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<h1>Terms and Conditions</h1>

<p><strong>ZenMix LLC</strong><br>
<strong>Effective Date:</strong> July 1, 2026<br>
<strong>Last Updated:</strong> October 2, 2026</p>

<p>
These Terms and Conditions ("Terms") govern access to and use of the ZenMix LLC
("ZenMix," "we," "us," or "our") website, communications, products, and services
to the extent that a separate written agreement does not control.
</p>

<p>
By requesting, purchasing, accepting, accessing, or using services from ZenMix,
or by authorizing ZenMix to perform work, you agree to these Terms. If you act
on behalf of a business or other organization, you represent and warrant that
you have authority to bind that organization to these Terms.
</p>

<p>
<strong>Important:</strong> Quotes, proposals, order forms, statements of work,
service descriptions, license agreements, and other written agreements may
contain additional or different terms. If there is a conflict, the more
specific written agreement controls with respect to the subject matter it
addresses.
</p>


<h2>1. Services</h2>

<p>
ZenMix may provide information technology, business email, cloud, domain,
migration, configuration, support, telecommunications, website,
security-related, consulting, hardware, software, and other technology
products and services.
</p>

<p>
The exact scope, deliverables, fees, dependencies, support level, and schedule
are limited to those stated in the applicable quote, order, service
description, statement of work, invoice, or other written confirmation.
</p>

<p>
Unless expressly agreed in writing, services do not include continuous
monitoring, managed detection and response, emergency response, guaranteed
data recovery, penetration testing, legal compliance certification,
regulatory representation, or any service not specifically included in the
agreed scope.
</p>

<p>
<strong>No Service Level Agreement.</strong> Unless expressly stated in a
written agreement signed or otherwise accepted by ZenMix, ZenMix does not
guarantee any particular response time, resolution time, uptime,
availability, restoration time, monitoring interval, or other service level,
and does not provide 24-hour or 7-day support or monitoring merely because
ZenMix provides IT, cloud, security, telecommunications, or support services.
</p>


<h2>2. Customer Responsibilities</h2>

<p>You are responsible for:</p>

<ul>
    <li>providing accurate, complete, and current information;</li>
    <li>providing timely access to systems, facilities, accounts, personnel,
        devices, credentials, networks, domains, software, and information
        reasonably necessary for ZenMix to perform the services;</li>
    <li>maintaining all lawful rights, permissions, licenses, and authority
        necessary for systems, accounts, domains, data, software, devices,
        networks, and content you ask ZenMix to access, process, configure,
        install, modify, migrate, scan, troubleshoot, or administer;</li>
    <li>maintaining appropriate backups and verifying that backups are usable
        before migrations, repairs, upgrades, configuration changes, security
        work, or other material changes unless backup responsibility is
        expressly assigned to ZenMix in writing;</li>
    <li>protecting credentials and authentication methods and promptly
        reporting suspected compromise;</li>
    <li>reviewing and approving configurations, migrations, changes, content,
        and deliverables when approval is requested;</li>
    <li>obtaining required licenses, consents, notices, permissions, and
        authorizations;</li>
    <li>complying with applicable laws, regulations, contracts, licenses, and
        third-party terms; and</li>
    <li>not using ZenMix services for unlawful, fraudulent, abusive, malicious,
        infringing, or unauthorized purposes.</li>
</ul>

<p>
Unless ZenMix expressly assumes backup responsibility in writing, you remain
solely responsible for maintaining adequate backups of your data and systems.
The existence of a backup product, cloud synchronization service, or other
technology does not constitute a representation by ZenMix that your data is
fully backed up or recoverable.
</p>


<h2>3. Authorization to Access and Modify Systems</h2>

<p>
You expressly authorize ZenMix and its employees, contractors, agents, and
service providers to access, connect to, inspect, configure, administer,
install, remove, migrate, troubleshoot, test, scan, modify, and otherwise
interact with your systems, devices, accounts, networks, domains, cloud
services, software, data, and related technology to the extent reasonably
necessary to perform services you request or authorize.
</p>

<p>
You represent and warrant that you possess all rights and authority necessary
to grant this authorization. ZenMix is not responsible for disputes resulting
from your failure to obtain permission from an owner, employer, employee,
partner, customer, user, licensor, account holder, or other person whose
authorization you were required to obtain.
</p>


<h2>4. Customer Representatives and Instructions</h2>

<p>
ZenMix may reasonably rely upon instructions, approvals, information,
authorizations, and requests received from you and from persons whom you
identify, present, or permit to act as your owners, managers, administrators,
employees, IT contacts, representatives, or other authorized contacts.
</p>

