TychoTeam Master Services Agreement

Hello, and thank you for choosing Tycho Team LLC (“TychoTeam,” “we,” “us,” or “our”) to provide you with professional information technology services and support. This Master Services Agreement (this “Agreement”) explains how we work together and sets the ground rules for our business relationship. Please read it carefully and keep a copy handy for your records.

Scope

Context. In this Agreement, when we say “Client,” “you,” or “your”, we mean the individual, company, or organization who has accepted a quote, proposal, service order, or similar document (electronic or otherwise) from TychoTeam. For simplicity, we’ll call all of those documents a “Quote,” even if the actual title is something else.
This Agreement also contains some important legal terms, including a requirement that most disputes will be resolved by binding arbitration rather than by a judge or jury, your payment obligations, automatic renewals for ongoing services, and limits on our liability. Please read these parts carefully before accepting a Quote. Some services we provide involve outside vendors (“Third Party Providers”). Their offerings (“Third Party Services”) come with their own limits and terms. While we’ll select and coordinate appropriate providers for your environment, we can’t guarantee or control everything they do. Third Party Services are provided “as is,” without any warranties from us.
Scope of Services. This is a “master” agreement, which means it sets the overall rules of our relationship but doesn’t list every detail of what we’ll be doing for you. The specific services we provide will always be spelled out in a Quote that you approve. Anything not listed in a Quote is considered out-of-scope, unless we both agree in writing to add it later. Alongside this Agreement and your Quote, we also publish a Services Guide. Think of it like a user manual: it explains how our services are delivered, what service levels apply, how renewals work, and any special payment terms. The Quote and the Services Guide are part of this Agreement, so please take a look at them before signing off. If you have questions, just ask. We’d rather clear things up early than have confusion later. In the event of a conflict between documents: the Quote will always control, since it’s tailored to your situation. If there’s a conflict between this Agreement and the Services Guide, the Services Guide will apply.
Version. Each Quote you accept is tied to the version of this Agreement that’s current as of the “last updated” date indicated at the bottom of this document. To avoid confusion later, we recommend keeping a copy of this Agreement handy and noting the date when you approve your Quote.
Conflicts. If there’s ever a conflict between documents, the Quote will prevail, since it’s customized to your needs. If the Services Guide and this Agreement conflict, the Services Guide will prevail.
Third Party Providers/Services. Not everything we do for you comes directly from TychoTeam. Some services are delivered through outside vendors (“Third Party Providers”), such as security tools, backup solutions, or cloud platforms. The services they deliver are called “Third Party Services.”
We may recommend or facilitate certain Third Party Services for you. In some cases, we’ll resell the service to you as part of our work; in other cases, you may purchase the service directly from the vendor, based on our guidance. Either way, our role is to help you identify and use solutions that fit your environment. Please know that while we recommend and sometimes resell these services, we don’t control how they’re built or operated. That means we can’t be responsible for any defect, interruption, or failure caused by a Third Party Service. These services are provided “as is,” and any warranties or guarantees come directly from the vendor. If something goes wrong, we’ll do our best to help troubleshoot or suggest a workaround, but we can’t promise a perfect solution in every case. Finally, if you receive a Third Party Service through us and the vendor increases their fees, we may need to pass that increase through to you. If you purchase directly from the vendor, their pricing and terms will apply. In either case, we’ll always try to give you as much advance notice as we reasonably can.

