Terms of Service

1. Definitions

• "Services": Incident response, runbook delivery, diagnostic consulting, and guidance for Microsoft Exchange Online and related technologies
• "Platform": Our website, tools, knowledge base, and any software or APIs we provide
• "Client" or "You": The organization or individual using our Services
• "Guidance": Our written, verbal, or digital recommendations, runbooks, and advice
• "Confidential Information": Non-public information either party shares, marked as confidential or reasonably understood to be confidential

2. Service Scope & Engagement

2.1 Nature of Services

ExchangeGuardians provides:

• Diagnostic analysis and root cause identification for Exchange Online incidents
• Production-safe runbooks with pre/post checks and rollback procedures
• Incident response support, guidance, and technical recommendations
• Access to knowledge base, issue library, and documented remediation procedures

2.2 Limitations

Our Services do not include:

• 24/7 on-call support (unless separately contracted); response times are advisory
• Direct execution of changes in your tenant (you authorize and execute all changes)
• Guaranteed issue resolution; we provide best-effort diagnosis and recommendations
• Microsoft support or replacement for official Microsoft support contracts
• Training, architecture design, or long-term consulting (unless separately engaged)

2.3 Client Responsibility

You are responsible for:

• Evaluating all Guidance in your specific context before implementation
• Obtaining proper approvals, change control, and authorization before executing changes
• Testing changes in non-production environments first
• Maintaining backups and rollback capability
• Verifying that Guidance complies with your policies, regulations, and compliance requirements
• Maintaining valid Microsoft licensing and support (if applicable)

3. Limitations of Liability

3.1 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• Merchantability, fitness for a particular purpose, or non-infringement
• Accuracy, completeness, or reliability of Guidance or diagnostic data
• That our Services will resolve your incident or prevent future incidents
• Uninterrupted or error-free operation of the Platform

3.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability for any claim is limited to fees paid for the specific Service giving rise to the claim (or $100 if no fees were paid)
• We are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, data loss, or business interruption, even if advised of the possibility
• These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, etc.)

3.3 Exceptions

Liability limitations do not apply to:

• Either party's indemnification obligations
• Breaches of confidentiality obligations
• Violations of intellectual property rights
• Gross negligence or willful misconduct
• Claims that cannot be limited under applicable law

4. Acknowledgment & Assumption of Risk

YOU ACKNOWLEDGE AND AGREE THAT:

• Production changes carry inherent risk; we mitigate but do not eliminate that risk
• Our Guidance is advisory; you execute changes at your own risk with your own judgment and approvals
• Incidents may result in data loss, downtime, or other damages; you assume all such risks
• Microsoft Exchange Online is managed by Microsoft; we are not responsible for Microsoft's service, security, or actions
• You are responsible for validating all changes and maintaining audit trails

5. Acceptable Use

You agree not to:

• Use our Services for unlawful purposes or to violate any laws or regulations
• Access, test, or probe our Systems or Platform for vulnerabilities (unless under a formal penetration testing agreement)
• Attempt to reverse-engineer, decompile, or extract our proprietary methodologies
• Transmit malware, ransomware, or code intended to harm our Systems
• Engage in competitive intelligence gathering, scraping, or unauthorized data collection
• Use the Platform or Services to support or facilitate attacks on third parties
• Share access credentials or circumvent authentication mechanisms
• Harass, abuse, or threaten our team members

Violations may result in suspension or termination of Services without refund.

6. Intellectual Property

6.1 Our IP

ExchangeGuardians retains all rights to:

• Platform, website, code, tools, and methodologies
• Runbooks, decision trees, and documented procedures (published in our Knowledge Base)
• Brand, trademarks, and logos

You may use our published Guidance (e.g., Knowledge Base articles) solely for your internal business operations. You may not redistribute, republish, or commercialize our Guidance without written permission.

6.2 Your Content

You retain ownership of data you provide (logs, configurations, tenant details). By providing data, you grant us a non-exclusive, limited license to:

• Use the data to diagnose your incident and provide Services
• Retain de-identified, aggregated data for anonymized analysis, research, and service improvement (no names, identifiers, or sensitive details)

7. Confidentiality

7.1 Confidential Information

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information solely to perform Services or fulfill our obligations
• Protect it with the same care used for its own confidential information (minimum: reasonable industry-standard security)
• Limit access to employees, contractors, and service providers with a need-to-know

7.2 Exceptions

Confidentiality obligations do not apply to information that is:

• Publicly available (not due to a breach)
• Legally required to be disclosed (we will provide advance notice if permitted)
• Already in your possession prior to disclosure
• Independently developed without reference to Confidential Information

8. Indemnification

8.1 Client Indemnification

You agree to indemnify, defend, and hold harmless ExchangeGuardians from claims arising from:

• Your use of our Services in violation of these Terms or applicable law
• Changes you execute based on our Guidance that violate your policies or regulations
• Your unauthorized disclosure of our Confidential Information
• Your violation of third-party intellectual property rights

8.2 Our Indemnification

We agree to indemnify you from claims that our published Guidance infringes a third party's intellectual property rights (we will modify the Guidance or replace it with non-infringing alternative at our expense).

