Terms & Conditions

Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you or the entity you represent ("Client," "you," or "your") and APM Systems, Inc., doing business as APM IT Solutions ("APM IT," "we," "us," or "our"), a managed IT and cybersecurity services provider headquartered in Morrisville, Pennsylvania.

Engagement with APM IT — including execution of any Managed Services Agreement (MSA), Statement of Work (SOW), project proposal, or purchase order — constitutes full acceptance of these Terms. These Terms apply in addition to, and do not supersede, any executed MSA or SOW between the parties.

Services

APM IT provides managed IT services, cybersecurity solutions, compliance advisory, cloud infrastructure management, and related professional services as outlined in applicable SOWs and service agreements. Specific service levels, response times, and deliverables are defined in each Client's executed agreement.

APM IT reserves the right to:

• Modify, update, or discontinue any service offering with reasonable notice to Clients.
• Engage qualified subcontractors or third-party vendors to deliver services, while remaining responsible for overall service quality.
• Decline to provide services that are outside the defined scope without an executed change order or amended SOW.

Services are provided on a commercially reasonable efforts basis. Unless explicitly warranted in writing, APM IT does not guarantee specific outcomes, uptime percentages, or the elimination of all security threats.

Payment & Billing

All fees are as stated in your executed service agreement or proposal. Unless otherwise agreed:

• Recurring managed services are billed monthly, in advance, on the first business day of each month.
• Project and professional services are billed upon milestone completion or as defined in the SOW.
• Payment terms are Net 15 from invoice date unless otherwise negotiated in writing.
• Late payments accrue interest at 1.5% per month (18% per annum) on outstanding balances after the due date.
• Disputed invoices must be raised in writing within 10 business days of receipt; undisputed portions remain due and payable on time.

APM IT reserves the right to suspend services for accounts more than 30 days past due after providing written notice. Suspension does not relieve the Client of payment obligations.

Acceptable Use

Client agrees not to use APM IT services or infrastructure to:

• Engage in any unlawful activity, including but not limited to unauthorized access, data theft, or distribution of malicious software.
• Violate any applicable federal, state, or international laws or regulations, including HIPAA, CMMC, GLBA, PCI-DSS, or other industry compliance frameworks.
• Transmit unsolicited commercial communications (spam) or conduct phishing campaigns.
• Attempt to breach, probe, or test security controls of systems not owned or explicitly authorized by Client.
• Store, process, or transmit content that is defamatory, obscene, or infringes on third-party intellectual property rights.

Violation of these terms may result in immediate service suspension and/or termination, without prejudice to APM IT's right to seek damages.

Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public, proprietary, or sensitive information ("Confidential Information") disclosed in connection with the services. Confidential Information includes, but is not limited to, business processes, technical architectures, pricing, personnel data, and client lists.

Confidential Information shall not be disclosed to third parties without prior written consent, except:

• To employees or contractors with a need to know, subject to equivalent confidentiality obligations.
• As required by applicable law, regulation, or court order — with prompt written notice to the disclosing party where legally permissible.
• Information that is or becomes publicly available through no breach of these Terms.

Confidentiality obligations survive termination of the service relationship for a period of three (3) years.

Data & Security

APM IT implements industry-standard administrative, technical, and physical safeguards to protect Client data accessed or processed in the delivery of services. However, no system is impenetrable, and APM IT cannot guarantee absolute security.

Client responsibilities:

• Maintain accurate and complete backups of critical data independent of APM IT's managed backup solutions.
• Promptly notify APM IT of any known or suspected security incidents, unauthorized access, or compromised credentials.
• Ensure that users authorized under the Client's account comply with these Terms and applicable security policies.

Data ownership: Client retains ownership of all Client data. APM IT processes Client data solely to deliver contracted services and does not sell, rent, or share Client data with third parties for commercial purposes.

In the event of a security incident affecting Client data, APM IT will notify Client in accordance with applicable breach notification laws and the terms of the executed MSA.

Intellectual Property

All methodologies, tools, documentation, code, processes, and materials developed or owned by APM IT prior to or independently of a Client engagement remain the exclusive intellectual property of APM Systems, Inc. (DBA APM IT Solutions).

Unless otherwise agreed in a written SOW, deliverables created specifically for a Client under a paid engagement are licensed (not sold) to Client for the Client's internal business use only. APM IT retains all underlying IP, frameworks, and know-how used in the creation of such deliverables.

Client grants APM IT a limited, non-exclusive license to access Client systems, data, and environments solely to the extent necessary to deliver contracted services.

Limitation of Liability

To the maximum extent permitted by applicable law, APM IT's total aggregate liability to Client for any claims arising from or related to these Terms or the services — whether in contract, tort, negligence, or otherwise — shall not exceed the total fees paid by Client to APM IT in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall APM IT be liable for:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, goodwill, or business opportunity.
• Damages resulting from third-party cyberattacks, ransomware, or breaches that occur despite reasonable security measures.
• Service interruptions caused by factors outside APM IT's reasonable control, including ISP outages, utility failures, vendor platform downtime, or acts of God.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential damages; in such jurisdictions, liability is limited to the fullest extent permitted by law.