Implementation

Advice; Instructions. From time to time, we’ll give you recommendations about your technology environment, such as replacing aging equipment, upgrading storage or security, or avoiding actions that could introduce risk. We strongly encourage you to act on those recommendations. If they are not followed, issues like downtime, performance problems, or security risks may result, and we cannot take responsibility for those outcomes. In some cases, if our recommendations are ignored or if your systems do not meet the minimum requirements we set, it may become impractical or unreasonable for us to continue providing certain services. If that happens, we may adjust the scope of our work, or, if necessary, terminate the affected services for cause by giving you notice. Any extra work required to fix issues that arise from not following our advice, from unauthorized modifications, or from failing to meet minimum requirements will be considered out-of-scope and billed separately unless we agree otherwise in writing.
1. Co-Management. Sometimes you may have other IT staff or vendors involved alongside us (“Co-Managed Providers”). We are happy to work in that kind of shared environment, but there are a few things to be aware of. We are not responsible for the actions, mistakes, or downtime caused by Co-Managed Providers. If their direction conflicts with ours, we will defer to them and let you know. Any issues that arise from Co-Managed Providers’ work, or from disagreements between providers, will be your responsibility, not ours. We will do our best to collaborate smoothly, but we cannot take on liability for things outside our control.
2. Prioritization. We’ll schedule and prioritize services in a way that makes sense for your needs and for the overall environment. Start dates may shift a little if certain prerequisites (like onboarding or transition steps) need to be finished first. We’ll always communicate with you about timing so there are no surprises.
3. Modifications. To keep things running smoothly, please don’t make major changes to your systems — such as moving equipment, reconfiguring devices, or installing software — unless we’ve explicitly approved them in advance. Unauthorized changes can cause issues we can’t be responsible for. If something does break because of an unapproved modification, fixing it will be considered out-of-scope and billed separately.
Third Party Support. Sometimes an issue with your hardware or software requires the involvement of the manufacturer or vendor. In those cases, we may contact the vendor on your behalf to get the problem resolved. Any fees or costs charged by the vendor will be passed through to you. If we expect those costs in advance or if they’re more than $300, we’ll get your approval before moving forward, unless urgent circumstances require immediate action to protect your systems.
Authorized Contact(s). To make sure we’re always taking direction from the right person, you’ll designate one or more “Authorized Contacts.” We’ll rely on instructions from those individuals for decisions about your services. If no Authorized Contact is listed in your Quote, the default will be the person who signed the Quote or the person you’ve generally introduced as your point of contact. If you need to change your Authorized Contact, please notify us in writing (email is fine). For security reasons, we can’t accept changes through voicemail, tickets, or other indirect methods. We may pause work until we’re able to confirm who has authority to give direction on your behalf.
Access. To deliver our services, we (and certain third-party providers we work with) will need the ability to access your systems and network (“Environment”). That access may include monitoring, troubleshooting, and installing software agents where required. It’s your responsibility to make sure we have the necessary permissions, licenses, or rights of entry before services begin. You’re also responsible for maintaining safe working conditions at your locations. We won’t perform work in environments that pose safety risks or require extraordinary measures beyond standard industry practice.
Ongoing Requirements. To keep your systems secure and reliable, all hardware and software in your environment must be properly licensed and genuine. If we request proof of licensing or authenticity, you’ll need to provide it. We may also specify certain minimum standards for hardware or software (“Minimum Requirements”). These requirements must be in place, and maintained over time, as a condition of us continuing to provide services.
Response. We will respond to issues in line with the Quote or Services Guide. There are some circumstances, however, where delays are outside of our control and we are not responsible for them. These include: (i) the Transition Exception described below; (ii) scheduled maintenance periods; (iii) delays caused by your own actions or unresponsiveness; (iv) outages or failures caused by third party vendors; (v) any period where we need to suspend services to protect your systems or ours; or (vi) events beyond our control such as natural disasters or power failures.
1. Scheduled Downtime. This refers to planned maintenance or adjustments to your environment. We will not schedule downtime between 9:00 AM and 5:00 PM Pacific Time, Monday through Friday, unless you approve or emergency circumstances require it. We will make every effort to provide at least twenty-four (24) hours’ notice before scheduled downtime begins.
2. Client-Side Downtime. If delays are caused by your actions or omissions, such as unavailability of your Authorized Contact or required approvals, we cannot be held responsible. This is referred to as Client-Side Downtime.
3. Vendor-Side Downtime. If delays are caused by third party vendors, licensors, or other upstream providers, we cannot be held responsible. This is referred to as Vendor-Side Downtime.
4. Transition Exception. During the first forty-five (45) days of a new service, or during periods where we are assisting you with off-boarding or transitioning to another provider, standard response time commitments do not apply. Some delays should be expected in these circumstances.

