Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Bit Data LLC, a Florida limited liability company ("Bit Data," "we," "us," or "our"), governing your access to and use of our managed IT, cybersecurity, cloud services, and any related professional services (collectively, the "Services").

By engaging our Services, signing a Service Agreement, or using our website located at bitdatallc.com, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use our Services.

2. Description of Services

Bit Data LLC provides technology services to small and medium-sized businesses, including but not limited to:

• Managed IT Services: Proactive monitoring, patch management, remote helpdesk support, and on-site assistance.
• Cybersecurity Solutions: Endpoint protection, firewall management, email security, threat detection, and security awareness training.
• Cloud Services: Cloud migration, Microsoft 365 and Google Workspace administration, cloud backup, and disaster recovery planning.
• Professional Services: IT consulting, infrastructure assessments, project-based deployments, and technology planning.

The specific scope of Services provided to each Client is defined in a separate Service Agreement or Statement of Work ("SOW") executed between the parties. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control with respect to that engagement.

3. Eligibility

Our Services are intended for business entities and individuals operating a lawful business. By entering into an agreement with us, you represent that:

• You are at least 18 years of age.
• You have full legal authority to enter into a binding contract.
• Your use of the Services will not violate any applicable law, regulation, or third-party rights.
• All information you provide to us is accurate, current, and complete.

4. Service Agreements & Payments

Pricing: Service fees are set forth in your Service Agreement. We offer flat-rate monthly plans with no hidden fees. All prices are in U.S. dollars.

Billing: Managed service fees are billed monthly in advance. Professional services and project work are billed according to the terms in the applicable SOW. Invoices are due within net 15 days of the invoice date unless otherwise agreed.

Late Payments: Invoices not paid within the due date may accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law). We reserve the right to suspend Services for accounts more than 30 days past due after written notice.

Price Changes: We will provide at least 30 days' written notice prior to any change in recurring service fees.

Taxes: You are responsible for all applicable taxes, including sales tax, VAT, or similar taxes arising from the Services, except taxes imposed on Bit Data's income.

Refunds: Fees paid for managed services are non-refundable except as expressly stated in the applicable Service Agreement or required by applicable law.

5. Acceptable Use Policy

You agree not to use our Services, or any systems and infrastructure we manage, to:

• Violate any applicable local, state, federal, or international law or regulation.
• Transmit, distribute, or store material that infringes any intellectual property rights or is otherwise unlawful.
• Transmit harmful, offensive, defamatory, threatening, harassing, or abusive content.
• Engage in unauthorized access to computer systems, networks, or data.
• Deploy malware, ransomware, spyware, or any other malicious code.
• Conduct or facilitate unauthorized spam, phishing, or social engineering attacks.
• Interfere with or disrupt the integrity or performance of our infrastructure or third-party services.
• Engage in cryptocurrency mining or other unauthorized resource-intensive activities.

Violation of this policy may result in immediate suspension of Services and, where appropriate, referral to law enforcement authorities.

6. Client Responsibilities

To enable us to deliver the Services effectively, you agree to:

• Provide timely access to systems, personnel, and information reasonably required to perform the Services.
• Designate an authorized point of contact to work with our team.
• Promptly report any security incidents, data breaches, or unusual system behavior to Bit Data.
• Maintain current and valid licenses for all software operated in your environment.
• Implement reasonable security controls for systems outside the scope of our management.
• Maintain adequate backups of critical data independent of any backup services we provide, and verify backup integrity periodically.
• Keep contact, billing, and organizational information current with Bit Data.

7. Intellectual Property

Bit Data Property: All tools, scripts, methodologies, processes, templates, software, and documentation developed or owned by Bit Data LLC remain the exclusive property of Bit Data LLC, regardless of customization for your environment. No transfer of intellectual property rights is made unless expressly stated in a signed written agreement.

Client Property: You retain ownership of all data, files, configurations, and content you provide to us. By engaging our Services, you grant Bit Data a limited, non-exclusive license to access, process, and use your data solely to provide the Services.

Feedback: Any feedback, suggestions, or recommendations you provide regarding our Services may be used by Bit Data LLC without obligation, attribution, or compensation.

8. Confidentiality

Each party agrees to maintain in confidence all non-public information of the other party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

Each party agrees to:

• Use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms or an applicable Service Agreement.
• Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or agents who have a need to know and are bound by obligations of confidentiality at least as restrictive as these Terms.
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is independently developed, or is required to be disclosed by law or court order (with prompt written notice to the disclosing party where legally permissible).

9. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BIT DATA LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Bit Data LLC does not warrant that:

• The Services will be uninterrupted, error-free, or completely secure.
• Any cybersecurity solution will prevent all security incidents or data breaches.
• Results obtained from the Services will meet any specific business outcome.

Technology environments involve inherent risks. No IT service provider can guarantee 100% security or uptime. Our service level commitments, where applicable, are set forth in the applicable Service Agreement.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BIT DATA LLC, ITS MEMBERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages;
• Loss of profits, revenue, data, business, or goodwill;
• Business interruption losses;
• Cost of substitute services;

arising out of or related to these Terms or the Services, even if advised of the possibility of such damages.

Bit Data LLC's aggregate liability for any claim arising from these Terms or the Services shall not exceed the total fees paid by you to Bit Data LLC in the three (3) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow limitation of certain warranties or liability. In such jurisdictions, our liability is limited to the fullest extent permitted by applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Bit Data LLC and its members, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your violation of these Terms or any applicable law.
• Your use or misuse of the Services.
• Any third-party claim relating to your data or your business operations.
• Your breach of any representations or warranties made herein.

12. Termination

By Client: You may terminate a Service Agreement in accordance with the notice requirements set forth in that agreement. Unless otherwise specified, managed service agreements require 30 days' written notice to terminate.

By Bit Data LLC: We may terminate or suspend Services immediately upon written notice if you:

• Materially breach these Terms and fail to cure such breach within 10 days of written notice;
• Fail to make payment when due after written notice and a cure period;
• Engage in conduct that we reasonably determine poses a risk to our systems, other clients, or violates applicable law.

Effect of Termination: Upon termination, your right to access Services ceases. We will provide reasonable assistance in transitioning your data and systems for a mutually agreed transition period, which may be billed at our standard professional services rate. Sections on Confidentiality, Limitation of Liability, Indemnification, and Governing Law survive termination.

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

Any dispute arising under these Terms shall first be addressed through good-faith negotiation between the parties. If not resolved within 30 days, disputes shall be submitted to binding arbitration administered under the rules of the American Arbitration Association (AAA) in Lee County, Florida, except that either party may seek injunctive relief in any court of competent jurisdiction.

You agree that any claims shall be brought in your individual capacity, and not as a plaintiff or class member in any class or representative proceeding.

14. Changes to Terms

Bit Data LLC reserves the right to modify these Terms at any time. We will provide at least 14 days' advance notice of material changes via email or by posting a notice on our website. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms.

We encourage you to review these Terms periodically. The "Last Updated" date at the top of this page indicates when changes were last made.

15. Contact Us

If you have questions about these Terms and Conditions, please contact us:

• Bit Data LLC
• Lehigh Acres, FL 33971
• Phone: (239) 300-5607
• Email: info@bitdatallc.com