Terms of Service

AUTO PAY AUTHORIZATION AGREEMENT

Effective Date: January 1, 2026

This Auto Pay Authorization Agreement (“Authorization”) governs automatic payment processing for all services provided by VRI Technology (“VRI”), including but not limited to Managed IT Services, Managed Firewall Services, cybersecurity services, backup services, monitoring services, project services, hardware purchases, and any other services provided under any agreement between Client and VRI (collectively, “Services”).

By purchasing any Services from VRI, providing payment information, executing this Authorization electronically, or clicking “I Agree,” Client:

Agrees to be bound by this Authorization;
Authorizes automatic payment as described herein; and
Represents and warrants that the individual accepting this Authorization has full authority to bind the purchasing entity.

This Authorization is incorporated by reference into the VRI Technology Managed IT Services Terms of Service and any separate Managed Firewall Services Agreement (collectively, the “Service Agreements”).

1. MANDATORY AUTO PAY REQUIREMENT

Auto pay is a mandatory condition of receiving any Services from VRI.

By purchasing or activating Services, Client agrees that:

All Services are subject to automatic payment;
Client must maintain valid payment credentials at all times;
Failure to maintain valid auto pay authorization constitutes a material breach of the applicable Service Agreements.

2. AUTHORIZATION TO CHARGE

Client authorizes VRI to automatically charge the payment method provided (credit card, debit card, ACH, or other approved electronic method) for all amounts due on Client’s account, including but not limited to:

Monthly Managed IT fees
Managed Firewall fees
Firewall hardware and licensing charges
Recurring subscription services
Device-based adjustments
Out-of-scope labor charges
Project fees
Hardware and software purchases
Taxes and government-imposed charges
Late fees
Reinstatement fees
Chargeback-related costs
Collection-related expenses

This Authorization applies to all current and future Services provided by VRI, including services governed by separate agreements.

3. CONTINUING AUTHORIZATION

This Authorization:

Remains effective for the duration of all active Service Agreements;
Applies to recurring, renewal, and one-time charges;
Applies to automatic renewals, including the five (5) year initial term and renewal provisions of the Managed Firewall Services Agreement;
Applies to any updated payment method provided by Client.

Client agrees to promptly update expired or invalid payment information.

4. CONDITION OF SERVICE; BREACH

Failure to:

Maintain valid payment authorization
Replace expired or declined payment methods
Cure rejected ACH transactions
Maintain sufficient funds
Comply with this Authorization

constitutes a material breach of the Service Agreements.

VRI may suspend or terminate any or all Services in accordance with the applicable Service Agreements.

5. DECLINED, RETURNED, OR FAILED PAYMENTS

If any payment is declined, returned, reversed, rejected, disputed, or otherwise fails:

VRI may:

Retry the transaction;
Charge a returned payment or processing fee;
Suspend any or all Services;
Accelerate outstanding balances where permitted by the governing Service Agreement;
Require certified funds or ACH-only payment going forward.

Client is responsible for all bank penalties, processing fees, administrative costs, and collection expenses.

6. CHARGEBACK AND PAYMENT REVERSAL PROHIBITION

Client agrees not to initiate or permit any chargeback, ACH dispute, payment reversal, or similar recall (“Chargeback”) without first:

Providing written notice to VRI; and
Allowing at least fifteen (15) business days for good-faith resolution.

Improper Chargebacks constitute a material breach.

If initiated:

VRI may immediately suspend or terminate Services;
All outstanding balances may become immediately due where permitted by the governing Service Agreement;
Client shall reimburse VRI for chargeback fees, bank penalties, administrative costs, collection expenses, and reasonable attorneys’ fees.

This applies to all electronic payment methods.

7. REVOCATION OF AUTHORIZATION

Client may revoke this Authorization only by:

Providing written notice to VRI;
Paying all outstanding balances in full; and
Terminating all active Service Agreements in accordance with their terms.

Revocation of auto pay while Services remain active constitutes material breach.

8. AUTHORITY TO BIND

The individual accepting this Authorization represents and warrants that:

They are authorized to bind the purchasing entity;
The payment method provided is authorized for business use;
The entity consents to recurring electronic payments.

Client agrees to indemnify VRI for any loss arising from lack of authority.