Fees and Payment

Fees. You agree to pay the fees outlined in your Quote and Services Guide. You’re also responsible for sales tax and any other applicable government charges. If you qualify for a tax exemption, please provide us with the proper documentation. In addition, you’re responsible for costs related to shipping, insurance, and any taxes tied to the equipment or services we provide (for example, import or export duties, sales tax, or excise taxes).
Schedule. Unless your Quote says otherwise, fees are due in advance of the services being provided. Most of our services are billed as automatic monthly recurring payments. If you prefer another payment method, additional costs may apply.
Nonpayment . If an invoice is not paid within fifteen (15) days after its due date, interest will be added to the balance. The interest rate will be the lower of 1% per month or the maximum rate allowed by law. We may suspend some or all services if undisputed fees are not paid on time. Charges will continue to accrue during any suspension. If services are suspended for nonpayment, a reconnect fee of up to 10% of your monthly recurring fees may be charged. If you believe an invoice is incorrect, you must let us know within sixty (60) days of the service date or payment date (whichever is later). After that, the charge is considered final.
1. Minimum Monthly Fees. The Quote may set a minimum monthly fee (“MMF”) for recurring services. This is the lowest monthly amount you will be billed during the term, even if the number of users or devices goes down. A reduction below the MMF is only possible if we agree in writing. Any changes to the number of covered devices, hardware, or authorized users must also be confirmed in writing and accepted by both parties.
2. Increases. Our monthly recurring fees may increase from time to time and will appear on your invoice. If, in a given calendar year, a single increase—or multiple increases combined—exceed five percent (5%) of the fees you paid for the same services in the prior year, you will have sixty (60) days to end the services by giving us written notice (“Termination Option Period”). If you choose to terminate during this period, you are still responsible for all fees through the termination date and for any pre-approved, non-cancellable expenses we’ve incurred (such as per-seat licensing costs). Continuing to use the services after the Termination Option Period means you accept the new fees. Note: increases passed through from third-party vendors (“Pass Through Increases,” described in the Scope section) are separate and not included in the 5% calculation.
3. Schedule of Payments. All invoices must be paid automatically by ACH, check, or a credit card we have on file. If you’ve authorized both ACH and credit card payments, we’ll try ACH first; if that fails, we’ll charge the credit card. By enrolling in ACH, you authorize us to debit your designated checking or savings account for payments due under the Quote. This authorization remains in place until you cancel it in writing. By enrolling in credit card payments, you authorize us to charge your card for amounts due under the Quote. For credit card payments, we may add a convenience fee, but only up to the amount it actually costs us to process the transaction. A $20 service charge (or the maximum allowed by law, if lower) applies to any ACH, credit card, or check payment that is rejected or returned unpaid.
4. Expenses. If we incur extra costs while providing services during a national, state, or local emergency—or during shortages of fuel, labor, or other resources—those costs will be invoiced to you. If we incur extra costs while providing services during a national, state, or local emergency—or during shortages of fuel, labor, or other resources—those costs will be invoiced to you.

Limited Warranties; Limitations of Liability

Hardware / Software Purchases. Items you purchase through us—such as equipment, hardware, software, or accessories (“Third Party Products”)—are usually nonrefundable once they’re obtained from the third-party vendor or reseller. If you want to return something, the vendor’s return policy will apply. We cannot guarantee that products will be returnable or exchangeable, and you are responsible for any restocking or return fees charged by the vendor. We will make reasonable efforts to transfer to you any warranties or service commitments that come with the product. However, we are not responsible for the quality, performance, or reliability of Third Party Products. They are provided to you “as is,” without any warranties from TychoTeam.
Liability Limitations. This section limits the financial responsibility of both you and TychoTeam. It is a key part of our agreement. TychoTeam would not be able to provide services without these limits in place. Neither party will be liable for indirect, special, consequential, or punitive damages—for example, lost revenue, lost profits, or business interruption—even if told such damages might occur. The only exceptions to this rule are fees owed to TychoTeam under this Agreement, reasonable attorneys’ fees awarded to the prevailing party, your indemnification obligations, and any amounts due under the non-solicitation provision. For all other claims, each party’s total liability to the other will be limited to actual direct damages, up to the greater of (a) the fees you paid to TychoTeam for the specific service involved in the claim during the six months before the issue arose, or (b) $10,000. For all other claims, each party’s total liability to the other will be limited to actual direct damages, up to the greater of (a) the fees you paid to TychoTeam for the specific service involved in the claim during the three months before the issue arose, or (b) $10,000.

