This Agreement is entered into by and between:

Central Georgia Technology, LLC, a private limited liability company incorporated and registered under the laws of The United States of America, having its registered office at 320 Dividend Drive, Peachtree City, GA 30269, hereinafter referred to as "CGT",

And,

Customer (as identified during order submission), hereinafter referred to as "Client"

CGT and Client are hereinafter also referred to individually as "Party" or collectively as "Parties."

Now it is hereby agreed as follows:

1. General

1.1 Framework Agreement

This Agreement applies to all Managed Services CGT provides to Client. Deviations from and additions to this Agreement shall only be valid if they have been expressly agreed in writing by the Parties.

1.2 Services Covered

CGT offers managed IT services in bundled packages ("Services") that may include:

• Business phone system with extensions, mobile app, and web app
• Desktop security (antivirus and password management)
• Network monitoring and maintenance
• Internet service monitoring
• Network equipment (UniFi Dream Router)
• Technical support (limited or unlimited depending on bundle)
• Email security and Microsoft 365 services (Pro bundle)
• Cybersecurity awareness training (Pro bundle)

1.3 Service Levels

The specific services included in your bundle are determined by your selected plan (Basic or Pro) and the number of users purchased. Service details are provided on our website at www.cengatech.com and in your order confirmation.

1.4 Conflict Resolution

In case of a conflict between the terms of this Agreement and the terms of any Work Order or service specification, the terms of the Work Order or service specification will prevail.

2. CGT Obligations

2.1 Standard of Care

CGT shall use reasonable best efforts to perform the Services with due care and in accordance with this Agreement.

2.2 Service Availability

CGT strives to maintain high availability for all services. However, services depend on third-party providers (internet service providers, cloud services, etc.) and factors beyond our control. While we work to maximize uptime, CGT does not guarantee uninterrupted or error-free service.

2.3 Scheduled Maintenance

CGT may perform scheduled maintenance that could temporarily affect services. We will provide reasonable advance notice for planned maintenance when possible.

2.4 Support Services

Technical support is available during regular business hours: Monday through Friday, 8:00 AM to 5:00 PM Eastern Time, excluding federal holidays.

• Basic Bundle: Includes unlimited remote technical support.
• Pro Bundle: Includes unlimited remote and onsite (within GA) technical support for covered services.

Support covers CGT-provided services and equipment only. Best effort support for third-party software or hardware not provided by CGT, issues caused by customer negligence or unauthorized modifications, on-site visits (available at additional cost), or training beyond initial onboarding.

3. Client Obligations

3.1 Cooperation and Information

Client shall furnish CGT in a timely manner with all data or information which is useful and necessary to execute the Agreement properly and provide CGT with full cooperation, including furnishing access to Client offices and systems, in order for CGT to perform the Services.

3.2 Configuration Changes

Client agrees not to make any configuration changes to its systems without first consulting CGT. Client will report any systems disruptions to CGT as soon as possible and will provide CGT with as much information as is reasonably available for CGT to use in its diagnosis and remediation efforts.

3.3 Network Access

Client is solely responsible for granting access to the Client's Network and ensuring appropriate permissions are in place for CGT to perform Services.

3.4 Facilities and Environment

Client shall provide the facilities reasonably necessary for CGT to perform the Services, such as a working space with computer and telecommunications facilities. Client shall be responsible for properly selecting telecommunications facilities, including the Internet, and making them available in a timely and sufficient manner. CGT shall not be liable for damage or expenses due to transmission errors, malfunctions or the non-availability of these facilities.

3.5 Additional Client Responsibilities

Client agrees to:

• Provide accurate and complete information during signup and throughout the service term
• Maintain a compatible internet connection (minimum speeds and requirements provided during onboarding)
• Ensure proper installation environment for equipment
• Use services in compliance with all applicable laws
• Not use services for illegal, abusive, or unauthorized purposes
• Notify CGT promptly of any security incidents or unauthorized access

3.6 Client Indemnification for Workplace

Client shall indemnify CGT against claims by third parties, including CGT employees, who, in executing the Agreement, suffer an injury which is the result of the negligent acts or omissions of Client.

4. Service Term and Commitment

4.1 Contract Term Options

CGT offers two contract term options. Your selected term is confirmed during checkout:

4.2 Initial Term

Your service agreement begins on the date your services are activated ("Activation Date") and continues for the minimum period selected during checkout ("Initial Term") — either twelve (12) months or twenty-four (24) months.