<p>
Unless ZenMix has actual knowledge that a person lacks authority, ZenMix is
not required to independently investigate that person's internal authority
before acting on instructions that reasonably appear authorized.
</p>

<p>
You are responsible for promptly notifying ZenMix when a person's authority
changes or ends. ZenMix is not responsible for actions taken in reasonable
reliance on authorization or access information provided before receiving
such notice.
</p>


<h2>5. Third-Party Products and Services</h2>

<p>
Many ZenMix services depend upon independent third parties, including software
publishers, Microsoft and other cloud providers, domain registrars,
telecommunications carriers, internet providers, payment processors, hosting
providers, hardware manufacturers, security vendors, and platform operators.
</p>

<p>
Third-party products and services are governed by the applicable provider's
terms, licensing requirements, pricing, availability, security practices,
support policies, privacy policies, and technical limitations. You agree to
comply with applicable third-party terms.
</p>

<p>
To the maximum extent permitted by law, ZenMix is not responsible for a
third party's outage, degradation, latency, security incident, data loss,
software defect, vulnerability, policy change, price increase, product
discontinuation, account restriction, account suspension, filtering decision,
licensing decision, service termination, or other act or omission outside
ZenMix's reasonable control.
</p>

<p>
ZenMix may assist with third-party issues within the agreed scope but cannot
guarantee or control the third party's response or resolution.
</p>

<p>
Termination of services with ZenMix does not necessarily cancel a
third-party subscription, license, domain registration, telecommunications
commitment, or other third-party obligation. You remain responsible for
third-party commitments that cannot be cancelled or refunded.
</p>


<h2>6. Security and Technology Risks</h2>

<p>
No technology, network, security product, configuration, monitoring process,
backup system, cloud service, or professional service can eliminate all risk.
Threats, vulnerabilities, zero-day vulnerabilities, hardware failures,
software defects, incompatibilities, human error, outages, credential
compromise, phishing, malware, ransomware, unauthorized access, and other
incidents may occur despite reasonable precautions.
</p>

<p>
Unless expressly promised in a controlling written agreement, ZenMix does not
warrant or guarantee that any product, service, configuration, assessment,
recommendation, or security measure will prevent every compromise,
vulnerability, attack, malware infection, unauthorized access, data loss,
outage, regulatory issue, or business interruption.
</p>

<p>
Security assessments and recommendations are limited by the information,
access, tools, scope, environment, and conditions existing at the time of the
work and do not constitute a guarantee of future security.
</p>


<h2>7. Changes, Migrations, Installations, and Remote Support</h2>

<p>
Technology work may cause downtime, incompatibility, changed settings,
unexpected behavior, loss of functionality, data corruption, data loss, or
other unintended effects.
</p>

<p>
By authorizing work, you acknowledge and accept the inherent risks reasonably
associated with the requested work and authorize ZenMix to perform changes
within the approved scope.
</p>

<p>
ZenMix may pause, refuse, or discontinue work when ZenMix reasonably believes
that proceeding may create material security or operational risk, exceed the
authorized scope, violate law or third-party requirements, create an unsafe
condition, or require additional customer approval.
</p>


<h2>8. Fees, Billing, Taxes, and Third-Party Charges</h2>

<p>
You agree to pay all fees and applicable taxes stated in the applicable
quote, order, invoice, service arrangement, or other agreement.
</p>

<p>
Third-party subscription, licensing, carrier, registration, domain, hardware,
usage, messaging, tax, regulatory, shipping, and similar charges may change
and may be passed through to you where applicable.
</p>

<p>
Unless otherwise expressly agreed in writing, fees for work already
performed, setup charges, consulting time, third-party purchases,
registrations, licenses, subscriptions, special-order products, and
non-refundable vendor charges are non-refundable to the maximum extent
permitted by law.
</p>

<p>
Failure to pay amounts when due may result in suspension, withholding, or
termination of affected services, subject to any notice required by applicable
law or a controlling written agreement. Suspension or termination does not
eliminate amounts already owed or third-party commitments already incurred.
</p>


<h2>9. SMS/Text Messaging Terms</h2>

<p>
ZenMix may use SMS/MMS for customer care and two-way business communications,
including responding to customer-initiated inquiries. By initiating a text
conversation with ZenMix or expressly requesting or consenting to SMS
communication, you consent to responsive and service-related messages
consistent with that interaction. Consent to receive SMS messages is not a
condition of purchase.
</p>

