Hermetic Networks, Inc. — Terms and Conditions

Version 2.1 — Effective 6/1/2026

These Terms and Conditions (these "Terms") govern all proposals, quotations, statements of work, orders, engagements, and services provided by Hermetic Networks, Inc., a Virginia corporation with offices at 7637 Hull Street Rd., Suite 202, Richmond, Virginia 23235 ("Hermetic," "Service Provider," "we," or "us"), to any customer ("Customer" or "you"). Please read them carefully. They contain limitations of liability, disclaimers of warranty, a jury-trial waiver, and other important provisions.

1. How these Terms apply

1.1 Acceptance. By signing a proposal, quotation, statement of work, change order, or other document that references these Terms (each, a "Proposal"); by issuing a purchase order; by paying any deposit, retainer, or invoice; by providing written or electronic authorization to proceed; or by otherwise authorizing or permitting Hermetic to begin work, Customer acknowledges that it has had an opportunity to review these Terms and agrees to be bound by them. The earliest of these events constitutes acceptance.

1.2 Incorporation by reference. Each Proposal incorporates these Terms by reference. Together, the Proposal and these Terms form the complete agreement for that engagement, and neither is effective without the other.

1.3 Order of precedence. If there is a conflict among the documents that make up the Agreement, the following order controls: (a) first, any separate master services or managed services agreement signed by both parties that expressly governs the engagement; (b) second, the signed Proposal and its exhibits; and (c) third, these Terms. A Proposal supersedes these Terms only where it expressly states that it is doing so.

1.4 Version control. The version of these Terms in effect on the effective date of a Proposal governs that engagement for its duration. We may update these Terms from time to time; updated versions apply only to Proposals accepted on or after the update's effective date and do not retroactively change the terms of any engagement already underway. Each version is identified by the version number and effective date shown above.

1.5 Entire agreement. The Agreement is the sole and entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings, proposals, and communications, whether written or oral.

1.6 Website Availability. These Terms are maintained at the URL referenced in the applicable Proposal. A copy will be provided upon request. Temporary unavailability of the website hosting these Terms does not affect their validity, enforceability, or incorporation into any Proposal referencing the applicable URL and version.

2. Definitions

Capitalized terms have the meanings given where they first appear. In addition:

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential, including business affairs, products, services, intellectual property, trade secrets, pricing, and third-party confidential information. It does not include information that is or becomes public without breach, was already lawfully known to the Receiving Party, is independently developed without reference to the Disclosing Party's information, or is lawfully received from a third party without confidentiality obligations.
"Customer Systems" means any equipment, networks, software, accounts, or systems provided or controlled by Customer and used in connection with the Services.
"Deliverables" means all work product and materials delivered to Customer under a Proposal.
"Law" means any applicable statute, regulation, rule, order, or common law of any governmental authority of competent jurisdiction.
"Losses" means all losses, damages, liabilities, deficiencies, judgments, interest, awards, penalties, fines, costs, and expenses, including reasonable attorneys' fees.
"Service Provider Equipment" means any equipment, hardware, software, licensing, cabling, or facilities provided by or on behalf of Hermetic and used in delivering the Services, other than items sold outright to Customer.
"Services" means the professional and/or managed services described in the applicable Proposal.

3. Services and scope

3.1 Scope. Hermetic will provide the Services described in the applicable Proposal, using commercially reasonable efforts and personnel of suitable skill and experience, in a professional and workmanlike manner.

3.2 Limitations. Customer's environment is eligible for the Services provided it is in good condition and meets Hermetic's serviceability and site requirements. Hermetic's ability to perform may be limited by factors outside its reasonable control, including the condition of Customer Systems, third-party products and services, site conditions, and access. Hermetic is not in breach, and is not liable for any resulting cost or delay, to the extent its performance is prevented or limited by any such factor or by any act or omission of Customer.

3.3 Out-of-scope work. Any work not expressly described in a Proposal — including major system changes, custom development, non-standard configurations, data restoration, and remediation of pre-existing or third-party-caused faults — is out of scope and, if performed, will be billed at Hermetic's then-current rates or under a separate Proposal or change order.