9. ELECTRONIC SIGNATURE CONSENT

Client consents to electronic contracting and acknowledges:

Electronic signatures are legally binding under the Idaho Uniform Electronic Transactions Act and the federal E-SIGN Act;
Electronic acceptance has the same effect as a handwritten signature;
Client may retain a copy of this Authorization.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Authorization is governed by Idaho law.

All disputes shall be resolved pursuant to the arbitration provisions contained in the applicable Service Agreement.

11. ENTIRE AGREEMENT; PRIORITY

This Authorization is incorporated into the Service Agreements.

If a conflict exists:

Service Agreements control with respect to service terms and termination;
This Authorization controls with respect to payment authorization and processing matters.

ONLINE ACCEPTANCE

By purchasing Services, I agree to mandatory auto pay for all services provided by VRI Technology.
I certify that I am authorized to bind the purchasing organization.
I authorize recurring electronic payments as described above.

MASTER SERVICES TERMS OF SERVICE

Effective Date: January 1, 2026

These Master Services Terms of Service (“Master Terms”) govern all services provided by VRI Technology (“VRI,” “Company,” “we,” or “us”) to the customer (“Client,” “you,” or “your”).

By clicking “I Agree,” completing checkout, activating services, executing Auto Pay authorization, or using any Services, Client agrees to be legally bound by:

These Master Terms
The Managed IT Services Addendum (if applicable)
The Managed Firewall Services Addendum (if applicable)
The Auto Pay Authorization Agreement

Collectively, the “Service Agreement.”

If you do not agree, do not purchase or use the Services.

SECTION 1 – FORMATION; AUTHORITY; ELECTRONIC ACCEPTANCE

Client agrees this Service Agreement is formed electronically pursuant to:

Idaho Uniform Electronic Transactions Act
Federal E-SIGN Act

Electronic acceptance has the same legal effect as a handwritten signature.

Client represents and warrants that the individual accepting:

Has authority to bind the organization
Is authorized to provide payment credentials
Is entering this Agreement for commercial purposes

Client agrees to indemnify VRI for any loss arising from lack of authority.

SECTION 2 – GLOBAL PAYMENT TERMS

2.1 Mandatory Auto Pay

All Services require a valid Auto Pay Authorization.

Auto pay applies to all charges incurred under any component of this Service Agreement.

Failure to maintain valid payment authorization constitutes material breach.

2.2 Charges Authorized

Client authorizes VRI to automatically charge for:

Managed IT Services fees
Managed Firewall Services fees
Hardware and licensing
Device adjustments
Project services
Overage charges
Taxes and regulatory fees
Early termination amounts
Accelerated balances
Collection costs
Chargeback-related costs

2.3 Cross-Default

Default under any service, addendum, or payment obligation constitutes default under all components of the Service Agreement.

VRI may suspend or terminate any or all Services.

2.4 Acceleration

Upon material breach, early termination where prohibited, chargeback, or payment default, VRI may:

Accelerate all outstanding balances
Accelerate remaining recurring amounts permitted under the applicable addendum
Pursue collection and attorneys’ fees

2.5 Chargeback Prohibition

Client agrees not to initiate any chargeback, ACH dispute, or payment reversal without first providing written notice and allowing fifteen (15) business days for resolution.

Improper chargebacks constitute material breach.

Client shall reimburse VRI for:

Bank fees
Processing penalties
Administrative costs
Collection expenses
Attorneys’ fees

SECTION 3 – DISPUTE RESOLUTION

3.1 Delegation Clause

Any dispute regarding arbitrability, enforceability, or scope of this arbitration provision shall be decided exclusively by the arbitrator.

3.2 Binding Arbitration

All disputes arising out of or relating to this Service Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Rules.

Venue: State of Idaho
Arbitrator: Single neutral arbitrator
Judgment enforceable in any court.

3.3 Jury Waiver

THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL.

3.4 Class Waiver

No class, collective, representative, or consolidated actions permitted.

3.5 Equitable Relief Carve-Out

VRI may seek injunctive relief in court for:

Payment enforcement
Hardware recovery
Confidentiality
Intellectual property
Non-solicitation

3.6 Arbitration Severability

If arbitration is invalidated, exclusive venue shall be Idaho state or federal court.

