CMMC Advisors Terms of Use

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 By accepting this proposal, statement of work, order form, or other written quotation from CMMC Advisors (collectively, the ‘Agreement’), Client accepts and agrees to be legally bound by these Terms of Use, including its employees, contractors, and authorized representatives.. If any of these Terms of Use are unacceptable to you, do not accept this proposal 

 For purposes of these Terms of Use: 

"Client" means the entity identified in the accepted proposal, statement of work, or order form. 

"Services" means professional services, consulting, assessments, managed services, monitoring services, subscriptions, products, software, hardware, deliverables, and related activities provided by CMMC Advisors. 

"SIB" means the ‘System in a Box’ hardware bundle and related hardware, software, and documentation. 

"CUI" means Controlled Unclassified Information as defined by applicable U.S. Government regulations. 

“Deliverables” means reports, recommendations, documentation, hardware, software, work products, blueprints, templates, and other items provided by CMMC Advisors as part of the Services.  

 CMMC Advisors will:   

• Provide the SIB hardware, software, and documentation described in Deliverables.  
• Coordinate delivery, installation, and configuration support within the Timeline & Schedule below.  
• Provide Client's compliance partner with the information needed to support Client's CMMC assessment journey.  
• Deliver the monitoring services included in Client's selected Monitoring Plan, if any.  

The Client is responsible for: 

• Providing accurate, complete, and timely information. 
• Cooperating with service delivery activities. 
• Using products and services lawfully and responsibly. 
• Designating an Executive Sponsor authorized to support and approve activities related to the Agreement. 
• Including CMMC Advisors in meetings and discussions relevant to the scope of the Agreement. 
• Communicating decisions, changes, and actions that may affect the Agreement. 
• Obtaining all licenses, permissions, authorizations, and third-party approvals required for CMMC Advisors to access applicable systems, facilities, locations, and resources. 
• Maintaining responsibility for the accuracy, completeness, legality, and integrity of all information, systems, and data provided to CMMC Advisors.. 

Client acknowledges that Services may depend upon the availability, cooperation, security, licensing, and performance of third-party products, cloud services, hosting providers, managed service providers, internet service providers, or other vendors. CMMC Advisors is not responsible for delays, failures, vulnerabilities, downtime, arising primarily from third-party services outside their reasonable control. 

Each party agrees to protect confidential information received from the other party and to use such information only for purposes related to the Services. 

 Both parties acknowledge that they may receive confidential, proprietary, or non-public information during the performance of Services. Each party agrees to protect such information using commercially reasonable administrative, technical, and physical safeguards, and to use such information solely for purposes related to the Agreement. Confidentiality obligations relating to trade secrets, CUI, regulated information, or information subject to contractual restrictions survive for as long as such information retains its protected status. 

 Client retains all rights, title, and interest in and to Client's data, systems, records, documentation, and information. Client grants CMMC Advisors a limited right to access and use such information solely to perform the Services. Except as required by law or expressly authorized by Client, CMMC Advisors shall not sell, disclose, or use Client information for any purpose unrelated to the Services. Client remains responsible for determining what information may be shared with CMMC Advisors. 

 CMMC Advisors provides advisory, implementation, monitoring, hardware, and support services. While our Services are designed to help Clients improve their cybersecurity and compliance posture, CMMC Advisors does not guarantee certification, assessment outcomes, compliance determinations, contract awards, or decisions made by assessors, government agencies, or third parties. Client retains sole responsibility for cybersecurity operations, regulatory compliance, certification readiness, and all decisions regarding the implementation or non-implementation of recommendations provided by CMMC Advisors.  

Unless a different term is agreed in writing, any recurring subscription and monitoring services provided under the attached agreement, including the Annual Subscriptions and any Monitoring Plan selected under Choose Your Monitoring Options — are provided under a twelve (12) month service term, subject to Client's right to terminate recurring subscription and monitoring services after the first three (3) months as described below.. 

After the first three (3) months of the Initial Term, Client may opt out of the remaining recurring subscription and monitoring services by providing CMMC Advisors thirty (30) days' written notice prior to the desired termination date. Services, and the associated billing, continue through the end of that 30-day notice period. 

An opt-out under this section terminates only the recurring subscription and monitoring services described above. It does not affect Client's ownership of any service or hardware, and it does not reduce, delay, or refund any Payment Milestone already due or paid under Payment Milestones above. 

Fees for periods prior to the termination date are non-refundable, consistent with the Subscriptions provision under Cancellations & Refunds below. 

 Client shall pay all fees according to the applicable proposal, statement of work, invoice, or subscription agreement. Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. CMMC Advisors may suspend Services upon ten (10) days’ written notice if payment remains overdue, provided such suspension is permitted by applicable law. Client is responsible for all applicable sales, use, excise, value-added, or similar taxes arising from the Services, excluding taxes based on CMMC Advisors' net income. 

 The SIB includes a one (1) year hardware warranty ("Year 1 Warranty") covering component support and replacement services, priced per the attached agreement and reflected in the Warranty — Year 1 line item under Deliverables. Under the Year 1 Warranty, CMMC Advisors will repair or replace defective hardware components at no additional cost to Client, subject to the substitution terms in the Agreement.  

Except for the Year 1 Warranty described above, CMMC Advisors makes no other express warranty regarding the SIB, the Services, or any deliverable under this Agreement. All other warranty terms — including any disclaimer of implied warranties — are governed by this Agreement. 

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES, SOFTWARE, HARDWARE, CONTENT, DELIVERABLES, AND SUBSCRIPTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 

 Labor & Products: Cancellations must be submitted at least five (5) days prior to the scheduled service date. Fees for completed Services, delivered products, incurred expenses, or non-cancellable third-party commitments are non-refundable unless otherwise agreed in writing by CMMC Advisors. Subscriptions: Fees for recurring subscriptions and monitoring services are non-refundable for periods prior to the effective termination date.  

 Service availability may depend in part upon third-party vendors, cloud providers, telecommunications providers, and internet services. CMMC Advisors does not warrant uninterrupted or error-free operation of Services and shall not be responsible for outages or disruptions outside its reasonable control.  

 Client receives a non-exclusive, non-transferable license to use Deliverables internally for its own business operations. All methodologies, templates, frameworks, software, scripts, documentation, playbooks, processes, and derivative works developed or provided by CMMC Advisors remain the exclusive property of CMMC Advisors unless expressly stated otherwise in writing. Nothing in this Agreement transfers ownership of any intellectual property, methodology, framework, software, documentation, process, or other proprietary material belonging to CMMC Advisors.