These Terms of Service ("Terms") are a legal agreement between you and East Sky MSP ("East Sky MSP," "we," "us," or "our"). They govern your access to and use of www.eastskymsp.com and any related pages, forms, portals, and content we make available online (together, the "Site"), and they set out the general framework that applies to our managed IT, cybersecurity, cloud, network, voice, and related services (the "Services").
By accessing the Site, submitting a form, or receiving Services from us, you accept these Terms. If you do not accept them, do not use the Site or the Services.
If you are accepting these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" means that entity.
These Terms are not a substitute for a service agreement.
Services are delivered under a separate written agreement between East Sky MSP and the client. That agreement may be titled a Master Services Agreement, Managed Services Agreement, Statement of Work, Service Order, or Quote, and may include service level commitments, scope, pricing, and term (each a "Service Agreement").
If any provision of a signed Service Agreement conflicts with these Terms, the Service Agreement controls for that client and that engagement. These Terms govern where the Service Agreement is silent, and they govern all use of the Site by everyone.
Nothing on the Site is an offer to contract. Descriptions of Services, response targets, coverage windows, and pricing shown on the Site are informational. Binding commitments exist only in a signed Service Agreement.
The Site and Services are intended for businesses and for individuals acting on behalf of a business. You must be at least 18 years old and legally able to enter into contracts.
You may not use the Site or Services if you are barred from doing so under United States law, or if you are located in a country or are a person subject to United States sanctions or export restrictions.
East Sky MSP offers the following categories of Services. Actual scope for any client is defined in that client's Service Agreement.
We may add, modify, or discontinue Service offerings. Changes do not affect Services already contracted under a signed Service Agreement during its term.
Quotes are valid for 30 days from issuance unless the quote states otherwise. Quotes are based on the environment information you provide. If onboarding reveals materially different conditions, including undocumented systems, end of life equipment, unlicensed software, or unremediated security issues, we may revise the quote before Services begin and will tell you before doing so.
Services begin on the date stated in the Service Agreement or, if no date is stated, on completion of onboarding.
Device and user counts stated at signing establish the baseline for billing. We reconcile actual counts periodically as the Service Agreement describes.
To let us do our job, you agree to:
Provide access. Grant the administrative credentials, physical site access, network access, and vendor portal access we need. Delays caused by lack of access are not our responsibility and do not excuse payment.
Give accurate information. Provide complete and accurate information about your environment, including systems, licenses, vendors, warranties, and existing security controls.
Maintain licenses. Hold valid licenses and subscriptions for all software in your environment. We do not provide licenses unless the Service Agreement says we do. We may decline to support unlicensed or pirated software.
Designate contacts. Name authorized contacts who may open tickets, approve work, approve expenditures, and authorize account changes. Keep that list current. We may rely on instructions from anyone on it.
Follow our recommendations. We will make written recommendations about security, patching, backup, hardware refresh, and end of life systems. If you decline a recommendation, we will document the decision and continue supporting you, but we are not responsible for consequences that the declined recommendation was intended to prevent.
Verify backups matter to you. Tell us which systems and data are business critical so we can scope backup and recovery correctly. We configure and monitor backups as scoped. Restoration testing beyond what the Service Agreement specifies is available as a separate engagement.
Use reasonable security hygiene. Enforce multi factor authentication where we deploy it, avoid credential sharing, report suspected compromise promptly, and require your personnel to complete security training where the Service Agreement includes it.
Comply with law. Use the Services lawfully and comply with all laws and regulations that apply to your business and your data.
Our Services rely on third party hardware, software, and platforms. Where we resell, provision, or manage a third party product on your behalf, your use of that product is also subject to that vendor's own license terms, acceptable use policy, and service levels.
Third party products are provided without warranty from East Sky MSP. Our obligation is limited to configuring, managing, and supporting the product as the Service Agreement describes. We are not responsible for a vendor's outage, defect, price change, feature removal, security vulnerability, or discontinuation of a product.
Where a vendor issues a credit or remedy for a failure, we will pass through to you whatever credit or remedy we actually receive that is attributable to your account. That pass through is your sole remedy for the vendor's failure.
Response targets published on the Site, including references to same day service, after hours coverage, and resolution in minutes, describe our operating goals. They are not contractual service level commitments.
Binding service levels, including target response times, coverage hours, escalation paths, and any associated credits, exist only where a Service Agreement expressly states them. Where a Service Agreement includes service level credits, those credits are your sole and exclusive remedy for our failure to meet the stated service level.