SECTION 4 – LIMITATION OF LIABILITY

Except for gross negligence or willful misconduct:

Managed IT liability cap: fees paid in preceding three (3) months
Managed Firewall liability cap: fees paid in preceding twelve (12) months

VRI shall not be liable for:

Lost profits
Business interruption
Regulatory fines
Cyber extortion
Data loss
Consequential damages

This allocation of risk is material to pricing.

SECTION 5 – INDEMNIFICATION

Client shall indemnify and defend VRI against claims arising from:

Regulatory violations
PCI non-compliance
HIPAA violations outside VRI scope
Client misuse
Third-party integrations

SECTION 6 – MANAGED IT SERVICES ADDENDUM

(Only applies if Client subscribes to Managed IT Services)

6.1 Term

Month-to-month term with automatic monthly renewal.

6.2 Cancellation

Client may cancel with sixty (60) days written notice.

Client remains liable for fees during notice period.

6.3 Removal of VRI Software

Upon termination:

Monitoring agents removed
Cybersecurity tools disabled
Remote administrative access revoked

Client assumes full responsibility for cybersecurity thereafter.

VRI is not liable for post-termination exposure.

SECTION 7 – MANAGED FIREWALL SERVICES ADDENDUM

(Only applies if Client subscribes to Managed Firewall Services)

7.1 Initial Term

Fixed sixty (60) month Initial Term beginning on purchase, activation, or deployment (whichever occurs first).

7.2 Renewal

Automatic twelve (12) month renewals.

7.3 Strict Non-Renewal Window

Written notice required:

Not less than ninety (90) days
Not more than one hundred twenty (120) days

Notices outside this window are invalid.

7.4 No Early Termination; Acceleration

No termination for convenience during any term.

If Client cancels early or breaches payment obligations:

Client authorizes immediate charge of:

100% of remaining recurring fees through end of term
All unpaid third-party vendor commitments

All accelerated amounts become immediately due.

7.5 Hardware Ownership

All firewall hardware remains property of VRI.

Upon termination:

Must be returned within ten (10) business days
Failure authorizes replacement charge
VRI may remotely disable equipment

Client acquires no ownership interest.

7.6 Integrated Termination

Termination of Managed IT constitutes notice of termination of Managed Firewall Services.

Termination effectiveness remains governed by this Firewall Addendum’s term and acceleration provisions.

7.7 Cybersecurity Disclaimer

No firewall guarantees complete security.

VRI is not liable for:

Ransomware
Social engineering
Insider threats
Zero-day exploits

Except where directly caused by gross negligence or willful misconduct.

SECTION 8 – FORCE MAJEURE

VRI not liable for events beyond reasonable control including cyber events, ISP failures, supply chain disruption, or government action.

SECTION 9 – NON-SOLICITATION

Client shall not hire or solicit VRI employees during the term and for one (1) year thereafter.

Liquidated damages: 50% of annual compensation.

Acknowledged as reasonable and not a penalty.

SECTION 10 – SURVIVAL

The following survive termination:

Payment obligations
Acceleration rights
Arbitration
Indemnification
Limitation of liability
Hardware return obligations
Chargeback prohibition

SECTION 11 – GOVERNING LAW

State of Idaho.

SECTION 12 – ENTIRE AGREEMENT; HIERARCHY

Order of precedence:

Managed Firewall Addendum
Managed IT Addendum
Master Terms
Auto Pay Authorization

No oral modifications.

Waivers must be in writing.

Simplified IT Service Agreement

This Simplified IT Service Agreement, together with the exhibits and materials referenced herein, (“Agreement”) is between VRI Technology (“VRI” or “Company”) and the end user (“Client”) of VRI Simplified IT Services. Please review this Agreement carefully as it governs you use of and VRI’s delivery of the Simplified IT services.

IF YOU ARE A NEW SUBSCRIBER TO SIMPLIFIED IT, YOUR ENROLLERMENT IN, ACTIVATION OF, USE OF OR PAYMENT FOR SERVICES CONSTITUES YOUR ACCEPTANCE OF THIS AGREEMENT. YOU SHOULD READ THIS AGREEMENT IN ITS ENTIRETY, BUT EVEN IF YOU CHOOSE NOT TO READ IT, ITS TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON YOU. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT USE THE SERVICES AND NOTIFY VRI AT 208-629-3100 OR BY CONTACTING YOUR SALES REPRESENTATIVE TO CANCEL YOUR SIMPLIFIED IT SERVICE. FURTHER YOU CONFIRM THAT YOU UNDERSTAND AND AGREE TO THE PRICING AND CHARGES QUOTED TO YOU DURING THE ORDERING PROCESS AND OTHER TERMS AND CONDITIONS PROVIDED TO YOUR DURING THE ORDERING PROCESS, ALL OF WHICH ARE INCORPORATED BY REFERENCE. FINALLY YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO AND HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF THE CLIENT AND ARE BOUND BY IT.

