ADDITIONAL TERMS AND CONDITIONS FOR MANAGED CORE INFRASTRUCTURE SERVICES (MCIS) 

Effective November 24, 2025 

These Additional Terms and Conditions for Managed Core Infrastructure Services (“MCIS T&C”) shall apply to those specific MCIS (as defined below) under any MCIS Purchase Document (as defined below) with Networking Technologies, LLC (“Company”), located at 3910 Caughey Road, Ste. 120, Erie, PA 16506, and the party named in such MCIS Purchase Document, along with its Affiliates (collectively, “Customer”), and shall supplement and be in addition to those certain Terms and Conditions posted on Company’s website at https://www.net­cloud.com/general-terms-conditions from time to time as of the date(s) specified in the MCIS Purchase Document (the, “Effective Date”). 

NOTICE: Company and Customer agree and acknowledge that, upon the contracting and execution of a MCIS Purchase Document for MCIS by and with Company as set forth herein and therein, Customer and Customer’s Equipment, Systems, Services, and/or MCIS Purchase Document shall be subject to these MCIS T&C in addition to and as a supplement to the Terms and Conditions as aforesaid. All capitalized terms used in this MCIS T&C and not otherwise defined herein shall have the meanings given to them in the Terms and Conditions posted on Company’s website at https://www.net­cloud.com/general-terms-conditions from time to time. 

By approving and executing a MCIS Purchase Document, Customer hereby agrees to and shall be bound by these MCIS T&C, in addition to and as supplementing the Terms and Conditions, and shall remain in effect for so long as each such MCIS Purchase Document and/or other agreement is in effect by and between Company and Customer. 

1. DEFINITIONS. In addition to the terms defined in the Terms and Conditions and elsewhere in the Agreement, the terms set forth in Section 1 shall have the following meanings in these MCIS T&C: 
   • “Agreement” means, collectively, these MCIS T&C, the Terms and Conditions, the MCIS Purchase Document, all other Purchase Documents, and all such other documents, schedules, exhibits and attachments that the parties’ authorized representatives mutually agree to in writing from time to time.
   • “MCIS” and “Services” means those certain Managed Core Infrastructure Services as set forth and identified in Section 3 below in these MCIS T&C, as well as outlined in Customer’s MCIS Purchase Document(s), including, without limitation, Company’s implementation and management of Managed Core Infrastructure Services as set forth and identified in Section 3 hereinbelow.
   • “MCIS Purchase Document(s)” means, collectively, any and all quotes, proposals, purchase orders, change orders and/or any related contracts, agreements or documents that are approved and executed by Customer and Company for the provision or performance of, and/or the implementation of, MCIS and related Services in conjunction with these MCIS T&C. 
2. GENERAL STATEMENT OF PURPOSE. 
   • The parties’ intent and expectation in entering into this relationship is for Company to provide Managed Core Infrastructure Services to Customer as further described in the Agreement and the MCIS Purchase Document herein. Customer desires to obtain the Services described herein and in the Agreement, and Company is ready, willing, able and experienced in the provision of such Services.
   • If any Services, functions or responsibilities not specifically described in the Agreement and/or in the MCIS Purchase Document are reasonably required for the proper performance and provision of the Services hereunder or are an inherent part of or necessary sub-task included within the Services, then such Services, functions or responsibilities will be deemed to be implied by and included within the scope of these Services, as applicable. 
3. DESCRIPTION OF MANAGED CORE INFRASTRUCTURE SERVICES (MCIS). In conjunction with the MCIS Purchase Document and subject to the terms, conditions, and requirements of these MCIS T&C and the Terms and Conditions, Customer is required to select one of the three service options described below – namely, MCIS Essential, MCIS Advanced, or MCIS Professional. Company will provide the specific service option chosen by Customer under and pursuant to the Agreement. 