<p>
Message frequency varies. Message and data rates may apply. Reply STOP to opt
out and HELP for assistance. Where supported, reply START to opt back in.
Carriers are not liable for delayed or undelivered messages.
</p>

<p>
Do not send passwords, authentication secrets, complete payment-card
information, or other highly sensitive information through ordinary SMS.
ZenMix may decline to process sensitive information received through an
inappropriate channel.
</p>

<p>
Mobile information, including telephone numbers and SMS consent, will not be
sold or shared with third parties or affiliates for their own marketing or
promotional purposes. Information may be provided to carriers, messaging
providers, and processors as reasonably necessary to provide messaging
services or as required by law.
</p>


<h2>10. Acceptable Use</h2>

<p>You may not use ZenMix services to:</p>

<ul>
    <li>violate applicable law, regulation, court order, or another person's
        rights;</li>
    <li>send unlawful spam, deceptive communications, or messages without
        required consent;</li>
    <li>distribute malware or malicious code;</li>
    <li>conduct unauthorized scanning, penetration testing, access, or
        interference;</li>
    <li>impersonate others, commit fraud, or facilitate abuse;</li>
    <li>host or transmit unlawful or infringing material; or</li>
    <li>circumvent licensing, usage, authentication, security, carrier, or
        provider restrictions.</li>
</ul>

<p>
ZenMix may refuse, suspend, restrict, or terminate activity that ZenMix
reasonably believes creates a material legal, security, fraud, abuse,
operational, reputational, safety, or third-party compliance risk, subject to
applicable law and any controlling agreement.
</p>


<h2>11. Intellectual Property</h2>

<p>
ZenMix and its licensors retain all ownership rights in their pre-existing
materials, trademarks, processes, methods, templates, scripts, software,
automation, know-how, documentation, configurations, techniques, and other
intellectual property.
</p>

<p>
Customer-owned data, trademarks, and materials remain the property of the
customer or their respective owners.
</p>

<p>
Ownership and licensing of custom deliverables are governed by the applicable
written agreement. Unless a written agreement expressly provides otherwise,
payment for services does not transfer ownership of ZenMix's pre-existing
intellectual property, reusable tools, methods, templates, software, scripts,
know-how, or third-party materials.
</p>

<p>
Subject to full payment, the customer may use delivered work for its intended
business purpose, subject to applicable third-party rights and licenses.
</p>


<h2>12. Confidentiality</h2>

<p>
Each party will use at least reasonable care to protect non-public information
received from the other party that is identified as confidential or that a
reasonable person would understand to be confidential under the circumstances.
</p>

<p>
Confidentiality obligations do not apply to information that is lawfully
public, was already lawfully known without restriction, is independently
developed without use of the confidential information, is lawfully obtained
from another source without confidentiality restrictions, or must be
disclosed by law or valid legal process.
</p>

<p>
ZenMix may disclose confidential information to employees, contractors,
professional advisers, and service providers who reasonably need the
information to perform services or support ZenMix's business operations and
who are subject to appropriate confidentiality obligations.
</p>

<p>
More specific confidentiality provisions in a controlling written agreement
will govern where applicable.
</p>


<h2>13. Privacy, Customer Data, and Security Incidents</h2>

<p>
ZenMix's handling of personal information is further described in its Privacy
Policy.
</p>

<p>
Customers are responsible for determining whether their use of ZenMix
services is appropriate for the information they process and for informing
ZenMix, before providing such information, of any special regulatory,
contractual, retention, residency, privacy, or security requirements.
</p>

<p>
Unless expressly agreed in writing, ZenMix does not assume the role of a
regulated entity, fiduciary, records custodian, compliance officer, privacy
officer, data-protection officer, or other regulated role merely by providing
ordinary technology services.
</p>

<p>
Where ZenMix processes information solely on behalf of a customer in providing
services, the customer remains responsible for determining the purposes and
lawful basis of that processing and for providing legally required notices,
instructions, and authorizations, except to the extent applicable law places a
specific obligation directly upon ZenMix.
</p>

<p>
Nothing in these Terms eliminates any security-incident notification,
preservation, cooperation, or other obligation that applicable law does not
permit the parties to waive.
</p>


<h2>14. No Professional Legal, Tax, Accounting, or Regulatory Advice</h2>

<p>
Technology, cybersecurity, privacy, governance, risk, and compliance-related
information provided by ZenMix does not constitute legal, tax, accounting,
insurance, or other licensed professional advice.
</p>

