Last Updated: December 2nd, 2025

These Terms of Service (the “Terms”) govern access to and use of the services provided by Bayshore Interactive Inc. (“Bayshore,” “we,” “us,” or “our”) to you (“you” or “Client”).

Our “Services” means, collectively:

1. Our managed IT and cybersecurity services, including without limitation remote monitoring and management, help desk and support, incident response, patch management, backup and disaster recovery, network management, consulting, and any other services described in an applicable order form, service order, quote, or statement of work (each, an “Order”);
2. Any related portals, web-based dashboards, or management interfaces, including our website and any subdomains used to deliver or support the Services;
3. Any communications we send or make available related to the Services (such as email notifications, portals, or ticketing systems); and
4. Any software agents, tools, scripts, documentation, and other content we make available in connection with the Services (collectively, “Bayshore Technology”).

These Terms, together with any Order, service level agreement, acceptable use policy, data protection agreement, and other policies or documents incorporated by reference (collectively, the “Agreement”), form a binding contract between you and Bayshore.

By signing an Order, clicking to accept, or accessing or using the Services, you agree to be bound by this Agreement. If you do not agree, you must not use the Services.

Important Risk Notice:
The Services are designed to help manage and protect your IT systems, but no security or managed service can guarantee complete protection, availability, or backup of all data in all circumstances. You remain ultimately responsible for your own security posture, configuration choices, regulatory compliance, and for maintaining independent backups according to your business and compliance needs.

1. ELIGIBILITY; AUTHORITY

1.1 Authority to Contract. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and all references to “you” and “Client” will refer to that entity. If you do not have such authority, you must not use the Services.

1.2 Consideration. In exchange for your right to access and use the Services, you agree to pay the applicable Fees (as defined below) and comply with these Terms.

2. ACCESS TO THE SERVICES

2.1 Provision of Services. Subject to the Agreement and timely payment of all Fees, Bayshore will use commercially reasonable efforts to provide the Services to you and your authorized users during the term of the applicable Order.

2.2 Authorized Users.
“Authorized Users” are your employees, contractors, or agents whom you designate to use the Services on your behalf and for whom you have purchased access. You are responsible for:

• Ensuring Authorized Users comply with this Agreement; and
• Any activity that occurs through your accounts or systems, whether authorized or unauthorized.

2.3 Software and Agents.
To deliver the Services, Bayshore may require you to install certain software agents, tools, or connectors (“Bayshore Agents”) on your devices, servers, or cloud instances. Subject to the Agreement, Bayshore grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Bayshore Agents solely as needed to receive the Services.

2.4 Third-Party Services.
Bayshore may use or integrate with third-party products or services, such as cloud providers, software vendors, or security tools (“Third-Party Services”). Where the Services rely on Third-Party Services:

• Those Third-Party Services may have their own terms, which you must comply with.
• Bayshore is not responsible for downtime, changes, or failures caused by those Third-Party Services.
• Bayshore may discontinue use of a Third-Party Service or replace it with another solution at any time.

2.5 No Custom Development Unless Agreed.
Unless expressly stated in an Order or separate written agreement, the Services do not include custom software development, custom integrations, or bespoke features.

3. USE RESTRICTIONS

You agree that you and your Authorized Users will not, directly or indirectly:

1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Bayshore Technology;
2. Modify, adapt, or create derivative works of the Bayshore Technology;
3. Use the Services for timesharing, service bureau, or to provide similar services to third parties (other than your own internal business operations), unless expressly permitted in an Order;
4. Use the Services to transmit or store unlawful, infringing, or harmful content (including malware, viruses, or malicious code);
5. Interfere with or disrupt the availability, performance, or security of the Services or any third-party systems;
6. Attempt to bypass any usage limits, security controls, or authentication mechanisms;
7. Use the Services to build or support a competing product or service;
8. Remove, obscure, or alter any proprietary notices on the Bayshore Technology; or
9. Use the Services in violation of any applicable law or regulation.