   • MCIS Essential provides foundational monitoring services designed to ensure the reliability and security of Customer’s IT environment. Key features include:
     • 24×7 Infrastructure Monitoring. Company will continuously monitor servers, storage, and network components to detect and notify issues promptly. Proactive identification and escalation of incidents to Customer will minimize downtime.
     • System Performance Analytics. Company uses various tools to collect, analyze and report data on a standard suite of metrics related to system performance, including CPU utilization, memory utilization, disk I/O, network throughput, network interface utilization, storage capacity, uptime/downtime, health, and system load averages. These metrics are monitored in real-time and aggregated over time to identify trends, detect anomalies, and ensure optimal system performance. Alerts are configured for threshold breaches, and regular reports are generated to provide visibility into system health, resource usage, and potential areas for optimization. Customer will receive weekly e-mail-based reports generated by Company’s systems. 
     • Uptime & Service Health Monitoring. With Customer cooperation, Company becomes aware of the availability levels that the Customer’s service provider(s) has/have agreed upon and assured to Customer in writing (Customer Service Level Agreement, or SLA with Customer service providers). Since accountability is a critical factor, Company will track the availability of Customer network devices and circuits so that actual availability can be compared to the SLA agreed upon. 
     • Network Performance Analysis & Traffic Intelligence. Similar to System Performance Analytics, Company uses various tools to collect, analyze and report data on a standard suite of metrics related to network performance, including CPU utilization, memory utilization, bandwidth utilization, line errors and latency. This is done in near real-time and historically, to provide a complete performance picture. Customer will receive weekly e-mail-based reports generated by Company’s systems. 
     • Configuration Management. Continual monitoring of systems retrieves active configurations of contracted network devices that support manageability and stores all configurations inside Company’s tool. If a change has occurred to the configuration of the device, a new backup is collected within 60 minutes of the detected change, and a report of the change will be sent to Customer. In the event of a loss of a device or its configuration, Customer can request the most recent configuration from Company. 
     • Smart IT Event Detection & Alerts. Company uses various tools to collect, analyze and report data to produce adaptive threshold alerts based on historical baselines. Event correlation rules are used to group related alerts into single incident to reduce redundant alerts and suppress non-actionable events.
     • Automated Fault Diagnosis. Anomaly detection algorithms are used to identify deviations from normal network behavior, such as latency spikes or excessive CPU usage, leveraging analytics. Event correlation rules automatically link symptoms across multiple devices to pinpoint root causes. Customers receive fault-related insights through a streamlined, multi-channel delivery system designed for clarity and responsiveness. When a fault is detected, Customer is notified via real-time alerts through email, SMS, or in-app messages, detailing the issue, affected services, and severity. Customer can access interactive dashboards through a secure portal to view fault impact, resolution progress, and historical trends. For deeper analysis or record-keeping, automated reports are sent in PDF or CSV formats. In cases where recurring patterns suggest a likely fault, Customer receives proactive notifications with recommended actions to prevent service disruption. 
     • AI-Driven Incident Prioritization. Company will deliver an AI-driven incident prioritization capability that dynamically evaluates and ranks incidents based on severity, impact, and urgency. Customer receives incident prioritization updates through a responsive communication system that ensures Customer is informed and empowered to act quickly. When an incident occurs, Customer receives real-time alerts via email, SMS, or in-app notifications that include a priority score, severity level, and contextual details about the impact. These alerts are enriched by AI-driven analysis of historical data and current telemetry, helping Customer understand urgency and business-criticality. Through a secure dashboard, Customer can view ranked incidents, track resolution progress, and access automated triage insights. 
   • MCIS Advanced includes all features and services of the MCIS Essential program offering, plus managed incident remediation and patch management for Customer-selected infrastructure devices. Such additional key features include: 
     • Resolution & Remediation. Company will monitor incidents affecting Customer’s selected infrastructure devices and promptly notify Customer when issues are detected. Company will provide relevant details, guidance, and recommendations to assist Customer in resolving the issue(s). Throughout the process, Company will coordinate with Customer, track the status of the ticket, and document all communications and actions taken until the issue is resolved. 