3.4 Customer Delays. Customer-caused delays may result in project rescheduling, revised timelines, and additional charges. Hermetic is not responsible for costs, delays, or inefficiencies arising from Customer's failure to provide timely approvals, information, access, credentials, personnel, decisions, or cooperation.

4. Change orders

Either party may request a change to the scope of an engagement. Promptly after Hermetic provides a written estimate, the parties will negotiate the terms of the change, including its effect on fees, schedule, and the Services (a "Change Order"). Neither party is bound by a Change Order unless agreed in writing. Hermetic is not obligated to perform changed or additional work until a Change Order is agreed.

5. Customer responsibilities

Customer will:

5.1 cooperate with Hermetic in all matters relating to the Services and designate a representative authorized to make decisions on Customer's behalf;

5.2 respond promptly to requests for direction, information, approvals, and decisions reasonably required for Hermetic to perform;

5.3 provide timely, safe, and sufficient access to Customer Systems, premises, credentials, personnel, power, internet, and remote access, and provide adequate working conditions for on-site personnel;

5.4 ensure Customer Systems are in good working order and suitable for their intended use, and promptly inform Hermetic of any modification, installation, or service performed on the network by anyone other than Hermetic's authorized personnel;

5.5 obtain and maintain all licenses, consents, and compliance with Law applicable to Customer's business and Customer Systems; and

5.6 be responsible for classifying its own data and for notifying Hermetic in writing of any system, user, or dataset subject to legal, regulatory, or contractual retention or handling requirements.

If Hermetic's performance is prevented or delayed by Customer or its agents, Hermetic is not in breach and is not liable for any resulting cost or delay.

6. Fees, expenses, and taxes

6.1 Fees. Fees are as stated in the applicable Proposal. Unless a Proposal states a fixed fee, Services are billed on a time-and-materials basis at Hermetic's then-current rates, against actual time and materials used.

6.2 Hardware and materials. Equipment, software, licensing, and materials are billed separately and may require prepayment depending on vendor lead times and availability. Special-order and non-stock items are non-cancelable and non-refundable once ordered. Quotations for hardware, software, licensing, subscriptions, cloud services, and third-party products are valid for seven (7) days unless otherwise stated in writing. Pricing may be adjusted to reflect supplier pricing changes occurring before Customer authorization, ordering, or procurement.

6.3 Expenses. Customer will reimburse reasonable, documented, pre-approved out-of-pocket expenses, including travel, shipping, and materials.

6.4 Rate changes. Hermetic may adjust its rates on at least thirty (30) days' written notice. For recurring engagements, rate increases occur no more than once per contract year and will not exceed the greater of (a) the increase in the Consumer Price Index over the preceding twelve months plus two percent (2%), or (b) five percent (5%) of the then-current rate, except as otherwise provided in a signed agreement.

6.5 Taxes. Customer is responsible for all sales, use, excise, and similar taxes on amounts payable, excluding taxes on Hermetic's income or property.

7. Invoicing and payment

7.1 Schedule. Invoicing and payment schedules are as stated in the applicable Proposal. For project engagements, a deposit (typically fifty percent) is required to schedule and reserve work, with the balance invoiced on completion. Absent a stated schedule, invoices are due upon receipt.

7.2 Method. Hermetic's preferred payment method is automated ACH transfer. Credit card payments, where accepted, are subject to a processing fee of five percent (5%).

7.3 Late payment. Amounts not paid when due accrue interest at one percent (1%) per month or the maximum rate permitted by Law, whichever is less. Customer is responsible for reasonable costs of collection, including attorneys' fees, to the extent permitted by Law.

7.4 Suspension. Hermetic may suspend Services, in whole or in part, on written notice if amounts remain unpaid past due. Suspension for non-payment is not a breach by Hermetic, Customer remains responsible for fees during suspension, and no service-level credits accrue during suspension.

7.5 Deposits and refunds. Deposits are non-refundable except as expressly stated in Section 9.3. Except as expressly stated in the Agreement, all payments are non-refundable, as Hermetic makes advance commitments to third-party vendors to provision the Services.

8. Service Provider Equipment

Where Hermetic provides Service Provider Equipment that is not sold outright to Customer, that equipment remains the sole property of Hermetic unless and until purchased by Customer under a written addendum. Customer will use it in a careful and proper manner, keep it in good working order, keep it free of liens, and is liable for its full replacement cost in the event of loss, theft, or irreparable damage from any cause. Upon termination, Customer will permit Hermetic to retrieve such equipment.

