Extended Service Terms

These Extended Service Terms (the “Terms”) govern the specific services, products, hosted platforms, or devices (“Retained Services”) that KeyStone Solutions, LLC (“KeyStone”) continues to deliver after termination of a customer’s Managed Services Master Agreement or other primary service agreement (the “Primary Agreement”). They apply to the customer (“Customer”) identified in the KeyStone services quote that references these Terms (the “Quote”). By accepting the Quote, the Customer agrees to these Terms. The “Effective Date” is the date the Customer accepts the Quote.

1. Purpose

The Customer has terminated its Primary Agreement but asked KeyStone to keep delivering one or more Retained Services — typically to give a successor provider time to migrate, to maintain critical infrastructure (firewall, server, backup, or hosted application) that cannot move immediately, or to satisfy a vendor or contractual constraint. All services under the Primary Agreement other than the Retained Services end on the Effective Date. KeyStone is not the Customer’s primary IT provider during these Terms; the Retained Services are provided on a continuity basis only.

2. Scope

KeyStone delivers only the Retained Services listed in the Quote. No other work is included — no projects, onboarding, strategic planning, new user or device provisioning, or proactive consulting. Additional Retained Services may be added only by a new or amended Quote accepted by both parties. Applicable sales taxes are added at invoicing.

3. Fees

The Customer pays a monthly fee equal to 125% of KeyStone’s then-current standard rate for each Retained Service, reflecting the cost of supporting an isolated service outside the full managed relationship. Rates may adjust annually on the anniversary of the Effective Date, and mid-term if KeyStone’s underlying vendor changes its licensing or support rates; any adjustment applies to the next 30-day billing cycle.

4. Advance Billing

Fees are billed in advance. The initial invoice covers the first 60 days and is collected on or before the Effective Date; the Retained Services begin once it clears. The Terms then renew automatically in successive 30-day periods. Five days before the end of each period (day 55 of the initial period, and day 25 of each renewal period), KeyStone automatically charges the Customer’s payment method on file for the next 30-day period. This continues until terminated under Section 6. Advance prepayment is a material term, intended to eliminate accounts-receivable exposure on legacy support.

5. Automatic Payment

The Customer must keep a valid automatic payment method on file (ACH from a verified business account, or Visa, Mastercard, American Express, or Discover) for the entire term, authorized through KeyStone’s quote and billing process. These Terms are not effective, and KeyStone has no obligation to deliver, until a valid authorization is on file and the initial 60-day prepayment has cleared. If a payment method fails, expires, or is revoked, the Customer must provide a replacement within five (5) business days of notice; failure to do so is a material breach. Returned ACH transactions are subject to a $25 fee per attempt.

6. Term and Termination

• Term. These Terms begin on the Effective Date and renew automatically for successive 30-day periods. They expire automatically twelve (12) months after the Effective Date unless extended by a Quote or written amendment signed by both parties. The parties intend the Retained Services as transitional support pending migration, not an indefinite arrangement.
• Termination by the Customer. The Customer may terminate by written notice received no later than five (5) days before the end of the current period (day 55 of the initial period, or day 25 of a renewal period) and before the next automatic charge is processed. Termination takes effect at the end of the current prepaid period, with no further period billed. Notice after that deadline means the next period has already billed and the Customer remains responsible for it. Email to the Customer’s assigned KeyStone Account Manager satisfies this notice.
• Termination by KeyStone. KeyStone may terminate, or discontinue any Retained Service, on thirty (30) days’ written notice. KeyStone may terminate immediately for cause if: the payment method fails and is not cured under Section 5; the underlying vendor or platform reaches end of life or is discontinued; continued delivery would create unreasonable security, compliance, regulatory, or operational risk; or the Customer materially breaches.
• Refunds. Prepaid fees are non-refundable, except that if KeyStone terminates for convenience or because a Retained Service reached end of life or end of support, KeyStone refunds the unused portion of the current period for the affected Retained Service on a daily pro-rata basis — the Customer’s sole remedy for such a KeyStone-initiated termination.

7. No Service Level Agreement; AS-IS

The Retained Services are continuity-only. No Service Level Agreement and no response, escalation, resolution, uptime, or availability commitment applies. The SLA terms of the Primary Agreement (priority tiers, response targets, escalation thresholds) do not carry over. KeyStone will use commercially reasonable efforts to maintain the Retained Services in their current state during each prepaid period; proactive optimization, strategic guidance, roadmap planning, account or tech-lead advisory, security-program or compliance management, and ongoing improvement are not included. Except as expressly stated in these Terms, the Retained Services are provided “as is” and “as available,” and KeyStone disclaims all warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. Customer Responsibilities

The Customer will: give timely notice of personnel, environmental, architectural, or operational changes affecting the Retained Services; maintain any third-party licensing, subscriptions, warranties, and support contracts needed for them (unless included in a Retained Service); provide the physical, logical, and administrative access KeyStone reasonably needs; keep a valid automatic payment authorization on file at all times; and work in good faith to migrate each Retained Service to a successor provider or internal team as soon as reasonably practicable.

9. Data Handling

Where a Retained Service involves Customer data (hosted platforms, backups, or stored data), KeyStone handles it under its standard security and SOC 2 practices. On termination or expiration of such a Retained Service, KeyStone will, on the Customer’s written request made within thirty (30) days, make the data available for export in a commercially reasonable format; afterward KeyStone may delete it in accordance with its standard retention practices. KeyStone will notify the Customer without undue delay after becoming aware of any confirmed security breach affecting Customer data within the Retained Services. This Section survives termination or expiration of these Terms.

10. Surviving Terms of the Primary Agreement

The following provisions of the Customer’s Primary Agreement survive and apply to the Retained Services: Limitation of Liability, Waiver of Subrogation, Confidentiality, Physical Access, Indemnification, Miscellaneous, Notices, and any others stated to survive. If they conflict with these Terms, these Terms control. Any liability cap measured by “fees paid” or a similar formula is calculated on fees paid under these Terms during the twelve (12) months preceding the claim, and not under the Primary Agreement.

11. Notices

Notices must be in writing, delivered to the addresses in the Quote and, for KeyStone, to accounting@keystone.solutions. Email to the Customer’s assigned Account Manager (or to KeyStone’s address above) is valid for routine operational notices, including termination notices.

12. Governing Law; Entire Agreement

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-laws principles. The state courts of Bradley County, Tennessee have exclusive jurisdiction and venue over any dispute, and each party waives any objection to that forum. These Terms, together with the Quote that references them, are the entire agreement on the Retained Services and supersede prior understandings. They may be modified only in a writing signed by both parties; a Customer-accepted Quote qualifies.