The terms that govern how we work together.

By engaging Surya Technologies, Inc. ("Surya," "we," "our") to perform services, by signing an order, Statement of Work, or quote, or by using our website, you ("Client," "you") accept these Terms on behalf of the entity you represent and warrant that you have authority to do so.

"Services" means the IT logistics, provisioning, imaging, deployment, lifecycle, repair, asset recovery, secure storage, and managed services Surya provides. "MSA" means a Master Services Agreement. "SOW" means a Statement of Work. "BAA" means a Business Associate Agreement under HIPAA. "Client Data" means any data Client provides to or generates through the Services. "Devices" means hardware processed, configured, stored, transported, or deployed by Surya on Client's behalf.

The specific Services, deliverables, schedules, and fees are described in each SOW or order accepted by both parties. Absent a signed SOW, scope is limited to what is described in Surya's written quote or order acknowledgement. Anything outside that scope is a change requiring a written change order.

Where terms conflict, the following order controls, with the earlier item prevailing:

• +Business Associate Agreement (BAA), for PHI handling
• +Master Services Agreement (MSA)
• +Statement of Work (SOW) or written order
• +These Terms of Service

Client is responsible for: providing accurate asset, user, and site information; supplying required licenses, images, and credentials in a timely manner; maintaining its own identity, network, and endpoint management platforms; designating decision-makers for approvals; and ensuring physical receipt and site readiness for deployments. Delays caused by Client may shift schedules and incur reasonable rework or storage fees.

Fees are set in your SOW or MSA. Services are billed monthly, in advance, for the month of service.

• +Invoice and draft date. Invoices are issued on the 15th of each month for that month's service. Payment is drafted on the invoice date.
• +Payment method. All payments are made by ACH debit. By entering into an engagement, you authorize Surya to initiate ACH debit entries against your designated bank account for amounts due, and you agree to keep valid account and authorization details on file. This authorization remains in effect until your engagement ends and all amounts due are paid.
• +Failed drafts. If an ACH draft is returned or fails, you remain responsible for the amount due, and we may re-initiate the draft and recover any associated bank fees. Late or unrecovered amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.
• +Taxes. Fees are exclusive of sales, use, and similar taxes, which are your responsibility except for taxes on Surya's net income.
• +Suspension. We may suspend Services on material non-payment after written notice and a reasonable cure period.
• +Refunds. Except where required by law or expressly stated, fees paid are non-refundable.

These Terms apply for the duration of any active engagement. Either party may terminate an SOW for material breach not cured within thirty (30) days of written notice. Either party may terminate for convenience as set out in the applicable SOW or MSA. On termination, Client pays for Services performed and non-cancellable commitments incurred through the effective date.

Surya maintains a chain-of-custody record for Devices in our possession from intake through disposition. Devices are processed at our access-logged facility in Research Triangle Park, NC. Risk of loss for Devices in transit follows the carrier liability terms unless Client purchases supplemental coverage. Asset disposition (resale, redeployment, certified shred, or recycle) follows NIST SP 800-88 media-sanitization guidance and the disposition path chosen in the SOW.

Surya's security and privacy practices are aligned to NIST 800-171 and HIPAA. A SOC 2 Type 2 report will be available on August 1, 2026 via our Vanta trust center. For engagements involving Protected Health Information ("PHI"), a Business Associate Agreement is executed prior to PHI exposure and governs PHI handling in preference to these Terms. Use of Client Data is limited to performing the Services and as required by law.

See our Privacy Policy for how data collected through our website and marketing is handled. Client Data processed under contract is governed by the MSA and BAA, not the Privacy Policy.

Each party retains ownership of its pre-existing intellectual property. Surya retains ownership of its tooling, scripts, templates, image catalogs, runbooks, and operational methods, including derivative improvements thereto. Client owns its data and any deliverables identified in an SOW as work product upon payment in full.

Each party will protect the other's Confidential Information with at least the same care it uses for its own confidential information of like importance, and in no event with less than reasonable care. Confidential Information may be used only to perform under these Terms. Obligations survive termination for three (3) years, or for trade secrets, for so long as the information remains a trade secret.

Surya warrants that Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND SURYA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Hardware warranties remain with the original equipment manufacturer.

The cap and exclusions do not apply to: (a) Client's payment obligations; (b) either party's indemnification obligations; (c) breach of confidentiality; or (d) liability that cannot be limited under applicable law.

Each party will defend and indemnify the other against third-party claims to the extent arising from the indemnifying party's gross negligence, willful misconduct, or infringement of intellectual property in the materials it provides. The indemnified party must provide prompt notice and reasonable cooperation, and the indemnifying party controls the defense and settlement.

The Services may interact with third-party platforms including Microsoft 365, Microsoft Intune, ServiceNow, and Client's HRIS. Those platforms are governed by their own terms. Surya is not responsible for outages, changes, deprecations, or breaches of third-party platforms.

These Terms are governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada, and waive any objection based on forum non conveniens.

Surya may use offshore subcontractors, including its delivery team in Bangalore, India, in performing the Services; Surya remains responsible for their performance. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. If any provision is held unenforceable, the remainder remains in effect. Notices must be in writing. These Terms, together with the MSA, SOW, and BAA, constitute the entire agreement and supersede prior agreements on the same subject.

Surya may update these Terms from time to time. The current version is posted at this URL with its effective date. Material changes will be communicated to active clients via the contact of record. Continued use of the Services after the effective date constitutes acceptance.

Surya Technologies, Inc.
Research Triangle Park, NC 27703
sales@suryatechnologies.com