9. Term, termination, and effects

9.1 Term. The term of each engagement is as stated in the applicable Proposal or governing agreement.

9.2 Termination for cause. Either party may terminate the Agreement on written notice if the other party materially breaches and fails to cure within fifteen (15) days after written notice (or immediately, if the breach is incapable of cure), or becomes insolvent or subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

9.3 Termination for convenience. For recurring or managed engagements, termination for convenience is governed by the signed agreement for that engagement. For project or fixed-scope engagements, Customer may terminate before completion on written notice, but remains responsible for all Services performed and Deliverables provided through the termination date, all approved expenses and non-cancelable commitments incurred (including ordered hardware and materials), and any deposit, which is non-refundable.

9.4 Effects of termination. On termination or expiration for any reason: (a) Hermetic will deliver Deliverables for which Customer has paid, return or deactivate Customer Systems and Customer Materials in its possession, remove Service Provider Equipment, and, at Customer's written request and expense, provide reasonable transition assistance; (b) Customer will pay for all work performed and approved expenses incurred through the effective date of termination; and (c) each party will, on request, return or delete the other's Confidential Information, except that Customer may retain Confidential Information embedded in or necessary to use the Deliverables.

9.5 Survival. Sections that by their nature should survive — including Sections 6 through 18 and 20 through 22 — survive termination or expiration.

9.6 Deliverable Acceptance. Deliverables shall be deemed accepted upon the earliest of: (a) Customer's written acceptance; (b) Customer's productive use of the Deliverable; or (c) five (5) business days after Hermetic provides notice of completion if Customer has not identified a material deficiency in writing.

10. Intellectual property

10.1 Pre-existing IP. Each party retains exclusive ownership of all intellectual property it owned before, or developed independently of, the engagement. Hermetic retains exclusive ownership of its pre-existing IP and of its proprietary methodologies, systems, scripts, documentation, know-how, and all improvements to them that are not specific to or exclusively reliant on Customer's confidential information.

10.2 License. Unless otherwise agreed in writing, Hermetic grants Customer a perpetual, irrevocable, non-exclusive, royalty-free license to use, copy, and internally distribute Hermetic intellectual property solely as embedded within or necessary to use the Deliverables and Services. Customer may not resell, sublicense, modify, reverse-engineer, or otherwise exploit Hermetic intellectual property outside that scope.

10.3 Customer-specific Deliverables. Deliverables developed and customized exclusively for Customer become Customer's property upon full payment.

11. Confidentiality

The Receiving Party will use the Disclosing Party's Confidential Information only to perform or make use of the Services, will protect it with at least reasonable care, and will promptly notify the Disclosing Party of any loss or unauthorized disclosure. If legally compelled to disclose, the Receiving Party will give prompt notice and reasonable cooperation (at the Disclosing Party's expense) and will disclose only the portion legally required. Nothing prevents either party from using general know-how retained in the unaided memory of its personnel.

12. Warranties and disclaimer

12.1 Each party represents that it is duly organized, has authority to enter into the Agreement, and that the Agreement is binding on it. Hermetic will perform the Services in a professional and workmanlike manner and in material conformity with the applicable Proposal; Customer's sole remedy for breach of this warranty is termination for cause under Section 9.2.

12.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICES, DELIVERABLES, AND ANY EQUIPMENT ARE PROVIDED "AS IS," AND HERMETIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HERMETIC DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF ANY SYSTEM OR SERVICE.