     • Patch Deployment & Compliance. Company will manage and deploy software and firmware patches for Customer-selected infrastructure devices. This includes regularly monitoring for new patches, assessing their relevance, and scheduling updates to minimize disruption. Automated Microsoft patch management will be provided bi-weekly for servers and weekly for workstations, following Customer’s specified schedule; workstations must be powered on during patch windows. Company will ensure timely application of all relevant patches, maintain compliance records, and provide regular reports on patch status. 
     • IT Health & Performance Audits. Company will conduct regular audits of Customer’s IT environment, reviewing system configurations, resource usage, and security. Findings and recommendations for improvement will be shared with Customer in detailed reports. 
     • Predictive IT Maintenance. Using advanced monitoring and analytics, Company will proactively identify potential issues before they impact operations. Company will recommend and, when authorized, implement preventive maintenance to ensure ongoing reliability and performance. 
   • MCIS Professional includes all features and services of the MCIS Advanced program offering, plus end-to-end management and support for Customer-selected managed devices. Such additional key features include: 
     • IT Remediation. Company will proactively identify, troubleshoot, and resolve IT issues affecting Customer’s managed devices. All necessary remediation steps will be performed directly by Company, with progress and outcomes communicated to Customer. 
     • Multi-Tiered IT Support Services. Company will provide comprehensive support for managed devices, handling all incidents and service requests from initial triage through resolution. Support will be delivered across multiple tiers, ensuring that technical issues are escalated and addressed efficiently. 
     • Problem Management. Company will investigate recurring or complex issues to determine root causes and implement long-term solutions. This includes tracking problems, analyzing trends, and taking corrective actions to prevent future incidents. 
     • Resource & Efficiency Optimization. Company will continuously monitor and analyze Customer’s IT environment to identify opportunities for improved resource utilization and operational efficiency. Recommendations and optimizations will be implemented directly by Company. 
     • Software & Firmware Version Control. Company will manage and maintain software and firmware versions for all managed devices, ensuring systems are up to date and compatible. Updates and version changes will be performed as needed to maintain security and performance. 
     • Asset Lifecycle Management. Company will oversee the entire lifecycle of Customer’s IT assets, including procurement, deployment, maintenance, and retirement. Asset inventories will be maintained, and recommendations for upgrades or replacements will be provided and executed as appropriate. 
     • MCIS Managed Backup & Recovery Service. Company will manage all backup and recovery operations for Customer’s selected data and systems. This includes scheduling and monitoring backups, verifying data integrity, and performing recovery procedures in the event of data loss or system failure. 
4. ADDITIONAL DUTIES OF CUSTOMER. In addition to the obligations, covenants and duties set forth in the Agreement, and in order for Company to perform and provide the applicable MCIS hereunder, Customer hereby agrees and covenants to (and shall): (i) provide Company with a Customer contact person who will be a primary source of information  pertaining to the MCIS and the Agreement; (ii) keep Company informed of all problems, plans, and technical information in sufficient detail and sufficient time to enable Company to properly perform the functions and requirements of MCIS as addressed herein; (iii) establish priorities related to tasks associated with the Agreement in conjunction with Company; (iv) provide Company all reasonable access to areas and facilities which house Equipment, Systems and/or software related to the applicable Services; (v) maintain proper software licensing and be prepared to provide manufacturer support on all software used that is related to the Services provided as part of the Agreement; (vi) maintain current hardware support and/or be prepared to provide hardware replacement in the event of a deficiency of the hardware to provide reliable Services as part of the Agreement; (vii) not hold Company liable or responsible for identified issues related to Customer’s hardware and software where or when Customer does not make necessary replacement of related hardware or maintain current software support as required; and (viii) provide a space and functional electrical outlet/connection, with at least a table-top surface and chair where Company employees and specialists may conduct business when required for the entire term and duration of the Agreement. Customer acknowledges, accepts and confirms that the duties and obligations of this Section 4 are essential and mandatory requirements of Customer in order for the proper performance of MCIS hereunder, including, but not limited to, MCIS Advanced of MCIS Professional offerings hereunder. 