Indemnification

Each party agrees to protect the other from losses, costs, or damages (including reasonable attorneys’ fees) if they breach this Agreement. The party receiving protection (the “Indemnified Party”) will have the right to manage how the claim is handled, including hiring and directing legal counsel. The other party (the “Indemnifying Party”) can choose to have their own lawyer involved at their own expense, but the Indemnified Party’s lawyer will lead the defense. No claim can be settled without the Indemnifying Party’s written consent, which will not be unreasonably withheld.

Term; Termination

There are a few different dates to keep in mind: when this Agreement begins and ends, and when each set of services under a Quote begins and ends. Every Quote has its own term, and each one ends only as described in this Agreement, the Quote itself, or the Services Guide.

This Agreement. This Agreement starts on the date you accept a Quote or we first provide services to you, whichever comes first. It stays in effect until either (i) one of us ends it for cause (explained below), or (ii) thirty (30) days after the last service we provide to you. When this Agreement ends, all services stop immediately. Ending the Agreement does not erase any fees that were already due; those still need to be paid. If services are in progress under a Quote, neither party can end the Agreement without cause until those services are completed.
Quotes. Each Quote has its own start and end dates, as explained in the Quote itself and in the Services Guide. Ending one Quote does not automatically end this Agreement or any other Quotes that are in place. Some Quotes or the Services Guide may provide for auto-renewal, so please review those documents carefully.
Term. The length of each Service is set out in the applicable Quote and Services Guide. Unless a Quote clearly states otherwise, Services automatically renew at the end of each term. Ending one Quote does not automatically end this Agreement or any other Quotes. Regardless of the reason a Service ends, you agree to pay all Access Licensing fees as described in the Miscellaneous section.
Termination Without Cause. Neither you nor TychoTeam may end this Agreement without cause if services are in progress under a Quote. Likewise, a Quote cannot be ended early without cause before its scheduled end date. For example, if a Quote covers a one-year service, it cannot be ended early without cause. If you end a Quote without cause and without TychoTeam’s consent, you agree to pay the termination fee described in the “Termination for Cause” section.
Termination For Cause. If either party seriously breaches this Agreement, the Services Guide, or a Quote, the other party may end the affected Services for cause. To do this, the non-breaching party must first send written notice describing the breach. The breaching party then has twenty (20) days to fix it, or ten (10) days if the breach is for nonpayment. If the breach is not fixed, the non-breaching party may terminate the affected Services.
1. Remedies for Early Termination. If TychoTeam ends this Agreement or a Quote for cause, or if you end a Quote early without cause, you agree to pay all amounts that would have been owed through the full term of the Quote (the “Termination Fee”). If you end a Quote for cause, you only pay for Services delivered and accepted up to the termination date.
2. Service Tickets. Technology systems are complex, and issues such as conflicts between hardware, software, or user errors can happen. The number of service tickets submitted is not, by itself, proof that TychoTeam is in default under this Agreement.
Client Activity as a Basis for Termination. If you or your staff, contractors, or representatives engage in behavior that makes it impractical or unreasonable for us to provide Services, TychoTeam may end this Agreement or the affected Quote for cause with ten (10) days’ written notice.
Consent. Either party may agree in writing (email is acceptable) to end a Quote or this Agreement at any time.
Auto-Renewal. Unless a Quote says otherwise, any managed Service that is billed monthly will automatically renew for the same length as the original term. Either party may stop renewal by giving at least thirty (30) days’ written notice before the end of the current term. One-time projects, break/fix work, and temporary services do not automatically renew.
Equipment / Software Removal. When this Agreement or a Quote ends, you will allow TychoTeam access during normal business hours to remove any TychoTeam-owned equipment from your premises or other locations. If we are denied access, or if equipment is missing, broken, or damaged (other than normal wear and tear), you agree to pay the full replacement cost. Some services may require software agents to be installed. You agree not to remove, disable, or interfere with these agents unless we instruct you to do so.
Transition; Deletion of Data. If you ask for our help to transition to another provider, we will provide that assistance once all outstanding fees are paid in full. Transition help will be billed at our then-current hourly rate, and we may require payment up front. Transition services include retrieving passwords, log files, administrative information, or converting data. Any software configurations we develop for you remain our property and will not be shared. Unless stated in a Quote, Services Guide, or required by law, we are not obligated to keep or provide Client data after this Agreement or the related Services end.