13. Limitation of liability

13.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HERMETIC WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, REVENUE, PROFIT, OR DATA, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HERMETIC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO A GIVEN ENGAGEMENT SHALL NOT EXCEED THE TOTAL PROFESSIONAL SERVICES FEES ACTUALLY RECEIVED BY HERMETIC UNDER THE APPLICABLE PROPOSAL GIVING RISE TO THE CLAIM. FOR PURPOSES OF THIS SECTION, "PROFESSIONAL SERVICES FEES" MEANS FEES CHARGED FOR LABOR, CONSULTING, ENGINEERING, IMPLEMENTATION, CONFIGURATION, PROJECT MANAGEMENT, AND OTHER SERVICES PERFORMED BY HERMETIC PERSONNEL. PROFESSIONAL SERVICES FEES EXPRESSLY EXCLUDE ALL HARDWARE, SOFTWARE, LICENSING, SUBSCRIPTIONS, CLOUD SERVICES, TAXES, SHIPPING, PASS-THROUGH VENDOR CHARGES, THIRD-PARTY PRODUCTS, THIRD-PARTY SERVICES, AND REIMBURSED EXPENSES. THIS CAP APPLIES TO ALL CLAIMS AND CAUSES OF ACTION, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, INCLUDING ANY CLAIM FOR DEFENSE COSTS OR INDEMNIFICATION, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13.3 Data and backups. Where Hermetic provides backup or data-protection services, it will implement commercially reasonable solutions, but no backup system is infallible. Hermetic is not liable for any loss, corruption, destruction, inability to recover, or unavailability of data, regardless of cause, except to the extent such limitation is prohibited by applicable law. Customer is responsible for reviewing and approving backup configurations, retention schedules, and recovery objectives. Prior to any project involving upgrades, replacements, migrations, remediation activities, system changes, or infrastructure modifications, Customer remains responsible for maintaining current and recoverable backups unless backup services are expressly provided by Hermetic under a separate written agreement.

13.4 Security. Where Hermetic provides security services, it will implement commercially reasonable, industry-standard measures, but no measure can guarantee prevention of all incidents. Hermetic is not an insurer and does not guarantee prevention of security incidents, cyberattacks, unauthorized access, ransomware, business interruption, compliance violations, or data loss. Cybersecurity is a shared responsibility; Customer will maintain its own policies, training, multi-factor authentication, and timely review of reports and alerts.

13.5 Data Migration Disclosure. Data migrations, conversions, upgrades, and platform transitions are performed using commercially reasonable methods. Hermetic does not warrant that all data, metadata, permissions, application settings, formatting, historical records, workflows, integrations, or third-party dependencies will transfer without modification, incompatibility, interruption, loss, or manual remediation. Customer is responsible for validating migrated data and reporting material discrepancies within five (5) business days following completion.

13.6 Third-Party Vendors. Hermetic does not control and is not responsible for the performance, availability, security, support, licensing, pricing, product changes, discontinuation, outages, acts, omissions, failures, outages, delays, breaches, defects, discontinuations, pricing changes, support decisions, licensing decisions, or other actions of any third-party vendor, cloud provider, software publisher, internet service provider, telecommunications carrier, hardware manufacturer, or other external service provider.

13.7 Hardware, Software, and Third-Party Products. Hardware, software, licensing, subscriptions, cloud services, and third-party products are provided subject to the terms and warranties of their respective manufacturers, publishers, licensors, or providers. Customer's sole remedies regarding such products are those provided by the applicable third party. Hermetic makes no independent warranty regarding such products and shall not be liable for defects, failures, shortages, delays, discontinuations, or performance issues relating thereto.

14. Indemnification

14.1 Customer will defend, indemnify, and hold harmless Hermetic, its officers, directors, employees, agents, and subcontractors from and against any third-party claims, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's breach of the Agreement; (b) Customer's violation of applicable law; (c) Customer's negligence, willful misconduct, or unauthorized acts; (d) Customer's systems, data, content, or business operations; (e) Customer's failure to maintain required licenses, permissions, or compliance obligations; or (f) claims brought by Customer's employees, contractors, customers, patients, vendors, or other third parties arising from the Services.

14.2 Hermetic shall have no obligation to defend, indemnify, or hold harmless Customer except to the extent such obligation is expressly required by non-waivable law.

14.3 The indemnified party will promptly notify the indemnifying party, permit control of the defense, and reasonably cooperate at the indemnifying party's expense. The indemnifying party shall not settle any claim imposing obligations on the indemnified party without its prior written consent.

15. Customer systems, access, and authorized changes

15.1 Authorized service only. Only Hermetic's authorized personnel may service systems managed by Hermetic. Unauthorized changes, repairs, or access by any other party that result in degraded performance are not covered, void Hermetic's related warranties and liability, and any resulting service is billable at standard rates.