Response time is measured from our receipt of a properly submitted ticket through an authorized channel. Time spent waiting on your response, on your vendor, on hardware in transit, or on a third party platform outage does not count against response or resolution targets.
We deploy, configure, monitor, and respond using industry standard security tooling. We monitor continuously and act on detections.
We do not warrant that our Services will prevent all security incidents. No provider can. Threat actors develop new techniques, vendors ship vulnerable code, and users make mistakes. Our commitment is to apply reasonable professional care, maintain the controls the Service Agreement describes, detect and contain incidents promptly, and support your recovery.
You acknowledge that:
In the event of a security incident affecting your environment, we will notify you promptly, work to contain and remediate, preserve relevant evidence, and support your notification obligations. Determining whether a legally reportable breach occurred, and making any required notification to individuals or regulators, is your responsibility as the data controller unless the Service Agreement or a Business Associate Agreement assigns it to us.
If you are a covered entity or business associate under the Health Insurance Portability and Accountability Act, and our Services will involve creating, receiving, maintaining, or transmitting protected health information, we will execute a Business Associate Agreement with you before those Services begin.
The Business Associate Agreement governs our obligations regarding protected health information, including permitted uses and disclosures, safeguards, subcontractor flow down, breach notification, and return or destruction on termination. Where the Business Associate Agreement conflicts with these Terms or the Service Agreement, the Business Associate Agreement controls as to protected health information.
You must tell us before protected health information enters any system we manage. We are not liable for protected health information placed in a managed environment without a Business Associate Agreement in place.
If your environment stores, processes, or transmits cardholder data, PCI DSS obligations apply to you as the merchant. Our role is limited to the systems and controls expressly listed in the Service Agreement.
We will, where contracted, maintain the security of the specific system components we manage, provide evidence of our controls to support your assessment, and identify which PCI DSS requirements we manage and which remain yours. We will provide a written responsibility matrix on request.
We are not a Qualified Security Assessor. We do not certify your PCI DSS compliance, complete your Self Assessment Questionnaire on your behalf as the attesting party, or assume your merchant obligations. Achieving and maintaining PCI DSS compliance remains your responsibility.
If your environment is subject to other regulatory frameworks, including CJIS, ITAR, FERPA, GLBA, CMMC, or state specific requirements, you must tell us in writing before onboarding. Additional controls, personnel screening, or contractual terms may be required and may affect pricing. We are not liable for regulatory noncompliance arising from requirements you did not disclose to us.
Fees. Fees are set out in the Service Agreement. Recurring fees are billed monthly in advance unless stated otherwise. Project, hourly, and out of scope work is billed in arrears.
Payment terms. Invoices are due net 15 days from the invoice date unless the Service Agreement states different terms.
Late payment. Past due balances accrue interest at 1.5% per month, or the maximum rate permitted by Texas law if lower. You are responsible for reasonable costs of collection, including attorney fees.
Suspension. If an invoice is more than 30 days past due, we may suspend Services after giving you 10 days written notice and an opportunity to cure. Suspension does not relieve you of the obligation to pay fees that continue to accrue. We will not suspend Services in a way that we know will cause imminent risk to life or safety.
Disputed amounts. Dispute an invoice in writing within 15 days of the invoice date, identifying the specific items and the basis for the dispute. Undisputed amounts remain due. We will work with you in good faith to resolve disputed items.
Price changes. We may adjust recurring fees on renewal with at least 60 days written notice. During a committed term we may pass through documented increases in third party license or subscription costs with at least 30 days written notice.
Taxes. Fees are exclusive of sales, use, excise, and similar taxes. You are responsible for those taxes other than taxes on our net income. If you are tax exempt, provide a valid exemption certificate.
Expenses. Travel outside our standard service area, expedited shipping, and other pre approved expenses are billed at cost.
Term. The initial term is stated in the Service Agreement.
Renewal. Unless the Service Agreement says otherwise, it renews for successive terms equal to the initial term. Either party may prevent renewal with written notice at least 60 days before the end of the current term.
Termination for cause. Either party may terminate for material breach with 30 days written notice describing the breach, if the breaching party has not cured within that period.
Termination for convenience. Where the Service Agreement permits early termination, the notice period and any early termination fee stated there apply.
Effect of termination. On termination:
Transition assistance. We will provide reasonable transition assistance to your new provider, including documentation, credentials, and configuration details, billed at our then current hourly rate unless the Service Agreement includes transition hours. We will not hold your data, credentials, or documentation hostage over a fee dispute. Amounts genuinely in dispute do not entitle us to withhold your data.
Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. This includes your network documentation, credentials, security posture, business plans, and pricing, and our methodologies, tooling configurations, and pricing.
The receiving party will protect that information with at least the same care it uses for its own confidential information and never less than reasonable care, use it only to perform under the parties' agreement, and disclose it only to personnel and subcontractors who need it and are bound by comparable obligations.
These obligations do not apply to information that is publicly available through no fault of the receiving party, was already known to the receiving party without a duty of confidentiality, is independently developed without use of the disclosing party's information, or is rightfully received from a third party without restriction.
If compelled to disclose by law, the receiving party will give prompt notice where legally permitted so the disclosing party may seek protection.
These obligations survive termination for 3 years, and indefinitely for trade secrets and for personal information.
Our property. The Site, our name, logo, brandmark, wordmark, taglines, documentation, methodologies, scripts, templates, runbooks, tooling configurations, and all related intellectual property are owned by East Sky MSP or our licensors. We grant you a limited, revocable, non exclusive, non transferable license to access and view the Site for your internal business purposes.
Nothing in these Terms transfers ownership of our pre existing intellectual property, or of improvements and general knowledge we develop while delivering Services.
Your property. You retain all rights to your data, systems, content, and intellectual property. You grant us a limited license to access, copy, process, transmit, and store your data solely to deliver the Services and as your Service Agreement permits.
Deliverables. Where a Statement of Work identifies specific deliverables and states that they are work made for hire or are assigned to you, ownership passes to you on full payment. Absent that language, deliverables are licensed to you for internal use, and we retain ownership.
Restrictions. You may not copy, reproduce, republish, frame, scrape, mirror, reverse engineer, or create derivative works from the Site or our materials except as these Terms allow or as the law permits notwithstanding contract terms.
Feedback. If you send us suggestions or ideas about our Services, we may use them without restriction, attribution, or compensation.
You agree not to:
We may investigate suspected violations, cooperate with law enforcement, and suspend or terminate access without notice.
Responsible disclosure. If you discover a security vulnerability in our Site, report it to support@eastskymsp.com before disclosing it publicly. We will acknowledge your report within 3 business days and will not pursue legal action against researchers who act in good faith, avoid privacy violations and service disruption, and give us reasonable time to remediate.
During the term of a Service Agreement and for 12 months afterward, neither party will directly solicit for employment any employee or contractor of the other party who was materially involved in delivering or receiving the Services.
This does not restrict general advertising, job postings, recruiting firm outreach not directed at specific individuals, or hiring someone who applies on their own initiative in response to such general efforts.
If a party breaches this section and hires such a person, the hiring party will pay the other party a placement fee equal to 50% of that person's first year base compensation. The parties agree this is a reasonable estimate of damages that would be difficult to calculate, and not a penalty.
The Site is provided "as is" and "as available." To the fullest extent permitted by law, East Sky MSP disclaims all warranties regarding the Site, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non infringement. We do not warrant that the Site will be uninterrupted, error free, secure, or free of harmful components, or that content on the Site is accurate, complete, or current.
Services. We warrant that we will perform Services in a professional and workmanlike manner consistent with generally accepted industry practices. This is our only warranty regarding the Services. Except as expressly stated in a Service Agreement, all other warranties regarding the Services are disclaimed to the fullest extent permitted by law.
Your exclusive remedy for breach of the workmanship warranty is for us to re perform the deficient Services at no additional charge, provided you notify us in writing within 30 days of the deficient performance.
Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions above apply to the fullest extent permitted.
No indirect damages. To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunity, loss of goodwill, or loss or corruption of data, regardless of the theory of liability and even if the party was advised such damages were possible.
Cap on liability. To the fullest extent permitted by law, East Sky MSP's total aggregate liability arising out of or relating to the Site, the Services, or these Terms will not exceed the greater of (a) the total fees you paid to East Sky MSP in the 12 months immediately preceding the event giving rise to the claim, or (b) five hundred dollars ($500).
Exclusions from the cap. The limitations in this section do not apply to:
Time limit. Any claim arising out of these Terms or the Services must be brought within one year after the claim arose, or it is permanently barred, except where a longer period is required by law.
Basis of the bargain. You acknowledge that the fees for the Services reflect this allocation of risk, and that we would not provide the Services on these commercial terms without these limitations.
