Terms of Service
https://etgcloud.usLast Updated: April 22, 2026
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Essential Technology Group LLC, a Texas limited liability company doing business as ETGCloud ("ETGCloud," "Provider," "we," "us," or "our"), governing your access to and use of our managed IT services, cybersecurity services, cloud services, IT consulting, and any related services (collectively, the "Services").
By engaging ETGCloud for Services, executing a Managed Services Agreement ("MSA"), Statement of Work ("SOW"), or Service Order, or by otherwise accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
1. Services
1.1 Scope of Services
ETGCloud provides managed IT services including, but not limited to: remote monitoring and management (RMM), help desk support, endpoint detection and response (EDR), cloud platform administration (including Microsoft 365, Google Workspace, and Amazon Web Services), cloud backup and disaster recovery, identity and access management, cybersecurity consulting, compliance readiness support, and general IT consulting.
1.2 Service Modifications
ETGCloud reserves the right to modify, update, or discontinue any aspect of the Services with thirty (30) days' prior written notice to Client, provided that such modification does not materially diminish the core functionality of the Services described in an active MSA or SOW.
1.3 Third-Party Products and Services
ETGCloud may utilize third-party software, platforms, and services in the delivery of the Services. Your use of such third-party products is subject to the respective third-party's terms of service, end-user license agreements, and privacy policies. ETGCloud is not liable for any acts, omissions, outages, or changes made by third-party providers.
2. Client Obligations
2.1 General Responsibilities
Client agrees to:
- Provide ETGCloud with timely, accurate, and complete information necessary for the performance of the Services;
- Designate a primary point of contact authorized to make decisions and approve changes on behalf of Client;
- Maintain hardware and software in reasonably current and supported condition as recommended by ETGCloud;
- Comply with all applicable laws and regulations in connection with Client's use of the Services;
- Refrain from using the Services for any unlawful purpose.
2.2 Security Cooperation
Client acknowledges that cybersecurity is a shared responsibility. Client agrees to implement and enforce security policies as recommended by ETGCloud, including but not limited to: enabling multi-factor authentication (MFA), maintaining strong password policies, conducting security awareness training for end users, and promptly reporting suspected security incidents. ETGCloud shall not be held liable for security breaches resulting from Client's failure to follow recommended security practices.
2.3 Access and Permissions
Client grants ETGCloud the necessary access to Client's systems, networks, devices, and cloud environments to perform the Services. Client is responsible for maintaining accurate records of user accounts and promptly notifying ETGCloud of employee terminations or role changes that affect access privileges.
3. Fees and Payment
3.1 Service Fees
Fees for the Services shall be as set forth in the applicable MSA, SOW, or Service Order. Unless otherwise specified, fees are billed monthly in advance and are due upon receipt of invoice. All fees are quoted in United States Dollars (USD).
3.2 Late Payments
Invoices not paid within thirty (30) days of the invoice date shall be subject to a late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. ETGCloud reserves the right to suspend Services after providing ten (10) business days' written notice of nonpayment.
3.3 Taxes
All fees are exclusive of applicable taxes, duties, and levies. Client is responsible for payment of all such taxes, excluding taxes based on ETGCloud's net income.
3.4 Price Adjustments
ETGCloud may adjust fees upon sixty (60) days' prior written notice. Client may terminate the affected Services within the notice period if it does not agree to the adjusted fees.
4. Service Levels and Support
4.1 Service Level Commitments
Specific service level commitments shall be defined in the applicable MSA or a separate Service Level Agreement ("SLA") addendum. In the absence of a separate SLA, ETGCloud will use commercially reasonable efforts to respond to and resolve service requests in a timely manner.
4.2 Support Hours
Standard support is available Monday through Friday, 8:00 AM to 6:00 PM Eastern Time, excluding federal holidays. Emergency support for critical issues is available 24/7 for Clients on applicable service tiers.
4.3 Scheduled Maintenance
ETGCloud will provide reasonable advance notice of scheduled maintenance that may affect the availability of Client's systems.
5. Confidentiality
5.1 Definition
"Confidential Information" means any non-public information disclosed by either party to the other in connection with the Services, including but not limited to: business plans, client data, financial information, technical configurations, security assessments, network diagrams, passwords, access credentials, and proprietary processes.
5.2 Obligations
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform the Services or as required by law; and (c) use Confidential Information only for the purposes contemplated by these Terms. These obligations shall survive termination of the Services for a period of three (3) years.
5.3 Exceptions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
6. Data Protection and Privacy
6.1 Data Handling
ETGCloud will handle Client data in accordance with applicable federal and state data protection laws. Where Client operates in a regulated industry, a separate Business Associate Agreement ("BAA") or data handling addendum may be required.
6.2 Data Ownership
Client retains all right, title, and interest in Client's data. ETGCloud acquires no ownership rights in Client data. Upon termination of Services, ETGCloud will, at Client's option, return or securely destroy Client data within thirty (30) days.