Bayshore reserves the right (but has no obligation) to suspend or terminate access to the Services if, in Bayshore’s reasonable judgment, your use violates this Section or poses a security, legal, or reputational risk.

4. SUPPORT AND MAINTENANCE

4.1 Support.
Bayshore will provide remote support and maintenance for the Services in accordance with our then-current support practices or any support description in an applicable Order or service level agreement.

4.2 Exclusions.
Bayshore will not be responsible for issues caused by:

• Your failure to follow Bayshore’s documented requirements or recommendations;
• Your hardware, network, or third-party solutions not managed by Bayshore;
• Force majeure events (as defined below); or
• Unauthorized modifications, configurations, or access.

4.3 Updates and Changes.
Bayshore may from time to time update the Bayshore Technology or Services, including patches, enhancements, or new features. Some new features or modules may be subject to additional fees or separate Orders.

5. CLIENT RESPONSIBILITIES

5.1 Accounts and Information.
You must provide accurate and current information when creating accounts or submitting tickets, and keep it updated.

5.2 Cooperation.
You will provide reasonable cooperation, information, and access required for Bayshore to deliver the Services, including:

• Access to relevant personnel with decision-making authority;
• Access to systems, locations, and accounts as reasonably necessary; and
• Timely responses to questions and change approvals.

Bayshore is not liable for delays or failures to perform caused by your failure to cooperate.

5.3 Access Credentials.
You and your Authorized Users must protect all usernames, passwords, and other credentials used to access the Services (“Access Credentials”):

• Do not share Access Credentials except as permitted by Bayshore.
• Notify Bayshore promptly of any unauthorized access or suspected compromise.
• You are responsible for all activity under your accounts.

5.4 Client Systems and Environment.
You are responsible for:

• Maintaining your own hardware, operating systems, and infrastructure that falls outside the scope of the Services;
• Maintaining internet connections and any required third-party licenses or subscriptions not expressly provided by Bayshore; and
• Ensuring your environment meets Bayshore’s minimum requirements, if specified.

5.5 Client Data.

“Client Data” means any data, content, or materials you or your users provide to Bayshore or input into the Services, including system information, credentials you choose to share (e.g., admin accounts), business data, and logs.

You represent and warrant that:

• You have all necessary rights and permissions to provide Client Data to Bayshore;
• Your provision of Client Data, and Bayshore’s use as described in this Agreement, does not violate any law or third-party rights; and
• You are solely responsible for the quality, accuracy, and legality of Client Data.

If Bayshore reasonably believes any Client Data violates law or this Agreement, Bayshore may request that you remove it; if you do not promptly do so, Bayshore may remove or disable access to such data.

5.6 Legal and Regulatory Compliance.
The Services assist with management and security of your environment, but do not guarantee legal or regulatory compliance. You are solely responsible for understanding and complying with all laws and regulations applicable to your business.

6. DATA SECURITY AND BACKUP

6.1 Bayshore Security Measures.
Bayshore will implement and maintain commercially reasonable administrative, physical, and technical safeguards intended to protect Client Data within the Services from unauthorized access, loss, or disclosure. No system, however, is completely secure, and Bayshore cannot guarantee absolute security.

6.2 No Absolute Guarantee.
You acknowledge that:

• No cybersecurity or managed service can eliminate all risk of incidents, breaches, or downtime;
• The Services may rely on networks, systems, and Third-Party Services outside Bayshore’s control; and
• You must implement appropriate policies and controls in your environment and train your personnel.

6.3 Backups.
If backup and recovery services are included in an applicable Order, Bayshore will use commercially reasonable efforts to perform backups of designated systems or data according to that Order. However:

• We remain responsible for validating backup scope, schedules, retention, and restore tests;
• Backups may be subject to storage limits; and
• Backups may not capture every item changed between backup cycles.

You should maintain additional independent backups as appropriate for your business and risk tolerance.