Confidentiality

Defined. “Confidential Information” means any non-public information shared by one party (the “Discloser”) with the other (the “Recipient”), including customer data, internal documents, communications, reports, or methods. Information is not considered confidential if it (i) becomes public through no fault of the Recipient, (ii) is developed independently by the Recipient, or (iii) was lawfully obtained by the Recipient from another source without a duty of confidentiality.
Use. The Recipient will protect Confidential Information and will not share it with others except (i) when the Discloser gives written permission, (ii) when it is needed to perform obligations under this Agreement, or (iii) when required by law or regulation.
Due Care. The Recipient will protect Confidential Information with at least the same level of care it uses to protect its own sensitive information, and no less than a reasonable standard of care.
Compelled Disclosure. If the Recipient is legally required to disclose Confidential Information, such as by subpoena, court order, or similar process, the Recipient will promptly notify the Discloser in writing, unless the law prohibits notice. The notice will include a copy of the request and the required response date. At the Discloser’s request and at the Discloser’s expense, the Recipient will cooperate to seek a protective order or other remedy, or to narrow the scope of the request. If protection is not granted in time, the Recipient may disclose only the portion of Confidential Information that it is legally required to disclose, after confirming with counsel that disclosure is required. Where practicable, the Recipient will ask the tribunal or authority to treat the information as confidential or to receive it under seal. Any Confidential Information disclosed in this way remains subject to the confidentiality obligations in this Agreement.
Additional NDA. Sometimes specific third-party requirements (such as HIPAA or similar) may require a separate nondisclosure agreement. If that occurs, both agreements will apply, and the stricter rules will control.

Ownership

Each party retains ownership of the intellectual property it already owns, including copyrights, trademarks, patents, and other protected works. Nothing in this Agreement, any Quote, or the Services Guide transfers ownership or goodwill in one party’s intellectual property to the other.

TychoTeam will own any software, code, or other works we create while delivering services to you. If we provide licenses for third-party software, you understand that those products are licensed, not sold. Your use of that software is subject to this Agreement, the applicable Quote, our written directions, and the vendor’s end user license agreement (EULA). No other uses are permitted.

We do not make any guarantees about third-party software, including quality, performance, merchantability, or fitness for a particular purpose. Those assurances, if any, come directly from the vendor.

Arbitration

Except for undisputed collections actions to recover unpaid fees, any dispute or claim related to this Agreement will be resolved by binding arbitration. One arbitrator will hear the matter, chosen by mutual agreement. The arbitration will be administered by the American Arbitration Association (AAA). If no AAA arbitrator is available within twenty miles of Multnomah County, Oregon, we may use another recognized arbitration forum.

If the parties cannot agree on an arbitrator within fifteen days after arbitration is requested, the arbitration body will appoint one. The arbitrator must have experience with contracts and information technology. Unless we agree otherwise, the arbitration will take place at a mutually agreed neutral location within Multnomah County, Oregon.