6.3 Data Security
ETGCloud will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client data against unauthorized access, disclosure, alteration, or destruction. ETGCloud will promptly notify Client of any confirmed data breach affecting Client data.
7. Intellectual Property
7.1 ETGCloud IP
All tools, scripts, templates, documentation, processes, methodologies, and software developed by ETGCloud remain the exclusive property of ETGCloud. Client is granted a limited, non-exclusive, non-transferable license to use Provider IP solely in connection with the Services during the term of the applicable agreement.
7.2 Client IP
All Client-owned intellectual property remains the exclusive property of Client. ETGCloud may reference Client as a customer in marketing materials unless Client opts out in writing.
8. Limitation of Liability
8.1 Cap on Liability
To the maximum extent permitted by applicable law, ETGCloud's total aggregate liability arising out of or relating to these Terms or the Services shall not exceed the total fees paid by Client to ETGCloud during the twelve (12) month period immediately preceding the event giving rise to the claim.
8.2 Exclusion of Damages
In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost data, business interruption, or cost of procurement of substitute services, regardless of the theory of liability, even if such party has been advised of the possibility of such damages.
8.3 Exceptions
The limitations in this Section 8 shall not apply to: (a) either party's breach of confidentiality obligations under Section 5; (b) either party's indemnification obligations; or (c) liability that cannot be limited under applicable law.
9. Indemnification
9.1 By ETGCloud
ETGCloud shall indemnify, defend, and hold harmless Client from and against any third-party claims arising from ETGCloud's gross negligence or willful misconduct in the performance of the Services, or ETGCloud's material breach of these Terms.
9.2 By Client
Client shall indemnify, defend, and hold harmless ETGCloud from and against any third-party claims arising from: (a) Client's breach of these Terms; (b) Client's failure to comply with applicable laws; (c) Client's use of the Services in violation of these Terms; or (d) any claim that Client's data or content infringes the intellectual property rights of a third party.
10. Term and Termination
10.1 Term
These Terms are effective as of the date Client first accesses or uses the Services and remain in effect for the duration specified in the applicable MSA or SOW. In the absence of a specified term, these Terms continue on a month-to-month basis.
10.2 Termination for Convenience
Either party may terminate these Terms by providing sixty (60) days' prior written notice to the other party.
10.3 Termination for Cause
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days; (b) becomes insolvent or files for bankruptcy; or (c) engages in conduct that materially harms the other party's reputation or business.
10.4 Effect of Termination
Upon termination: (a) Client shall pay all fees accrued through the effective date of termination; (b) ETGCloud will reasonably cooperate with Client to transition the Services; (c) each party shall return or destroy the other party's Confidential Information; and (d) Sections 3, 5, 6, 7, 8, 9, 10.4, 11, and 13 shall survive termination.
11. Warranties and Disclaimers
11.1 Mutual Warranties
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms constitute a valid and binding obligation; and (c) it will comply with all applicable laws in connection with its performance under these Terms.
11.2 ETGCloud Warranty
ETGCloud warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
11.3 Disclaimer
Except as expressly set forth in these Terms, the Services are provided "as is" and "as available." ETGCloud disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
12. Force Majeure
Neither party shall be liable for any failure or delay in performance resulting from causes beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, pandemics, government orders, war, terrorism, cyberattacks by nation-state actors, internet service provider failures, power outages, or third-party vendor outages. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Services upon written notice.
13. Dispute Resolution
13.1 Informal Resolution
The parties agree to attempt to resolve any dispute through good-faith negotiation within thirty (30) days.
13.2 Mediation
If the dispute is not resolved informally, the parties agree to participate in non-binding mediation before initiating any legal proceeding.
13.3 Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions. Any legal action shall be brought exclusively in the state or federal courts located in Hillsborough County, Florida.
14. General Provisions
14.1 Entire Agreement
These Terms, together with any applicable MSA, SOW, SLA, BAA, and Service Orders, constitute the entire agreement between the parties.
14.2 Amendments
ETGCloud may update these Terms from time to time. Material changes will be communicated with at least thirty (30) days' notice.
14.3 Severability
If any provision of these Terms is held to be invalid, the remaining provisions shall continue in full force and effect.
14.4 Waiver
The failure of either party to enforce any right or provision shall not constitute a waiver. Any waiver must be in writing.
14.5 Assignment
Neither party may assign these Terms without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
14.6 Notices
All notices shall be in writing and delivered via email, certified mail, or recognized overnight courier. Notices to ETGCloud shall be sent to [email protected].
14.7 Independent Contractor
ETGCloud is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
14.8 No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties and their permitted successors and assigns.
15. Contact Information
For questions regarding these Terms, please contact:
© 2026 Essential Technology Group LLC. All rights reserved.