9. Term & Termination

9.1 Engagement Term

Service engagements are effective for the period specified in our Statement of Work (SOW) or invoice. If no term is specified, Services are on-demand and may be terminated by either party with 5 business days' written notice.

9.2 Termination for Cause

Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 15 days of written notice.

9.3 Effect of Termination

Upon termination:

• Access to our Platform and Services ceases
• Confidentiality obligations survive indefinitely
• Limitation of liability and indemnification survive indefinitely
• Payment for Services rendered is immediately due

10. Dispute Resolution & Governing Law

10.1 Governing Law

These Terms are governed by the laws of [Jurisdiction], without regard to conflict-of-law provisions.

10.2 Dispute Resolution

Any disputes shall be resolved as follows:

• Good Faith Negotiation: The parties will attempt to resolve disputes through good-faith negotiation for 30 days
• Mediation (Optional): If unresolved, either party may propose non-binding mediation
• Arbitration or Litigation: Disputes shall be subject to [binding arbitration under JAMS rules] or [exclusive jurisdiction of courts in Jurisdiction]

10.3 Attorneys' Fees

The prevailing party in any dispute may recover reasonable attorneys' fees and costs.

11. Payments & Refunds

11.1 Fees

Pricing and payment terms are specified in our SOW or invoice. Fees are non-refundable except as required by law or as explicitly stated in an SOW.

11.2 EU Consumer Right of Withdrawal

For EU Consumers: In compliance with EU Consumer Rights Directive 2011/83/EU, if you are a consumer located in the European Union, you have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period expires 14 days from the date of contract conclusion (service order). To exercise your right of withdrawal, you must inform us of your decision by a clear statement sent to:

• Email: legal@exchangeguardians.com
• Subject: "EU Consumer Withdrawal - [Your Name]"

Early Performance Waiver: If you request that Services begin during the withdrawal period and we deliver completed services (e.g., incident resolved, runbook delivered), you acknowledge that you lose your right of withdrawal for those completed services. You will be charged proportionally for services performed up to withdrawal.

Refund Timeline: We will reimburse all payments received from you (minus proportional charges for completed services) within 14 days from the day we receive your withdrawal notice.

Exclusions: The right of withdrawal does not apply to services fully performed with your prior express consent and acknowledgment that you lose your withdrawal right upon completion.

11.3 Late Payment

Invoices are due within 30 days unless otherwise specified. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

11.4 Taxes

You are responsible for all applicable sales, VAT, GST, and other taxes. If you provide a valid tax-exempt certificate, we will not charge sales tax.

12. Representations & Warranties

You represent and warrant that:

• You have authority to accept these Terms and enter into a Service engagement
• You own or control all data you provide; you are not infringing any third-party rights
• You have all licenses and permissions for Microsoft 365 and Exchange Online required to use our Services
• You will comply with all applicable laws and regulations in your use of our Services

13. Changes to Terms

We may update these Terms at any time. Material changes will be posted with advance notice. Continued use of our Services constitutes acceptance of updated Terms. If you object, you may terminate Services without penalty.

14. Entire Agreement

These Terms, together with any SOW or separate agreement, constitute the entire agreement between you and ExchangeGuardians. Any prior discussions or agreements are superseded. In case of conflict between a signed SOW and these Terms, the SOW controls.

15. Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in force. We will replace an invalid provision with a valid one that achieves the original intent.

16. Contact & Notices

For notices, disputes, or questions regarding these Terms:

• Email: legal@exchangeguardians.com
• Address: ExchangeGuardians, Legal Department, (jurisdiction to be added)

17. Compliance & Legal Framework

These Terms comply with:

• EU Consumer Rights Directive 2011/83/EU: 14-day withdrawal right for EU consumers (see Section 11.2)
• GDPR 2016/679: Data protection and privacy (see Privacy Policy)
• Google API Services User Data Policy: Compliance when using Google services
• Microsoft Partner Network Terms: Authorization to provide Microsoft 365 support services
• Applicable Contract Law: Professional services agreements governed by [Jurisdiction]