RESPONSIVENESS EXPECTATIONS

PRIORITIES

P1. A full or partial outage that is impacting supported critical business systems. The supported customer is unable to conduct business due to IT systems. Priority 1 means there is an extremely critical problem with systems that are preventing work from being performed and no workaround is possible. 

Acknowledgement: Within 2 hours during normal business hours and 12 hours after normal business hours. 

P2. Degraded performance of the supported critical business system. Degradation of critical business service means there is a potential loss of critical business service-affecting clients. Service continues through either poor performance or a workaround in place. 
Acknowledgement: Within 6 hours during normal business hours and the next business day for issues after hours. 

P3. Noncritical supported systems. 

Acknowlegement: Withing the next business day. 

SUPPORT

Support can be reached at any time by either directly calling the support line at (815) 427-3128; or e-mailing support@stratuscomm.com, which will generate a ticket in the StratusComm support ticketing system. 

EXPENSES

StratusComm shall be responsible for all expenses incurred while performing services for CLIENT in the greater Chicago area under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; tolls, fuel, and other taxes, fines, or cell phone expenses; employee meals; and all salary, expenses, and other compensation paid to employees or contract personnel that StratusComm may hire to complete the work under this Agreement. 

RESOLVING DISPUTES

This agreement is governed by Illinois law, without giving effect to conflict of laws principles. If a dispute arises under this Agreement, then the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in McHenry County, Illinois. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by all parties. If mediation fails to resolve the dispute, then the parties agree to submit the dispute to a mutually agreed-upon arbitrator in McHenry County, Illinois. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator. 

ARTIFICIAL INTELLIGENCE (AI) SERVICES ACKNOWLEDGEMENT, LIMITATION OF LIABILITY, AND DATA RESPONSIBILITY AGREEMENT 

This AI Services Acknowledgement, Limitation of Liability, and Data Responsibility Agreement (“Agreement”) is entered into by and between StratusComm (“StratusComm”) and the client (“CLIENT”) as of the date signed.

1. PURPOSE

StratusComm offers  managed IT services, including artificial intelligence (“AI”) tools, automations, integrations, analytics, machine learning systems, and third-party AI platforms (collectively, “AI Services”). Client desires to utilize such AI Services as part of its business operations. 

2. CLIENT RESPONSIBILITY FOR DATA & OTHER ISSUES

2.1. CLIENT is solely responsible for determining whether AI Services are appropriate for processing, storing, analyzing, transmitting, or generating financial information, banking information, tax information, payroll information, healthcare information, personally identifiable information (PII), confidential business information, regulated or legally protected data, or any other confidential or sensitive information. 

2.2. CLIENT understands that AI-generated outputs may contain inaccuracies, omissions, biased content, corrupted data, or unintended disclosures. 

2.3. CLIENT agrees that all AI-generated outputs must be independently reviewed and verified by qualified personnel before being relied upon for business, legal, financial, medical, compliance, or operational decisions. 

2.4. CLIENT understands that the use of AI to record or transcribe spoken conversations (including, e.g., through a note-taking app or an conference call) may constitute eavesdropping and/or the collection or capture of voiceprints or similar biometrics. 

2.5. CLIENT understands that any offers, claims, and other statements made by AI to third parties (including, e.g., AI chatbots in communication with CLIENT customers) may become legally biding or otherwise legally attribuable to CLIENT. 

3. NO WARRANTY

THE AI SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. 

To the maximum extent allowed by law, StratusComm hereby expressly disclaims all warranties, including but not limited to merchantability, fitness for a particular purposa, non-infringement, accuracy, reliability, availability, security, data preservation, and error-free operation. 

StratusComm does not warrant that AI Services will be uninterrupted or error-free; data loss will not occur; AI outputs will be accurate or compliant; or AI systems will be immune from cyberattacks, corruption, or unauthorized access. 

4. LIMITIATION OF LIABILITY 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRATUSCOMM SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, CORRUPTION OF DATA, DISCLOSURE OF CONFIDENTIAL INFORMATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, FINANCIAL LOSS, REGULATORY PENALTIES, COMPLIANCE VIOLATIONS, CYBERSECURITY INCIDENTS, AI-GENERATED INACCURACIES, CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES, SPECIAL DAMAGES, OR PUNITIVE DAMAGES, WHETHER ANY OF THE FOREGOING ARISE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF STRATUSCOMM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

5. THIRD-PARTY SERVICES 

CLIENT acknowledges that AI Services may utilize third-party platforms, cloud providers, APIs, software vendors, or external AI systems. 

StratusComm is not responsible for third-party outages, security incidents, data breaches, data retention policies, AI outputs, or actions or omissions of third-party vendors. 

6. CYBERSECURITY AND DATA RISKS

CLIENT understands and accepts that no cybersecurity or AI system can guarantee complete security or prevention of unauthorized access, malware, ransomware, data leakage, prompt injection attackes, AI manipulation, hallucinations, data corruption, or system compromise. 

CLIENT acknowledges that StratusComm has not made any promises, warrantees, guarantees, or other representations regarding the prevention of any of the foregoing, or any other cyber event or data incident. 

7. CLIENT INDEMNIFICATION

CLIENT agrees to indemnify, defend, and hold harmless StratusComm and its owners, employees, contractors, affiliates, and agents from and against any claims, damages, liabilities, penalties, losses, cost, or expenses arising out of or related to CLIENT’s use of AI Services, storage or processing of sensitive data, reliance on AI-generated outputs, violations of privacy or data protection laws, regulatory investigations or fines, or third-party claims related to data loss or disclosure. 

8. LIMITATION OF DAMAGES

In no event shall StratusComm’s total cumulative liability exceed the total fees paid by CLIENT to StratusComm for AI Services during the three (3) months preceding the event giving rise to the claim. 

9. COMPLIANCE RESPONSIBILITY

CLIENT remains solely responsible for compliance with all applicable laws and regulations, including but not limited to HIPAA, GLBA, PCI-DSS, SEC regulations, FTC regulations, the privacy laws of any state (including, e.g., the Illinois Biometric Information Privacy Act), GDPR, CCPA, and any industry-specific compliance obligations. 

10. ACKNOWLEDGEMENT

By signing an agreement with StratusComm, CLIENT acknowledges that CLIENT has read and understands this Agreement, understands the risks associated with AI technologies, voluntarily accepts such risks, has had the opportunity to consult legal counsel, and agrees to the limitations of liability and waivers contained herein.