If you do not agree to all the terms and conditions of this Agreement, including future revisions, please contact VRI at 208-629-3100 or contact your sales rep to cancel your service.

Period of Service / Automatic Renewal

This Agreement shall be effective as of the date of acceptance on the Simplified IT Signup form executed by Client to activate services. This Agreement term shall be month to month and shall automatically renew each successive month for an additional month term.

Terminating this Agreement requires a 30 day notice to VRI at PO Box 1837 Eagle, ID 83616 or support@vritechnology.com. Upon termination of this Agreement, service billing shall not pro-rated. Any partial month that falls within the 30 day notice will be billed at the full service rates in effect.

Service levels

The Simplified IT service level shall be entitled to the following: Managed anti-virus, 50GB remote backup space per device, automatic weekly pc tune up, device monitoring, Microsoft patch management, access to the VRI support ticketing system, software and hardware procurement services and support, Huntress Labs threat and breach detection software.

Covered Equipment

VRI will provide coverage for all devices on which our Client Support Software (“CSS”) is installed under this Agreement. Client will be invoiced for all devices that our CSS is installed on at the 20th of each month and those devices will be eligible for services under this Agreement at the service level selected on the Simplified IT Signup form.

If you have questions about what devices are currently covered under this agreement please contact your VRI Technology sales representative.

Purchase Price

Pricing for the service levels is as follows:

Basic

Workstation - $24 / Month

Server - $64 / Month

Client will be billed at the prices listed above for the service level selected on the Simplified IT Signup form. Prices listed on the Simplified IT Signup form are only valid for the first month of service and on each successive month the current rates listed above shall apply.

Services under this Agreement shall be billed on the 1st of each calendar month for all workstations and servers the CSS is installed on at the 20th of each prior month. Support hours will be billed on the same invoice for all devices covered under this Agreement. Additional charges not related to this Agreement may be included on your monthly invoice as a single invoice convenience for you.

Auto-Pay Required

Client agrees to provide to VRI a valid credit or bank card to facilitate auto payment of all charges incurred under the Simplified IT contract.

Chargeback and Disputes

If Client initiates a chargeback all client services and licensing will be suspended immediately upon chargeback initiation.

If client desires to restore services Client must pay the amount charged back, plus a $250 chargeback fee, plus 6 months prepayment of services.

In the event of a second chargeback Client licenses and services will be terminated permanently and the balance due plus a $250 chargeback fee will be passed to collections.

Microsoft Office 365 and Cloud Subscriptions

Certain service levels under this Agreement include licensing for Office 365.

For all service levels Microsoft Office 365 and Cloud Subscriptions can be included as an addon to your services at the current rates for Microsoft Office 365 and Cloud Subscriptions. Consult with your sales representative to find out what Microsoft Office 365 and Cloud Subscriptions are available as addons and what pricing is available for these.

Client agrees to the Microsoft Cloud Agreement that is attached to this Agreement by reference and shall apply to all Microsoft Office 365 or Microsoft Cloud Subscription products purchased under this Agreement.

Onsite and Remote Services

Client agrees that any employee or representative of Client can request services under this Agreement. Services performed at a billable rate will be charged to Client’s account and invoiced to Client. Client agrees to pay invoices for hourly services according to their regular payment terms.

WARRANTIES AND DISCLAIMERS

VRI Technology makes and the Client receives no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. In no event shall VRI Technology or any of its Directors, Employees or Other Representatives be liable for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the possibility of such damages.

Client shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the Network is to function.

INDEMNIFICATION

CLIENT hereby agrees to indemnify and defend at its sole expense: VRI Technology, its employees, agents, representatives, directors and shareholders, from and against any and all claims arising out of or based upon CLIENT'S use of all services, software or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent infringement. In addition, CLIENT agrees to pay any judgment and costs associated with such claim.