Indemnification

Client agrees to indemnify, defend, and hold harmless APM Systems, Inc. (DBA APM IT Solutions), its officers, directors, employees, contractors, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Client's breach of these Terms or any executed service agreement.
• Client's violation of any applicable law or regulation.
• Client's negligence, willful misconduct, or unauthorized use of APM IT services.
• Claims by third parties arising from Client's use of services or Client data.

Termination

Either party may terminate the service relationship in accordance with the notice and termination provisions of the executed MSA or SOW. In the absence of a specific agreement:

• Either party may terminate with 30 days' written notice.
• APM IT may terminate immediately upon Client's material breach of these Terms, including non-payment, violation of acceptable use policies, or conduct that poses a security risk to APM IT or other clients.
• Client remains responsible for all fees accrued through the effective termination date, including any applicable early termination fees as defined in the MSA.

Upon termination, APM IT will provide reasonable cooperation to facilitate an orderly transition of services, subject to Client's satisfaction of all outstanding financial obligations. APM IT will retain Client data for 30 days post-termination, after which it may be securely deleted.

Disputes & Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions.

The parties agree to attempt to resolve any dispute informally through good-faith negotiation for a period of 30 days before initiating formal proceedings. If informal resolution fails, disputes shall be submitted to binding arbitration in Bucks County, Pennsylvania, under the rules of the American Arbitration Association (AAA), except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

The prevailing party in any legal or arbitration proceeding shall be entitled to recover its reasonable attorneys' fees and costs.

Modifications to These Terms

APM IT reserves the right to update or modify these Terms at any time. Material changes will be communicated via email to the primary contact on file or posted to the APM IT website with an updated effective date. Continued use of services following notice of changes constitutes acceptance of the revised Terms.

If you do not agree to a material modification, you may terminate your service agreement in accordance with Section 10 (Termination).

SMS Messaging Terms (A2P 10DLC)

APM Systems, Inc., doing business as APM IT Solutions, operates an SMS text messaging program under the program name APM IT Support. This section describes the terms governing your receipt of text messages from us. These terms apply specifically to SMS/MMS communications and are in addition to the other provisions of these Terms and Conditions.

Program Description. The APM IT Support messaging program delivers account- and service-related text messages to authorized contacts at our managed services client organizations and to individuals who have explicitly opted in. Messages may include: support ticket status updates and notifications, scheduled and emergency maintenance notifications, on-site appointment confirmations and reminders, security alerts regarding your environment, service outage notifications, and verification or one-time passcodes for authorized portal access.

Opt-In / Consent. By providing your mobile number through our client onboarding forms, web opt-in form, or by texting START to our designated 10DLC number, you expressly consent to receive SMS messages from APM IT Support at the mobile number provided. Consent is not a condition of receiving our managed services, and you may opt out at any time. We collect and retain consent records — including timestamp, opt-in method, and the specific consent language presented — in our client records system.

Message Frequency. Message frequency varies based on account activity, the nature of your service agreement, and the volume of support or maintenance events affecting your environment. You should expect to receive messages only when there is a relevant service, support, appointment, or security event to communicate.

HELP Instructions. For help or support regarding the SMS program at any time, reply HELP to any message you receive from us, or contact APM IT Support directly using the contact information below. You will receive a reply with instructions on how to get assistance.

STOP Instructions (Opt-Out). You may cancel the SMS program at any time. To opt out, reply STOP to any message you receive from APM IT Support. After you send STOP to us, we will send you a confirmation message, and you will not receive any additional messages from this program. If you would like to rejoin, sign up as you did the first time, or text START to resume receiving messages. Opting out of SMS does not affect other aspects of your service relationship with APM IT; we will continue to contact you by email and phone as needed for service delivery.

Customer Care Contact. For any questions about the SMS messaging program, or if you experience issues with opt-in, opt-out, or message delivery, please contact APM IT Support:

• Support Phone: (215) 295-1097
• Support Email: [email protected]
• Hours: Monday–Friday, 8:00 AM – 6:00 PM Eastern Time (after-hours support available for contracted clients per SLA)

Carrier Disclaimer. Carriers (including T-Mobile, AT&T, Verizon, and others) are not liable for delayed or undelivered messages.

Privacy. Mobile information, including phone numbers and opt-in consent records, will not be shared with third parties or affiliates for marketing or promotional purposes. Information sharing is limited to subcontractors and service providers (such as our SMS platform provider) that support the delivery of the messaging program and are bound by equivalent confidentiality obligations. For full details on how we handle your information, please review our Privacy Policy.

Eligibility. The APM IT Support SMS program is available to participants located in the United States who are 18 years of age or older. By opting in, you represent that you meet these eligibility requirements and that you are the account holder or authorized user of the mobile number provided.

Contact Information

For questions regarding these Terms and Conditions, to report a compliance concern, or to request a copy of an executed service agreement, please contact us:

• Company: APM Systems, Inc. (DBA APM IT Solutions)
• Address: Morrisville, Pennsylvania, USA
• Email: [email protected]
• Web: apmit.com/contact