7. TERM, TERMINATION, AND SUSPENSION

7.1 Term.
The term of the Agreement begins on the effective date of your first Order and continues until all Orders have expired or been terminated, unless earlier terminated as provided herein.

Each Order will specify its initial term (for example, 12 months, 36 months, or month-to-month) and any renewal terms. Unless otherwise stated in an Order, Orders will automatically renew for successive periods of the same length as the initial term at Bayshore’s then-current pricing, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

7.2 Termination for Cause.
Bayshore may terminate the Agreement or an affected Order upon written notice if the other party:

• Materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice describing the breach; or
• Becomes insolvent, enters bankruptcy, or is subject to similar proceedings.

7.3 Nonpayment.
Bayshore may suspend or terminate access to the Services if any undisputed amounts remain unpaid more than seven (7) days after written notice of nonpayment.

7.4 Effect of Termination.
Upon termination or expiration of the Agreement or an Order:

• All rights to access and use the applicable Services will cease;
• You must promptly pay all Fees accrued and unpaid up to the effective date of termination;
• Bayshore may disable access to the Bayshore Technology and Services; and
• Bayshore may delete or anonymize Client Data in accordance with its data retention policies, subject to any legal obligations.

If you wish to export Client Data prior to termination, you must request such export and cooperate with Bayshore; additional fees may apply for data export services.

7.5 No Refunds.
Except where expressly stated in an Order or required by law, Fees are non-refundable, and there are no refunds or credits for partial months or unused Services.

8. FEES AND PAYMENT

8.1 Fees.
You agree to pay all fees set forth in each Order (the “Fees”). Fees may include recurring subscription charges, per-device or per-user charges, project fees, onboarding, and other professional services.

8.2 Invoicing and Payment.
Unless otherwise stated in an Order:

• Recurring Fees are billed in advance;
• Project or one-time Fees may be billed upfront or on milestones, as stated in the Order; and
• Payment is due upon receipt of invoice date.

8.3 Overdue Amounts.
Overdue amounts may accrue interest at the lower of (a) 1.5% per month or (b) the maximum rate allowed by law. You agree to reimburse Bayshore for reasonable collection costs, including attorneys’ fees, incurred in collecting overdue amounts.

8.4 Fee Changes.
Bayshore may adjust its standard pricing from time to time. For Orders still within an initial committed term, price changes will not apply until renewal unless otherwise stated in the Order.

9. INTELLECTUAL PROPERTY; USE OF DATA

9.1 Ownership.

• Client Data. As between the parties, you retain all rights to Client Data, subject to the license granted below.
• Bayshore Property. Bayshore and its licensors retain all rights, title, and interest in and to the Services, Bayshore Technology, documentation, tools, processes, know-how, and any improvements or modifications thereto (“Bayshore Property”).

No rights are granted to you except as expressly set forth in the Agreement.

9.2 License to Client Data.
You grant Bayshore a non-exclusive, worldwide, royalty-free license to host, use, copy, transmit, display, process, and create derivative works of Client Data solely as necessary to:

• Provide and support the Services;
• Improve and secure the Services; and
• Comply with legal obligations.

9.3 Aggregated and De-Identified Data.
Bayshore may generate aggregated or de-identified data derived from Client Data and use it for analytics, improving services, and other business purposes, provided that such data does not identify you or any individual.

9.4 Feedback.
If you provide suggestions, enhancement requests, or feedback to Bayshore (“Feedback”), Bayshore may use that Feedback without restriction or compensation, and you assign all rights in such Feedback to Bayshore.

10. PRIVACY

Bayshore’s collection and use of personal information in connection with the Services is described in our Privacy Policy, as updated from time to time. To the extent required by law, the parties may enter into a separate data protection agreement.

11. CONFIDENTIALITY

11.1 Definition.
“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that should reasonably be understood to be confidential, including business information, pricing, technical data, security information, and Client Data.