Termination

Upon termination of this Agreement all hardware and software installed by VRI Technology that was required to provide services are the property of VRI Technology and will be surrendered and returned to VRI Technology.

INDEPENDENT ENGAGEMENT / NON-HIRE

Because employees are one of our most valuable assets, policy and professional ethics require that our employees not seek employment with, or be offered employment by any Client during the course of engagement and for period of one (1) year thereafter. Your acceptance of this Agreement confirms your organizations agreement to adhere to this professional standard of conduct.

Client acknowledges that VRI Technology is involved in a highly strategic and competitive business. Client further acknowledges that Client would gain substantial benefit and that VRI Technology would be deprived of such benefit, if Client were to directly hire any personnel employed by VRI Technology. Except as otherwise provided by law, Client shall not, without the prior written consent of VRI Technology, solicit the employment of VRI Technology personnel during the term of this Agreement and for a period of one (1) year following expiration of this Agreement.

Client agrees that VRI Technology damages resulting from breach by Client of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event Client violates this provision, Client shall immediately pay VRI Technology an amount equal to 75% of employee’s total annual compensation, as liquidated damages and VRI Technology shall have the option to terminate this Agreement without further notice or liability to Client. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs VRI Technology would incur to identify, recruit, hire and train suitable replacements for such personnel.

CONFIDENTIALITY

This Confidentiality, Privacy and Compliance portion of this Agreement is in addition to other terms and conditions set forth in any and all contracts currently existing or hereafter created between Client and VRI Technology. This agreement shall under no circumstances be deemed to alter any such contract except as specifically provided below.

VRI Technology acknowledges that in the course of providing services to said Client, VRI Technology may learn from Client certain non-public personal and otherwise confidential information relating to said Client, including its customers, consumers or employees. VRI Technology shall regard any and all information it receives which in any way relates or pertains to said Client, including its customers, consumers or employees as confidential.

VRI Technology shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve Client or as expressly and specifically permitted in writing by said Client or as required by applicable law.

Client acknowledges that it also has responsibility to keep records and information of its business, customers, consumers, and employees, confidential.

Client also acknowledges that all information and services, consulting techniques, proposals, and documents disclosed by VRI Technology or which comes to its attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary to VRI Technology.

This provision shall survive termination of this Agreement and any other agreements between Client & VRI Technology.

INSURANCE COVERAGE

VRI Technology shall maintain at its sole expense general liability insurance and workers compensation insurance at levels deemed appropriate by VRI Technology.

GENERAL PROVISIONS

Sole Agreement: This Agreement constitutes the entire and only understanding and agreement between the parties hereto with respect to the subject matter hereof and, except as expressly set forth herein, maybe amended from time to time by VRI Technology.
Severability: If a court of competent jurisdiction determines that any terms or provision of this Agreement is invalid or unenforceable; such determination shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement, which shall continue to be given full force and effect.
Captions: The captions of the paragraphs of this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any of the provisions hereof.
Binding Effect: This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.
Waiver: Any failure of either party to comply with any obligation, covenant, agreement, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other parties. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions shall not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.
Governing Law: Not withstanding the place where this Agreement may be executed by any party, this Agreement, the rights and obligations of the parties, and any claims and disputes relating hereto shall be subject to and governed by the laws of the State of Idaho as applied to agreements among Idaho residents to be entered into and performed entirely within the State of Idaho, and such laws shall govern all aspects of this Agreement. The parties agree to submit to the personal jurisdiction and venue of the state and federal courts in the State of Idaho, in the Judicial Circuit where VRI Technology has its principal office, for resolution of all disputes and causes of action arising out of this Agreement, and the parties hereby waive all questions of personal jurisdiction and venue of such courts, including, without limitation, the claim or defense therein that such courts constitute an inconvenient forum.
Assignment: This Agreement and the rights and duties hereunder shall not be assignable by either party hereto except upon written consent of the other.
Force Majeure: VRI Technology shall not be liable for any problems due to external causes beyond its control including, but not limited to, terrorist acts, natural catastrophe, fire, flood, or other act of God, and/or power failure, virus propagation, improper shut down of the Network and related Network Systems/Services.
Attorneys' Fees. In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover all expenses, including reasonable attorneys' fees.

Microsoft Cloud Agreemnt

Simplified IT Agreement

Auto-Pay Agreement