, including any moves, adds, changes
   • Training services
   • Third-party data recovery fees
   • Software development services
   • Security camera systems support
   • Cabling services and telecommunications support, including cabling adds/moves/changes
   • Support for home PC's and home-based equipment (unless expressly included as a Covered System)
   • Support for mobile phones and tablets (except for assistance with connecting phone email to Client's email system)
   • Items not covered by manufacturer warranty, such as replacement parts, may incur additional charges including, but not limited to, the cost of required replacement part.
   • Equipment service or repair made necessary due to unreasonable adverse environmental conditions or equipment applications beyond those for which the equipment was designated.
   • Services necessitated due to adverse conditions created by acts of God, building modifications, etc.
   • Service and repair made necessary by the repair, alteration or modification of equipment covered by this Agreement other than that authorized by Natural Networks or an authorized service agency will be subject to separate additional charges. This includes, but is not limited to, repairs, alterations, software installations or modifications of equipment made by employees or agents of the Client.
   • Disaster recovery initiatives
   • Incident response to remediate ransomware attacks

1. Client Responsibilities. With respect to managed Services, Client will have the sole responsibility, at its own cost, to:
   • Maintain Client site conditions in a reasonable and clean manner and as specified by applicable system manufacturers
   • Maintain 3rd party support/maintenance agreements for all Covered Systems and line of business software under Vendor Management
   • Cover the cost of replacement parts, equipment, and shipping charges of any kind
   • Pay all third-party software license fees, renewal fees, or upgrade fees of any kind (except in connection with software provided by Natural Networks in support of the Services
   • Cover the cost of any third-party vendor or manufacturer support or incident fees of any kind
   • Not attempt to repair or modify any Covered Systems
   • Keep all security / administrator level passwords secured from user or 3rd party

Client agrees that any Services required due to Client's failure to meet the above responsibilities will be separately charged to Client.

13. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that such consent shall not be necessary for an assignment made to a party's affiliate or to its successor in connection with the sale of all or substantially all of such party's business or portion of such party's business to which this Agreement relates.

14. Informal Dispute Resolution. The parties shall attempt in good faith to resolve any controversy, claim or dispute of whatever nature arising out of or relating to this Agreement ("Dispute") promptly by negotiation between executives or managers who have authority to settle the Dispute and who are at a higher level of management within each of the parties' organizations than the parties' appointed project or account managers. Each party shall provide the other with all information and documentation relied upon by the party to substantiate its position with respect to the Dispute.

15. Other Provisions

1. Publicity. Natural Networks may include Client's name and logo in a list of Natural Networks clients and as a user of the Services.
2. Independent Contractors. The parties are independent contractors, and nothing in this Agreement shall be construed as creating a joint venture, partnership, agent or employment relationship between Natural Networks and Client. Client agrees that Natural Networks may use subcontractors to perform Services.
3. Non-Solicitation. Unless agreed in writing by Natural Networks, Client shall not, at any time during the term of this Agreement and for a period of one (1) year following termination of this Agreement (the "Restricted Period"), solicit, hire or retain (each such action a "Recruitment") any current or former employee or independent contractor of Natural Networks with whom Client had business contact during the twenty-four (24) month period immediately prior to any such Recruitment ("Lookback Period") as a result of the relationship between Natural Networks and Client reflected in this Agreement ("Restricted Personnel").

The foregoing restriction applies only if the Restricted Personnel is Recruited to perform services for Client or any third party that are the same or similar to those services that such Restricted Personnel performed for Natural Networks during the Lookback Period, or services that compete with Natural Networks' business to which the Restricted Personnel materially contributed ("Restricted Services"). During the Restricted Period, Client shall not: (1) cause or encourage Recruitment by any party of any Restricted Personnel to perform Restricted Services; (2) cause or encourage any Restricted Personnel to reduce or terminate such Restricted Personnel's relationship with Natural Networks; or (3) otherwise interfere with the employment or contracting relationship between Natural Networks and any Restricted Personnel.

For purposes of this Section, a person ceases to be considered Restricted Personnel twelve (12) months after such person's employment or engagement with Natural Networks is terminated.

If Natural Networks agrees in writing for Client to hire or engage Restricted Personnel, then, Client will pay Natural Networks a fee equal to the greater of: (A) such Restricted Personnel's most recent annual salary and bonus or (B) the salary and bonus offered to such Restricted Personnel by Client. Client agrees that this fee is not excessive, as a fair and reasonable estimate of the loss suffered by Natural Networks as a result of any Client hiring or engaging any Restricted Personnel.

4. Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and delivered to the addresses listed on the Contact section of the Cover Page of this Agreement either: (i) by personal delivery; (ii) by certified mail; (iii) by nationally recognized overnight courier; or (iv) by email, so long as email receipt is confirmed, and shall be effective upon receipt. Notices of price increases and other routine business communications may be provided by email without the requirement of confirmation of email receipt.
5. Entire Agreement; Amendments. This Agreement (including the Cover Page and all Quotes) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, discussions and agreements between the parties concerning its subject matter. Client acknowledges and agrees that, in entering into this Agreement, Client has not relied on any information or promises not in this Agreement. Natural Networks will have no obligation to provide any services, software, networking, or hardware except as specifically set forth in this Agreement. This Agreement may not be modified or waived except in a written document, signed by both parties. Any additional or conflicting terms on any Client purchase order shall be void and without effect.
6. Applicable Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sales of Goods does not apply this Agreement. The parties submit to the jurisdiction of the state and federal courts sitting in San Diego County, California, and agree that such courts shall have sole and exclusive jurisdiction over all disputes and causes of action involving such parties that arise out of or in connection with this Agreement. In any action brought by a party related to this Agreement, the prevailing party shall be entitled to collect from the other party its reasonable litigation costs and attorney's fees and expenses.
7. Force Majeure. Except for Client's payment obligations, each party shall be excused from performance and shall not be liable for any delay or failure caused by events outside of its reasonable control, including without limitation acts of war, terrorism, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, pandemic, failure of the Internet, act of any government affecting the terms hereof, hurricane, earthquake, flood or other act of God.
8. Third-party Beneficiaries. There are no intended third-party beneficiaries of this Agreement, and nothing in this Agreement may be relied upon by, or shall benefit, any party other than Natural Networks and Client.
9. Severability. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability shall not affect the other provisions of the Agreement and all provisions not affected shall remain in full force and effect.
10. Headings and Counterparts. Headings to clauses are for ease of reference only and will not affect the interpretation of this Agreement. This Agreement may be executed in any number of counterparts and by the parties upon different counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same agreement.
11. Electronic Signatures. The parties agree that this Agreement and all Quotes may be submitted and signed electronically by digital signatures or other electronic manifestation of acceptance. Such signatures will be fully binding on the parties, in the same manner as if physically signed and submitted by a party. Each party waives any objection that its digital signatures and acceptances are not valid.