5. CHARGES AND PAYMENT FOR MCIS. 
   • In addition to the pricing and payment terms set forth in the MCIS Purchase Document and the Terms and Conditions, Customer agrees and acknowledges that the MCIS will include pricing based on the identification of, type of and number/quantity of Customer devices that Company will service during the term of the Agreement for such MCIS. In addition to any one-time payment (as described in these MCIS T&C), fees and charges will include those Non-Recurring Charges (NRC) and Monthly Recurring Charges (MRC) as described in the MCIS Purchase Document and herein. 
   • NRC (Non-Recurring Charges). Customer will pay those certain Non-Recurring Charges which may include all charges associated with bringing current Systems to a standard level of operational functionality conducive to support relative to the overall MCIS. The NRC shall be a one-time charge and fee assessed at the commencement of the term of the Agreement. 
   • MRC (Monthly Recurring Charges). Customer will pay Monthly Recurring Charges which may include the charges associated with Company providing the applicable MCIS monthly, as described in the Agreement. Monthly recurring charges associated with MCIS are calculated from the number of Customer elements, including devices, locations, and associated companies and/or affiliates. Devices are determined from the number of servers, firewalls, hosts, and network devices. On a quarterly basis, Company will adjust the Monthly Recurring Charges based on Customer’s devices, locations, and associated companies and/or affiliates. 
   • Early Termination Fee. If for any reason Customer decides to cancel and terminate the Agreement prior to the expiration date and end of the applicable term of the Agreement, then, in addition to the requirements set forth in Section 6 of these MCIS T&C, Customer will pay Company an early termination fee of one-half (½) of the amount of all remaining payments due and owing by Customer to Company under the entire term of the Agreement. 
6. APPLICABLE SALES AND USE TAXES. All amounts due and payable hereunder will be exclusive of applicable charges, fees, levies, imposts, duties, tariffs or other assessments imposed by or payable to any federal, state, local or foreign tax or governmental authority, including without limitation sales, use, goods, services, value added, transfer, customs, personal property, stamp duty, excise, withholding and other obligations of the same or similar nature (individually and collectively, ”Taxes”) based or measured thereon. Customer will be responsible for the payment of all such Taxes, excluding Taxes based on Company’s income. Customer will indemnify and hold Company harmless from any current or future obligation, including due a change in legislation, to pay to any governmental entity any employer statutory Taxes, withholding Taxes, social security Taxes or any other Taxes in connection with Company’s performance under the Agreement, and from any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs of litigation) arising out of or resulting therefrom. 
7. ADDITIONAL REQUIREMENTS UPON TERMINATION. In addition to the requirements set forth in the Terms and Conditions, as well as set forth in Section 4 and Section 5 of these MCIS T&C, in the event of any termination, nonrenewal  or expiration of the Agreement: (a) Customer will pay and compensate Company for all MCIS satisfactorily performed prior to such termination or expiration date and any deliverables provided prior to such termination or expiration date that satisfies any and all applicable specifications; (b) upon Customer’s written request, Company will cooperate  with Customer in completing all work in progress and other such matters which may require Company’s reasonable assistance at Company’s then-current regular hourly fees and rates; and (c) for a period of at least thirty (30) days following termination, nonrenewal or expiration of the Agreement, Customer will cooperate with Company in transitioning the MCIS hereunder, including, but not limited to, permitting and enabling Company’s agents and personnel to remove all software and similar components associated with the MCIS from Customer’s Equipment, Systems, and premises, which will be done as reasonably requested to transition and prevent disruption to the operations of both parties. 