The arbitrator will decide the scope of discovery, but both parties intend for discovery to be limited to what is needed to address the specific dispute. The initial costs of arbitration will be split evenly. The party that prevails will be entitled to recover its reasonable attorneys’ fees and costs.

Miscellaneous

Changes to Services Guide. Some of the details of the Services are explained further in our Services Guide. We may update that guide from time to time. If any update would materially and negatively affect your Services, we will notify you by email.
End User Agreements. Some Services require third-party software or platforms. Those providers often require acceptance of their end user agreements. By signing this Agreement, you allow us to accept those agreements on your behalf if needed. These agreements may contain terms that differ from those in this Agreement, such as warranties or service levels. If those agreements change, we may adjust your Quote to keep both of us compliant. You agree to follow the terms of all applicable end user agreements.
Devices. You confirm that we are authorized to access all devices connected to your environment, including computers, servers, phones, and tablets. Devices must be part of the agreed environment to be covered. If you connect devices that we do not know about or that are not under a managed service plan (“Unknown Devices”), we are not responsible for diagnosing or fixing issues they cause, and we have no obligation to support them.
Insurance Forms. If we help you fill out insurance forms or similar documents, our responses are based only on what we know about your environment at that time. If your environment has been changed without our knowledge or if you have disabled security features, our answers may no longer be correct. You agree to hold us harmless from any claims, costs, or fees (including reasonable attorneys’ fees) that arise from such unauthorized changes or from relying on our responses under those conditions.
Equipment. Any equipment you return to us at the end of the Services will be wiped of data. However, we cannot guarantee that deleted information will always be irrecoverable. For that reason, we strongly recommend that you permanently delete any personal, Confidential Information, or highly sensitive data from equipment before sending it back.
Compliance. Unless a Quote specifically states otherwise, our Services are not designed to bring you into full compliance with laws or regulations that apply to your business. In some cases, the Services may help support your compliance efforts, but they are not a compliance solution. Any remediation, recommendations, or response plan we provide is not legal advice. You are responsible for securing your own legal counsel regarding any regulatory or statutory obligations that apply to your business. If we provide a plan, it reflects the laws and regulations in effect when it is delivered. Later changes to those rules may make the plan outdated.
Disclosure. You confirm that no law or regulation currently prevents us from providing the Services to you, or requires us to register with or report to a regulator because of the Services. If that changes, you agree to notify us promptly. We may then need to adjust the scope or pricing of the Services. If you are subject to privacy laws (such as HIPAA), you must tell us before sharing protected information so we can handle it properly.
No Fiduciary. Our relationship with you is limited to the Services described in this Agreement. We are not your fiduciary. If a fiduciary relationship were ever imposed by law for anything outside the scope of the Services, you agree to waive it.
Virtual Security. You understand that no security solution is perfect. Malware, ransomware, or other threats may bypass protections in the Environment. We cannot guarantee that all malicious activity will be detected, blocked, or removed, or that data affected by malware (“Impacted Data”) can be recovered. Unless a Quote says otherwise, recovery of Impacted Data is out of scope. We are also not responsible for enabling multifactor authentication unless specifically included in a Quote or Services Guide. You should train your staff to recognize phishing and strongly consider carrying cyber insurance. Unless a security incident is caused by our intentional misconduct or gross negligence, we are not responsible for related costs, damages, or losses.
Physical Security. You agree to maintain reasonable physical security for all managed hardware and devices under your control. This includes using locks, alarms, fire detection and suppression systems, and regularly reviewing access rights to keep them accurate and up to date.
Updates. Updates and patches (“Updates”) are created and distributed by third parties. If Updates are included in the Services, we will install them following the manufacturer’s guidance. We cannot guarantee that any Update will work as expected, and we are not responsible for downtime or losses related to an Update. We are also not responsible if an Update makes a device or software unusable. We may decide to delay installing an Update until we are confident it is compatible and useful in your Environment.