4.3 Renewal

After the Initial Term, your service will automatically continue on a month-to-month basis at the then-current monthly rate unless:

• You provide written cancellation notice at least thirty (30) days before your desired end date; or
• Either party terminates the agreement as permitted under these Terms.

4.4 Service Activation

Services will be activated within approximately seven (7) to fourteen (14) business days of order completion, subject to equipment shipping and customer availability for onboarding.

5. Modification and Additional Work

5.1 Additional Services

If, at the request of the Client, CGT would need to perform additional work which goes beyond the substance or scope of the agreed Services, the Client shall pay for that work or performance according to CGT's usual rates. CGT shall notify Client in writing regarding the cost and duration of additional work, and such cost and duration shall be approved by Client prior to CGT's performance of such additional work.

5.2 Additional Setup Fees

• Client-Supplied Computers: In the event that the Client provides third-party computers for Desktop Management services, each such device shall be subject to a one-time setup fee of two hundred dollars ($200.00) per unit.
• CGT-Supplied Computers: Computers procured directly through CGT shall be exempt from the setup fee described above.
• Server Upgrades or Replacements: Any server upgrade, replacement, or new deployment shall be subject to additional setup fees, as determined by CGT, irrespective of whether the Client maintains an active Server Management agreement.

5.3 Adding Users

You can add users anytime by contacting our support team. Additional users are prorated for your current billing cycle. For the Basic bundle, it's $75/month per additional user. For Pro, it's $100/month per additional user.

5.4 International Calling

CGT will make International calling available only upon customer request billed per minute of usage based on dialing location and current rates. CGT is not responsible for International calling abuse from customer network.

6. Pricing, Invoicing, and Payment

6.1 Fees

You agree to pay:

• One-Time Setup Fee: Due on receipt, covering equipment, configuration, and installation.
• Monthly Recurring Fee: Charged on the same day each month as your initial service activation.
• Additional User Fees: If you add users during your term, prorated fees will apply.

6.2 Current Pricing

6.3 Invoicing

CGT will invoice Client on a monthly basis. Each invoice shall identify the services provided and the amount due under the Agreement. Unless otherwise agreed, the amount due shall be in USD.

6.4 Payment Terms

Payment shall be made to the bank account or payment method referenced on the invoice within NET10 days of the invoice date.

6.5 Late Payment Interest

Without prejudice to CGT's other rights, including the right to cease providing the Services, CGT reserves the right to charge interest on any late payment at the rate of 2.5% on the outstanding amount per calendar month or part thereof from the due date until payment, including interest charges, has been received in full.

6.6 Invoice Disputes

Client must submit any objection to an invoice within thirty (30) days of the invoice date. Submitting an objection shall not entitle Client to suspend payment of the undisputed part of an invoice. If Client fails to submit any objection within the applicable thirty (30) day period, Client is deemed to have waived any later objections or challenges to the unchallenged invoice(s).

6.7 Price Changes

Monthly fees are locked for your entire Initial Term (12 or 24 months, as applicable). After the Initial Term, to keep up with inflation, there will be a yearly price increase not to exceed 10% per year on all contracts. CGT will provide at least thirty (30) days written notice of any price changes.

6.8 Taxes

Fees are exclusive of applicable taxes. You are responsible for all sales, use, and other taxes associated with the Services.

6.9 Failed Payments

If a payment fails, we will attempt to process the charge again. After three (3) failed attempts, services may be suspended. A reactivation fee of $50 may apply to restore suspended services.

6.10 Prohibited Conduct – Robocalling

Compliance with Law: The Parties agree to comply with all applicable federal, state, and local laws and regulations, including but not limited to those enforced by the Federal Communications Commission (FCC), governing the use of telephone calls, text messages, and automated or prerecorded voice messages.

No Illegal Robocalls: Under no circumstances shall either Party engage in or facilitate the transmission of unlawful robocalls, as defined by the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and the FCC's implementing rules and regulations (47 CFR § 64.1200 et seq.). This includes, but is not limited to:

• Initiating calls using an artificial or prerecorded voice to deliver a message without the prior express consent of the called party;
• Using automatic telephone dialing systems (autodialers) to call or text consumers without proper authorization;
• Spoofing caller ID information in a misleading or deceptive manner in violation of the Truth in Caller ID Act.

Indemnification: Any Party found to have engaged in illegal robocalling shall indemnify, defend, and hold harmless the other Party from any and all claims, penalties, losses, damages, or expenses (including attorneys' fees) arising out of or related to such unlawful conduct.

