Consulting Services Additional Terms

Last Updated: October 12, 2022

These Consulting Services Additional Terms (“Consulting Services Terms”) are a part of the Montra Customer Terms of Service (and are hereby incorporated into the Montra Customer Terms of Service by reference), available at https://montra.io/legal/ctos. Capitalized terms used but not otherwise defined in these Consulting Services Terms will have the meanings set forth in the Terms of Service. The Consulting Services Terms set forth the additional terms and conditions under which Montra will provide to Customer certain services related to IT strategy, IT assessments, cybersecurity compliance, cybersecurity remediation, service migrations and other IT operations services (the “Consulting Services”). All terms of the Montra Terms of Service, including all disclaimers, limitations of liability, agreements and indemnities, apply to these Consulting Terms. Your right to access and use the Consulting Services is conditioned upon your compliance with these Consulting Services Terms.

These Consulting Services Terms apply to all users of the Consulting Services, including, as applicable, individual employees or contractors at a company (collectively, “Users”). If you are using the Consulting Services on behalf of an entity or other organization, references to “you” are to such entity or organization and you are agreeing to this Agreement for that entity or organization (the term “Customer” will also refer to that entity or organization).

PLEASE REVIEW THESE CONSULTING SERVICES TERMS CAREFULLY. BY ACCEPTING THESE CONSULTING SERVICES TERMS OR USING THE CONSULTING SERVICES, YOU AGREE TO EACH TERM IN THIS AGREEMENT, AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN THE MONTRA PRIVACY POLICY, WHICH IS PART OF THIS AGREEMENT.

1. Consulting Services

1.1 Services Provided

Montra provides Customers who have accepted these Terms and paid all applicable fees access to the Montra Consulting Services.

1.2 Limitations on Services Provided

Customer acknowledges and agrees that Montra does not provide legal, tax or accounting advice. Customer further acknowledges and agrees that Customer is solely responsible for ensuring compliance with any applicable laws, rules, and regulations (“Applicable Laws”).

2. Consulting Projects

2.1 Project Request and Scheduling

An Account Administrator or Authorized Representative shall approve and submit instructions to Montra regarding each appointment that Customer requests for Consulting Services (“Project Request”). You agree that Montra may rely on such approval to effectuate the Project Request, and you waive and release any Claim against Montra arising out of any errors or omissions in the information that you provide to Montra in connection with any Project Request. You represent and warrant that your approval of any Project Request will not result in the violation of any applicable laws, rules, or regulations. You further agree to follow all instructions provided by Montra or its agents in connection with each Service Request. Customer acknowledges and agrees that service durations and estimated materials costs provided by Montra are estimates only, and may be impacted by factors including the time of day of the appointment, weather and accuracy of any information that Customer submits with the request.

2.2 Scoping

Customer agrees that it shall be solely liable for any Service Call that cannot be completed due to a lack of on-site access. This can be caused by: (i) an incorrect address provided in the service request; (ii) incomplete instructions for locating the service site; (iii) incorrect name or phone number for the on-site contact; or (iv) the on-site contact not being available at the time of the appointment.

2.3 Deliverables

Customer agrees that it shall be solely liable for any loss or damages that result from a failed installation Service Call in which: (i) a device was delivered to the incorrect address, due to an error by Customer; (ii) a device that is damaged, lost, or stolen while in the possession of Customer or Customer’s employees, agents, or officers; or (iii) a device that is damaged as a result of improper packing by Customer or Customer’s employees.

3. Project Responsibilities

3.1 System/Service Access

Customer is solely responsible for ensuring that it retains a copy of any data on a device that Customer may need or want to retain prior to returning that device to Montra. Montra shall have no liability to Customer with respect to any data removed from a device that Customer returns to Montra.

3.2 Data Retrieval

3.3 Acceptance of Deliverables

3.4 Disposal of Data

Customer may store any device for twelve (12) consecutive months (“Duration Limit”) without incurring an additional Duration Surcharge. For each device stored by Customer beyond the Duration Limit, Montra will assess a monthly Duration Surcharge equal to the Device logistics PEPM Fee. The Duration Limit for a device resets when that device is reassigned to a new employee.

4. Additional Costs

4.1 Materials Costs

Montra will make an Install Request in accordance with the shipping option(s) that Customer selects via the Montra Platform. Customer agrees to reimburse Montra for all shipping fees and charges (“Materials Costs”) associated with each Install Request. Customer further acknowledges and agrees that any shipping fees and charges provided by Montra are estimates only, are subject to change, and that Customer is responsible for the actual shipment charges assessed by the carrier.

4.2 Travel Costs

Montra will make a Install Request in accordance with the shipping option(s) that Customer selects via the Montra Platform. Customer agrees to reimburse Montra for all shipping fees and charges (“Rental Costs”) associated with each Install Request. Customer further acknowledges and agrees that any shipping fees and charges provided by Montra are estimates only, are subject to change, and that Customer is responsible for the actual shipment charges assessed by the carrier.

5. Invoicing and Payment

Montra will invoice and debit Customer on an as-incurred basis for all Consulting Services charges. Customer authorizes Montra to conduct automatic debits of Customer’s designated bank account for Shipping Charges as they are incurred. Customer acknowledges that a failure to pay Shipping Charges incurred by Customer may result in the Customer being unable to access their Montra account until payment is received.