No Poaching. During the term of this Agreement and for one year after it ends, neither party will hire or solicit the other party’s employees with whom they worked. If a breach occurs and is not corrected after notice, the breaching party must pay the greater of $100,000 or the total amount that employee was paid in the prior year as liquidated damages. Any attempt to solicit an employee will be considered a material breach, giving the other party the right to terminate this Agreement or any current Quote For Cause.
Collections. If your account is sent to collections for undisputed fees, you are responsible for all related costs, including reasonable attorneys’ fees.
Assignment. Neither this Agreement nor any Quote may be assigned without the other party’s written consent. The Agreement binds and benefits the parties, their legal representatives, and permitted successors. We may assign our rights and obligations if we merge, consolidate, or sell most of our business, as long as the new owner assumes our obligations.
Amendment. This Agreement and any Quote may be amended only in writing, initiated by us, and specifically referencing the document being changed. You must accept the amendment in writing, which can include email or electronic signature.
Time Limitations. Unless prohibited by law, any claim related to the Services (other than nonpayment) must be filed within six months of when the issue arises. After that, the claim is barred.
Severability. If any part of this Agreement, a Quote, or the Services Guide is found invalid by a court, that part will be ineffective only to the extent of the invalidity. The rest will remain enforceable to the fullest extent allowed by law.
Other Terms. We are not bound by any terms printed on your purchase orders, invoices, or other documents unless we expressly acknowledge and accept them in writing.
No Waiver. If either party does not enforce a term of this Agreement, or allows extra time for performance, that does not mean the term is waived for future situations.
Merger. This Agreement, together with the Quote and Services Guide, is the entire agreement between us. It replaces any prior agreements or understandings about the Services, though any payment obligations from earlier agreements still apply. We are not bound by statements or promises from our staff unless they are written in this Agreement, a Quote, or the Services Guide. Our website and marketing materials are for general information only and do not create binding obligations.
Force Majeure. Neither party is liable for delays or failures caused by events outside their reasonable control. Examples include government actions, natural disasters, terrorism, riots, labor disputes, power or communication outages, transportation delays, cyberattacks, malware, or other similar events.
Survival. Any provisions that by their nature should continue after termination will remain in effect. If any provision is unenforceable by law, it will be removed and the rest of the Agreement will still apply.
Governing Law; Venue. This Agreement is governed by Oregon law. For any disputes not handled through arbitration, you agree to jurisdiction in Multnomah County, Oregon.
No Third Party Beneficiaries. This Agreement is only for the benefit of the parties who sign it. No third party has rights under it.
Usage in Trade. No industry customs or past practices between us can change or add to the terms of this Agreement.
Notices; Writing Requirement. Required notices may be sent by U.S. mail, overnight courier, or email. Mail is deemed delivered after three business days, courier after one day, and email after one day if sent to the last known or designated address. Email and electronic documents count as “writing” under this Agreement.
Independent Contractor. TychoTeam is an independent contractor, not your employer, employee, partner, or affiliate.
Contractors. If we use contractors for onsite services, we will stand behind their work as if we did it ourselves. Third Party Services that we resell are not considered our contractors, and Third Party Providers are not our subcontractors.
Data & Service Access. Some Services may be delivered by people outside the U.S., and your data may sometimes be stored or accessed on secure servers outside the U.S. If you require a different arrangement, let us know, but additional costs may apply.
Access Licensing. Some Services require us to purchase “per seat” or “per device” licenses from Third Party Providers, such as Microsoft or Cisco. These licenses usually cannot be canceled or transferred. You agree to pay for all such licenses for their full term, even if Services end early. Once paid in full, you may use the licenses until they expire.
Critical Vendor Status. If you declare bankruptcy or assign assets for the benefit of creditors, you agree to treat TychoTeam as a “critical vendor.” You will take all steps needed to ensure we are designated for payment and given the same priority as your other critical vendors.
Counterparts. This Agreement and any related Quotes or amendments may be signed in multiple copies, all of which together make up one agreement. Electronic signatures and scanned copies are valid and binding.

Last Updated: September 2025