15.2 Least privilege. For managed environments, Customer will not assign administrative privileges (including Global Administrator, Domain Administrator, or Local Administrator roles) to standard user accounts. Administrative access will be provisioned through dedicated administrative accounts managed by Hermetic.

15.3 Unsupported and end-of-life systems. Hermetic may decline to support systems that are incompatible, undocumented, or past vendor end-of-life. Continued use of such systems at Customer's election is at Customer's risk and is not a breach by Hermetic.

15.4 Compliance. Customer is solely responsible for identifying and complying with all Laws and standards applicable to its business (including, where relevant, HIPAA and PCI-DSS). Hermetic does not provide compliance management, assurance, or certification unless expressly agreed in writing.

16. Non-solicitation

During an engagement and for twelve (12) months afterward, neither party will solicit for employment any individual who performed work under the Agreement and is then employed by the other party. General advertisements and unsolicited responses to them are not a breach of this Section.

17. Non-exclusivity

Hermetic may perform the same or similar services for other clients during and after an engagement.

18. Force majeure

Neither party (except as to payment obligations) is liable for any failure or delay caused by events beyond its reasonable control, including acts of God; flood, fire, earthquake, pandemic, or explosion; war, terrorism, or civil unrest; government action; national or regional emergency; labor disturbances; and shortages of power, internet, or transportation. The affected party will give notice within three (3) days, use diligent efforts to mitigate, and resume performance promptly. If a force majeure condition continues for fifteen (15) days after notice, the other party may terminate the affected engagement on an additional fifteen (15) days' written notice.

19. Independent contractor; subcontractors; assignment

19.1 The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

19.2 Hermetic may engage subcontractors to perform Services and remains responsible for their performance and for their compliance with the confidentiality and other obligations of the Agreement.

19.3 Neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld, except that either party may assign to an affiliate or to a successor in a merger, reorganization, or sale of substantially all assets on written notice. Any other attempted assignment is void.

20. Notices

Notices must be in writing and are effective: on hand delivery (with confirmation); on receipt if sent by recognized overnight courier; on the date sent by email with confirmation if sent during business hours (otherwise the next business day); or on the third day after mailing by certified or registered mail, return receipt requested. Notices to Hermetic go to 7637 Hull Street Rd., Suite 202, Richmond, Virginia 23235, and help@hermeticnetworks.com.

21. Governing law; jurisdiction; jury-trial waiver

The Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws rules. Any suit, action, or proceeding will be brought exclusively in the federal or state courts located in Richmond, Virginia, and each party irrevocably submits to that jurisdiction. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

22. Equitable remedies

Each party acknowledges that breach of Section 10 (Intellectual Property), Section 11 (Confidentiality), or Section 16 (Non-Solicitation) may cause irreparable harm for which damages are inadequate, and that the non-breaching party may seek injunctive or other equitable relief in addition to any other available remedy, subject to the limitations elsewhere in these Terms.

23. General

23.1 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the parties will negotiate in good faith to replace the affected provision with a valid one reflecting its original intent.

23.2 Amendments and waivers. A Proposal-specific amendment is effective only if in writing and signed by both parties. No waiver is effective unless in writing and signed by the waiving party, and no failure or delay in exercising a right is a waiver of it.

23.3 Interpretation. "Including" means "including without limitation"; "or" is not exclusive; headings are for reference only. The Agreement will not be construed against the drafting party.

23.4 Third-party beneficiaries. The Agreement is solely for the benefit of the parties and their permitted successors and assigns and creates no rights in any other person.

23.5 Counterparts. A Proposal may be executed in counterparts and by electronic signature, each of which is an original and all of which together form one instrument.

23.6 Further assurances. Each party will execute such documents and take such actions as are reasonably necessary to give effect to the Agreement.

24. Contact

Hermetic Networks, Inc. 7637 Hull Street Rd., Suite 202, Richmond, Virginia 23235 (804) 545-3173 · help@hermeticnetworks.com · https://support.hermeticnetworks.com

These Terms are published at www.hermeticnetworks.com/terms-and-conditions and are incorporated by reference into each Hermetic Networks proposal, quotation, and statement of work.

Terms and Conditions