8. COMPLIANCE WITH LAWS. Notwithstanding the content or generality of any provision of the Agreement, nothing herein will be construed to require either party to commit or to refrain from committing any act if the requirement could not be lawfully imposed under applicable law of the jurisdiction whose commerce would be affected. However, in this regard, both parties agree to cooperate with each other and to comply with any and all applicable federal, state or local laws, regulations or rules associated with MCIS and the Agreement, including, but not limited to (and only to the extent applicable hereunder), the requirements of (a) the Health Insurance Portability and Accountability Act of 1996, as amended, and its associated regulations promulgated thereunder (“HIPAA”); (b) Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 through 681O (“GLB Act”), and the Federal Trade Commission’s implementing regulation, Regulation P, 16 C.F.R. Part 313 (“Regulation P”), in particular, as both relate to the disclosure and protection of Non-Public Personal Information for consumers and customers; and (c) the Sarbanes-Oxley Act of 2002, as amended, and its associated regulations promulgated thereunder (the “Sarbanes-Oxley Act”). The parties acknowledge and agree to take all reasonable measures to safeguard the confidentiality of all Confidential Information (as defined in the Terms and Conditions) and to prevent its inadvertent or unauthorized disclosure or release. 
9. NO WARRANTY/HOLD HARMLESS. In addition to the limitations of liability and hold harmless provisions, as well as the warranty disclaimers and limitations, all as set forth in the Terms and Conditions, and without limiting anything herein or therein, Company shall not be liable for, and Customer shall indemnify and hold harmless Company for, any damages resulting from the use or inability to use its Services, reliance on its Services or on information obtained therefrom, interruptions of service, breach, compromise, unauthorized access to any records, files, data, systems, or other assets, valuables and resources; errors, defects, viruses, malware, delays in operation or transmissions or any other failure of performance or business function. Further, except in the event of willful misconduct by Company, Company shall not be liable for any damages resulting from: (a) the loss of any of Customer’s data or third party data, breach of security or loss of privacy of data on Customer’s systems or third party systems that may occur on systems installed, serviced, and/or managed by Company, or any direct or indirect damages resulting therefrom; (b) the malfunction, performance or compromise of any system, network or other resource related to or associated with in any capacity or by any theory with Company Services, and any Customer or third party damages, claims, losses or expenses resulting therefrom; and/or (c) any personal injury (whether of a physical or psychological nature) or death of any person, whether associated with Customer or otherwise, that may in any capacity or by any theory be associated with Services provided by Company, and any Customer or third party damages, claims, losses or expenses resulting therefrom. 
10. FORCE MAJEURE. Neither party to the Agreement shall have liability or responsibility to the other party for any delay, failure to perform, service interruption, outage, damage, malfunction, or any consequence thereof or damage resulting therefrom, due to any circumstance beyond the party’s reasonable control, including, but not limited to, inclement weather, climate change, resource shortages, all acts of nature and acts of God, labor unrest or strikes, civil disturbances, riots, terrorist acts, epidemics, pandemics, government pronouncements, orders or “shelter-in-place” directives, unavailability of or delays in goods or services needed from third parties including but not limited to third party hardware, software, data center, collocation, and cloud service providers, interruption or outage of or delay in telecommunications including the public Internet, voice lines, data lines, or any telecommunications equipment or service, transportation, delivery, power outages, electrical or other utility services, failure of third party hardware, software or services, or any acts or omissions of any third parties. 
11. INTEGRATION WITH TERMS AND CONDITIONS AND PURCHASE DOCUMENTS. Customer acknowledges and agrees that the Terms and Conditions are incorporated herein by reference and made a part hereof as if fully set forth herein. In the event of a conflict between or among the provisions of these MCIS T&C and the specific provisions set forth in the MCIS Purchase Document for the Services hereunder, the provisions of such MCIS Purchase Document will take precedence over these MCIS T&C only if such provisions specifically reference the provisions of these MCIS T&C that are inconsistent therewith and if such MCIS Purchase Document is signed by the parties. In all other cases, the terms of these MCIS T&C, along with terms of the Terms and Conditions, will prevail jointly for any and all MCIS contracted and performed hereunder. 

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