<p>
Customers are responsible for obtaining advice from appropriately qualified
professionals where necessary. References to standards, laws, frameworks,
controls, or industry practices do not constitute certification or a
guarantee of compliance unless expressly stated in a controlling written
agreement.
</p>


<h2>15. Warranties and Disclaimers</h2>

<p>
ZenMix will perform services with commercially reasonable care consistent
with the agreed scope.
</p>

<p>
<strong>
EXCEPT FOR EXPRESS WARRANTIES CONTAINED IN A CONTROLLING WRITTEN AGREEMENT,
AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE,
INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
ZENMIX DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT.
</strong>
</p>

<p>
<strong>
ZENMIX DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, COMPATIBILITY
WITH EVERY SYSTEM OR PRODUCT, COMPLETE SECURITY, COMPLETE DATA RECOVERY, OR
ANY PARTICULAR BUSINESS, SECURITY, COMPLIANCE, FINANCIAL, OR TECHNICAL
OUTCOME UNLESS EXPRESSLY AGREED IN WRITING.
</strong>
</p>


<h2>16. Limitation of Liability</h2>

<p>
<strong>
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZENMIX LLC AND ITS
OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND
REPRESENTATIVES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST
REVENUE, LOST SAVINGS, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY,
LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, OR BUSINESS
INTERRUPTION, ARISING FROM OR RELATED TO THE WEBSITE, PRODUCTS, OR SERVICES,
REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED THAT SUCH DAMAGES
MAY OCCUR.
</strong>
</p>

<p>
<strong>
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE
LIABILITY OF ZENMIX LLC AND THE PERSONS IDENTIFIED ABOVE FOR ALL CLAIMS
ARISING FROM OR RELATING TO A PARTICULAR SERVICE, TRANSACTION, OR RELATED
SERIES OF EVENTS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO ZENMIX FOR THE
SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE SIX MONTHS IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO AMOUNT WAS PAID FOR THAT
SERVICE, THE MAXIMUM AGGREGATE LIABILITY WILL NOT EXCEED US $100.
</strong>
</p>

<p>
Claims arising from the same or substantially related acts, omissions,
circumstances, services, or events will be treated as a single claim for
purposes of applying the foregoing limitation.
</p>

<p>
The foregoing limitations apply to the maximum extent permitted by law and do
not exclude or limit liability that applicable law does not permit to be
excluded or limited. A more specific controlling written agreement may
establish a different allocation of liability.
</p>


<h2>17. Indemnification</h2>

<p>
To the maximum extent permitted by applicable law, you agree to defend,
indemnify, and hold harmless ZenMix LLC and its owners, members, managers,
officers, employees, contractors, agents, and representatives from and against
third-party claims, demands, actions, proceedings, damages, judgments,
liabilities, losses, penalties, fines, costs, and reasonable attorneys' fees
arising from or relating to:
</p>

<ul>
    <li>your unlawful, unauthorized, fraudulent, or abusive use of products or
        services;</li>
    <li>content, data, software, instructions, or materials supplied by you;</li>
    <li>alleged infringement or violation of rights caused by materials,
        instructions, or content supplied by you;</li>
    <li>your violation of these Terms or applicable third-party terms;</li>
    <li>your violation of applicable law;</li>
    <li>your failure to obtain required licenses, consents, permissions,
        notices, or authorizations;</li>
    <li>your lack of authority to instruct ZenMix to access, modify,
        administer, scan, migrate, configure, or otherwise interact with a
        system, account, network, device, domain, service, or data;</li>
    <li>claims arising from instructions ZenMix reasonably relied upon from
        your authorized or apparent representatives; or</li>
    <li>your business operations or your use of the results of ZenMix's
        services, except to the extent a claim results from conduct for which
        indemnification is prohibited by applicable law.</li>
</ul>

<p>
ZenMix may participate in the defense of an indemnified claim with counsel of
its choosing. You may not settle a claim in a manner that admits wrongdoing
by, imposes obligations upon, or restricts the rights of ZenMix without
ZenMix's prior written consent.
</p>


<h2>18. Employee, Contractor, Member, and Agent Protection</h2>

<p>
Services are provided by ZenMix LLC as the contracting entity unless a
controlling written agreement expressly states otherwise.
</p>

<p>
To the maximum extent permitted by applicable law, claims arising from or
relating to ZenMix services must be asserted against ZenMix LLC rather than
individually against its owners, members, managers, officers, employees,
contractors, agents, or representatives.
</p>

<p>
Nothing in these Terms eliminates personal liability where applicable law
expressly prohibits such limitation.
</p>