11.2 Exclusions.
Confidential Information does not include information that:

• Becomes publicly available through no fault of the Receiving Party;
• Was already lawfully known to the Receiving Party without confidentiality obligations;
• Is received lawfully from a third party without confidentiality obligations; or
• Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

11.3 Obligations.
The Receiving Party will:

• Use Confidential Information solely for purposes of the Agreement;
• Not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as these; and
• Use reasonable safeguards to protect Confidential Information, at least as protective as it uses for its own similar information.

The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party prompt notice (where legally permitted) and cooperates with reasonable efforts to limit or protect the disclosure.

12. WARRANTIES AND DISCLAIMER

12.1 Limited Warranty.
Bayshore will use commercially reasonable efforts to provide the Services in a professional and workmanlike manner consistent with industry standards.

12.2 Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND BAYSHORE TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BAYSHORE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, BAYSHORE DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE;
• ALL SECURITY INCIDENTS OR THREATS CAN BE PREVENTED OR DETECTED; OR
• THE SERVICES WILL ENSURE YOUR COMPLIANCE WITH ANY PARTICULAR LAW, REGULATION, OR STANDARD.

13. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Bayshore and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your or your Authorized Users’ use of the Services in violation of this Agreement or law;
2. Client Data, including claims that Client Data or its use infringes or misappropriates any rights of a third party or violates any law; or
3. Your failure to implement recommended security or configuration changes where Bayshore has made such recommendations in writing.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

14.1 Exclusion of Certain Damages.
IN NO EVENT WILL BAYSHORE OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY:

• LOSS OF PROFITS, REVENUE, OR BUSINESS;
• LOSS OR CORRUPTION OF DATA;
• BUSINESS INTERRUPTION; OR
• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Cap on Liability.
BAYSHORE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO BAYSHORE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Basis of the Bargain.
The limitations in this Section are an essential part of the parties’ bargain and will apply even if any limited remedy in this Agreement is found to have failed of its essential purpose.

15. FORCE MAJEURE

Neither party will be liable for delays or failures in performance (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, failures of telecommunications or internet, widespread cyberattacks, or changes in laws or regulations (“Force Majeure Events”). The affected party must use reasonable efforts to mitigate the impact and resume performance.

16. GOVERNING LAW; DISPUTE RESOLUTION

16.1 Governing Law.
This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law principles.

16.2 Informal Resolution.
Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation for at least thirty (30) days after written notice of the dispute.

16.3 No Class Actions.
Disputes must be brought in an individual capacity, not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claims.

17. NOTICES

Notices under this Agreement must be in writing and will be deemed given when:

• Delivered personally;
• Sent by reputable overnight courier; or
• Sent by email with confirmation of transmission.

Notices to Bayshore:
Bayshore Interactive Inc.
Attn: Legal Notice
Email: legal@bayshore.net

Notices to you:
To the contact information specified in the applicable Order or as updated in writing.

18. GENERAL PROVISIONS

18.1 Assignment.
You may not assign or transfer this Agreement or any rights or obligations hereunder without Bayshore’s prior written consent. Bayshore may assign this Agreement in connection with a merger, acquisition, sale of assets, or to an affiliate.

18.2 Relationship of the Parties.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employer-employee, or agency relationship.

18.3 Entire Agreement.
This Agreement, including all Orders and documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, regarding its subject matter.

18.4 Amendments.
Bayshore may update these Terms from time to time. If you have an active subscription, Bayshore does not need to provide notice of material changes. Your continued use of the Services after the effective date of updated Terms constitutes acceptance. Any changes to Fees or Services will be handled in accordance with Section 8 and applicable Orders.

18.5 Waiver.
A failure to enforce any provision of this Agreement will not constitute a waiver of that provision or any other provision.

18.6 Severability.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

18.7 Survival.
Sections that by their nature should survive termination (including payment obligations, ownership, confidentiality, limitations of liability, and dispute resolution) will survive any expiration or termination of this Agreement.