By you. You will defend, indemnify, and hold harmless East Sky MSP and its officers, employees, and contractors from any third party claim, and any resulting loss, damage, liability, settlement, cost, and reasonable attorney fees, arising out of:
By us. We will defend, indemnify, and hold harmless you and your officers and employees from any third party claim that the Services as delivered by us infringe that third party's United States patent, copyright, or trade secret, and from any resulting loss, damage, liability, settlement, cost, and reasonable attorney fees. This obligation does not apply where the claim arises from your data, your specifications, third party products, or use of the Services in combination with items we did not supply.
Procedure. The party seeking indemnity will give prompt written notice of the claim, give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice reduces the indemnity obligation only to the extent the delay actually prejudices the defense. The indemnifying party may not settle a claim in a way that imposes a non monetary obligation or admits fault on the other party without that party's written consent.
Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, pandemic, war, terrorism, civil unrest, labor disputes, government action, failure of the public internet, regional power failures, and failures of telecommunications or utility providers.
The affected party will give prompt notice and use reasonable efforts to resume performance. Payment obligations for Services already delivered are not excused. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Services on written notice without penalty.
This section does not excuse a failure caused by a party's own inadequate disaster recovery planning for its own systems.
Informal resolution first. Before filing any claim, the parties will attempt in good faith to resolve the dispute. The party raising the dispute will send written notice describing it and the relief sought to the other party at the address in Section 25. The parties will confer within 30 days of that notice. Many disputes are resolved at this stage.
Governing law. These Terms and any dispute arising from them are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Venue. Subject to the arbitration provision below, the state and federal courts located in Dallas County, Texas have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.
Arbitration. If informal resolution fails, any dispute arising out of or relating to these Terms or the Services will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be seated in Dallas County, Texas, conducted in English, before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorney fees unless the arbitrator awards them, and the parties split the arbitrator's fees equally unless the arbitrator allocates them otherwise.
Exceptions to arbitration. Either party may bring an action in court for injunctive or equitable relief to protect intellectual property or confidential information, and either party may bring an individual claim in small claims court if it qualifies.
No class actions. Disputes will be brought only in an individual capacity. Neither party will bring or participate in a class, collective, consolidated, or representative action. If this waiver is found unenforceable as to a particular claim, that claim proceeds in court and the remaining claims proceed in arbitration.
Jury trial waiver. To the extent any dispute proceeds in court, each party knowingly and voluntarily waives its right to a trial by jury.
Our collection and use of information is described in our Privacy Policy, which is incorporated into these Terms by reference.
We may modify these Terms. We will post the revised version with an updated Effective Date. Material changes take effect 30 days after posting, and we will provide notice by email to active clients or through a prominent notice on the Site.
Continued use of the Site or Services after the effective date means you accept the revised Terms. If you do not accept them, stop using the Site and, if you are a client, contact us to discuss your options under your Service Agreement. Changes to these Terms do not modify a signed Service Agreement.
Entire agreement. These Terms, together with the Privacy Policy and any signed Service Agreement, Statement of Work, or Business Associate Agreement, are the entire agreement between the parties on this subject and supersede all prior proposals, discussions, and understandings. Terms in a purchase order, vendor portal, or similar document issued by you do not apply and are rejected.
Order of precedence. If there is a conflict, the order of control is: (1) Business Associate Agreement as to protected health information, (2) signed Service Agreement or Statement of Work, (3) these Terms, (4) Privacy Policy, (5) content on the Site.
Severability. If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions stay in effect.
No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later. A waiver must be in writing and signed to be effective.
Assignment. You may not assign these Terms or a Service Agreement without our prior written consent, which we will not unreasonably withhold. We may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any attempted assignment in violation of this section is void.
Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.
No third party beneficiaries. These Terms are for the benefit of the parties only. No third party has any right to enforce them.
Survival. Sections that by their nature should survive termination will survive, including Sections 11, 13, 14, 16, 17, 18, 19, 21, and 24.
Headings. Headings are for convenience only and do not affect interpretation.
Interpretation. "Including" means "including without limitation." These Terms will not be construed against the drafting party.
Legal notices to East Sky MSP must be sent in writing to:
East Sky MSP
Attn: Legal Notices
2741 E Belt Line Rd
Carrollton, TX 75006
With a copy by email to support@eastskymsp.com.
Notices to you will be sent to the address or email address on file for your account. Notices are effective on personal delivery, on confirmed email delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in United States mail, postage prepaid, certified with return receipt requested.
Phone:(214) 851-3050
Email:support@eastskymsp.com
Web: www.eastskymsp.com