<h2>19. Suspension and Termination</h2>

<p>
Either party may terminate services as permitted by the applicable service
arrangement.
</p>

<p>
ZenMix may suspend, restrict, or terminate services for nonpayment, unlawful
or abusive use, suspected fraud, security risk, threats to persons or systems,
material breach, failure to cooperate, violation of third-party requirements,
or when continued service could reasonably expose ZenMix or another person to
legal, security, operational, safety, or reputational risk, subject to any
notice or cure rights required by applicable law or a controlling agreement.
</p>

<p>
Upon termination, customer access to ZenMix-managed services may end and
third-party subscriptions may continue or terminate according to the
applicable provider's terms.
</p>

<p>
You are responsible for arranging timely export, transfer, backup, or
migration of your data, domains, accounts, and services. Unless otherwise
agreed in writing, transition assistance, migration work, data export,
credential transfer, account transfer, documentation preparation, or other
work requested in connection with termination may be charged at ZenMix's
then-current rates.
</p>

<p>
Except where applicable law or a controlling agreement requires otherwise,
ZenMix has no obligation to retain customer data after termination and may
delete data remaining in ZenMix-controlled systems in accordance with its
normal retention and deletion practices.
</p>

<p>
Termination does not relieve either party of obligations accrued before the
effective termination date, including payment obligations and non-cancellable
third-party commitments.
</p>


<h2>20. Force Majeure</h2>

<p>
To the maximum extent permitted by law, ZenMix is not responsible for delay,
interruption, or failure caused by circumstances beyond its reasonable
control, including natural disasters, severe weather, fire, flood, war,
terrorism, civil unrest, labor disputes, utility failures, internet failures,
carrier outages, cloud or vendor outages, cyberattacks, governmental actions,
epidemics, supply shortages, transportation interruptions, or failures of
third-party infrastructure.
</p>


<h2>21. Governing Law and Venue</h2>

<p>
Unless a controlling written agreement states otherwise, these Terms and any
dispute arising from or relating to them or the services are governed by the
laws of the State of North Carolina, without regard to conflict-of-law
principles.
</p>

<p>
Subject to applicable law requiring otherwise, any action or proceeding
arising from or relating to these Terms or the services will be brought in a
court of competent jurisdiction located in North Carolina, and each party
consents to the jurisdiction of such courts.
</p>


<h2>22. Assignment</h2>

<p>
You may not assign, delegate, or transfer these Terms or your rights or
obligations under them without ZenMix's prior written consent.
</p>

<p>
ZenMix may assign or transfer these Terms or its rights and obligations in
connection with a merger, acquisition, reorganization, financing, sale of
assets, transfer of a business line, or other corporate transaction, or to an
affiliate or successor, subject to applicable law.
</p>


<h2>23. Survival</h2>

<p>
Any provision that by its nature is intended to continue after termination
will survive termination or expiration of these Terms, including provisions
concerning accrued payment obligations, intellectual property,
confidentiality, disclaimers, limitation of liability, indemnification,
dispute resolution, governing law, and other rights or obligations that
reasonably require survival.
</p>


<h2>24. Changes to These Terms</h2>

<p>
ZenMix may update these Terms from time to time. The "Last Updated" date
identifies the current version.
</p>

<p>
Changes apply prospectively from their effective date unless applicable law
or a controlling agreement provides otherwise. Material changes will be
communicated when required by applicable law or agreement.
</p>


<h2>25. General Provisions</h2>

<p>
If any provision of these Terms is held invalid, illegal, or unenforceable,
that provision will be enforced to the maximum extent permitted by law and
the remaining provisions will remain in effect.
</p>

<p>
Failure or delay by ZenMix in exercising a right or enforcing a provision
does not waive that right or provision.
</p>

<p>
Headings are provided solely for convenience and do not affect
interpretation.
</p>

<p>
Nothing in these Terms creates a partnership, joint venture, fiduciary
relationship, employment relationship, franchise, or agency relationship
between you and ZenMix.
</p>

<p>
These Terms, together with the applicable quote, order, statement of work,
service description, and any other controlling written agreement, constitute
the agreement between the parties concerning the matters they cover and
supersede prior discussions or representations concerning those matters,
except as expressly preserved in a controlling written agreement.
</p>


<h2>26. Contact</h2>

<p>
<strong>ZenMix LLC</strong><br>
Email: <a href="mailto:support@zenmix.com">support@zenmix.com</a><br>
Website: <a href="https://zenmix.com">https://zenmix.com</a>
</p>

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