This Reseller Agreement ("Agreement") applies to all customers receiving support or services from Ventis Consulting Group, Inc. ("Ventis"), based in Industry, PA. This Agreement is subject to change without notice, and its terms become effective upon the commencement of services by the Customer ("Customer").

• "Products": Software, hardware, and services provided by third-party vendors and resold by Ventis.
• "Services": Installation, configuration, consulting, and support services offered by Ventis.
• "Third-Party Vendor": A manufacturer or provider of Products, including but not limited to GoSecure, Atera, Duo, and other vendors utilized by Ventis.
• "Agreement Term": This Agreement remains in effect as long as Customer is receiving services from Ventis.

Ventis agrees to resell Products and Services to Customer under the terms of this Agreement. Customer acknowledges that Ventis does not develop or control third-party Products.

Customer acknowledges that all Products are provided "as is", and Ventis makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. All warranties are provided solely by the Third-Party Vendor.

• Ventis' total liability under this Agreement shall be limited to the amount paid by Customer to Ventis in the past 12 months. In the event of a claim, any eligible refund shall not exceed the prorated portion of fees paid for the affected service for the remaining term of the agreement.
• Ventis shall not be liable for indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of data, revenue, or business arising from use of the Products.

• By Customer: Customer shall indemnify and hold harmless Ventis from any claims arising from misuse of the Products.
• By Ventis: Ventis shall not be responsible for failures, cybersecurity breaches, or security vulnerabilities in third-party Products. Customer acknowledges that all liability for security incidents rests with the Third-Party Vendor.

• Ventis utilizes third-party vendors for support services. As our customer, we will act in good faith to escalate and push support requests to the furthest extent possible as a customer of that vendor.
• Support requests should be directed to the Third-Party Vendor unless otherwise specified in a separate Managed Services Agreement.

• Customer shall pay invoices within 30 days of issuance.
• Late payments may incur 1.5% interest per month.
• All taxes, duties, and regulatory fees are the responsibility of the Customer.

• This Agreement remains in effect as long as Customer receives services from Ventis.
• Customer is responsible for payment in terms of the agreement for the life of the term.
• There is no auto-renewal.
• Termination for convenience is not allowed.

• Governing Law: This Agreement shall be governed by the laws of the State of Pennsylvania.
• Confidentiality: Both parties agree to protect confidential information received under this Agreement.
• Force Majeure: Ventis is not liable for delays due to causes beyond its control.

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. It applies by default to all customers receiving services from Ventis and may be updated without prior notice.