Termination for Cause: Violation of this section shall constitute a material breach of this Agreement and may result in immediate termination of the Agreement at the non-breaching Party's discretion, without further liability.

7. Equipment

7.1 Provided Equipment

Certain equipment is provided as part of your bundle, including but not limited to:

• UniFi Dream Router 7 (UDR7)
• Desk phones (Pro bundle only)

7.2 Equipment Ownership

Equipment provided under this agreement remains the property of CGT during the Initial Term. Upon successful completion of your contracted term (12 or 24 months, as selected), ownership of the equipment transfers to you at no additional cost.

If you cancel before completing the Initial Term, you must return all equipment in good working condition within fourteen (14) days at your expense, or you will be charged the full retail value of the equipment.

7.3 Equipment Care

You agree to:

• Use equipment only for its intended purpose
• Not modify, disassemble, or tamper with equipment
• Maintain equipment in good working condition
• Report any equipment issues promptly

7.4 Equipment Replacement

If equipment fails due to manufacturing defects during normal use, CGT will replace it at no charge. Damage caused by misuse, accidents, or unauthorized modifications is not covered and may result in replacement charges.

8. Cancellation and Termination

8.1 Cancellation During Initial Term (Early Termination)

If you cancel your service before completing your contracted Initial Term (12 or 24 months), you will be charged an Early Termination Fee calculated as follows:

Additionally, if equipment has not been returned as specified in Section 7.2, you will be charged the full retail value of all provided equipment.

8.2 Cancellation After Initial Term

After completing your Initial Term, you may cancel your service at any time by providing written notice at least thirty (30) days before your desired cancellation date. Written notice must be sent to sales@cengatech.com.

8.3 Termination by CGT

CGT may suspend or terminate your services immediately if:

• You fail to pay fees when due after reasonable notice and cure period
• You breach any material term of this Agreement
• You use services for illegal or abusive purposes
• Continued service poses a security risk to CGT or other customers

8.4 Effect of Termination

Upon termination:

• All services will be discontinued
• You must return all CGT equipment (if terminated before Initial Term completion)
• Any outstanding fees become immediately due
• CGT will provide reasonable assistance in transitioning services

9. Notices

9.1 Contract Manager

Each Party shall appoint a contract manager who shall act as its contact person for the other Party under this Agreement. Each Party may replace its own contract manager at any time by giving prior written notice to the other Party.

9.2 Notice Methods

Unless otherwise agreed in writing, all notices required or permitted to be given under this Agreement shall be in writing by first class mail, recognized overnight courier, or electronic mail in the English language and addressed to the other Party's contract manager.

9.3 Notice Deemed Received

A letter, facsimile or electronic mail is deemed received:

• In the case of a posted letter, on the fifth day after posting;
• In the case of electronic mail, on the date on which the electronic mail was successfully transmitted. If the electronic mail is transmitted after regular business hours, then it is deemed received on the following business day.

9.4 CGT Notice Address

Notices to CGT should be sent to sales@cengatech.com.

10. Limitation of Liability

10.1 Disclaimer of Warranties

SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CGT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CGT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES.

10.3 Maximum Liability

CGT'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless CGT, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of this Agreement
• Your violation of any applicable law or regulation
• Your infringement of any third-party rights

12. Privacy and Data

12.1 Data Collection

CGT collects and processes data as necessary to provide Services. Our data practices are governed by our Privacy Policy available at www.cengatech.com/privacy-policy.

12.2 Data Security

CGT implements reasonable security measures to protect customer data. However, no system is completely secure, and CGT cannot guarantee absolute security.

12.3 Data Retention

Upon termination, CGT will retain your data for thirty (30) days to facilitate transition. After this period, data may be deleted.

13. General Provisions

13.1 Entire Agreement

This Agreement constitutes the entire agreement between you and CGT regarding the Services and supersedes all prior agreements and understandings.

13.2 Modifications

CGT may modify these Terms by posting updated terms on our website and notifying you via email. Continued use of Services after modifications constitutes acceptance.

13.3 Assignment

You may not assign this Agreement without CGT's written consent. CGT may assign this Agreement in connection with a merger, acquisition, or sale of assets.

13.4 Governing Law

This Agreement is governed by the laws of the State of Georgia, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Georgia.

13.5 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in effect.

13.6 Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

13.7 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.