MHC Information Services, LLC

Last Updated: July 3, 2026
Effective Date: July 3, 2026
Version: 2.0

Acceptance of Terms
License Grant and Restrictions
Services Description
Electronic Communications Consent
Service Levels and Availability
Modifications to the Service
Payment Terms
Client Responsibilities and Acceptable Use
No Warranties
Limitation of Liability
Indemnification
Force Majeure
Intellectual Property
Confidentiality
Third-Party Services and Links
Notices
Termination
Export Controls and Sanctions Compliance
Governing Law and Venue
Dispute Resolution
Changes to Terms
Miscellaneous
Contact Us

1. Acceptance of Terms

Agreement to Terms

Welcome to MHC Information Services, LLC ("MHCIS," "we," "us," or "our"). By accessing or using our website located at www.mhcis.com (the "Site") or engaging our security and software engineering services (collectively, the "Services"), you agree to be bound by these Terms of Service (the "Terms").

If you do not agree to these Terms, you may not access or use our Site or Services.

Binding Agreement

These Terms constitute a legally binding agreement between you (the "User," "Client," "you," or "your") and MHCIS. By using the Site or Services, you represent and warrant that:

You are at least 18 years of age.
You have the legal capacity to enter into binding contracts.
If representing an organization, you have the authority to bind that organization to these Terms.

Additional Agreements

These Terms apply to the Site and to general use of our Services. Specific service engagements may be governed by additional agreements, including:

Statements of Work (SOWs)
Master Services Agreements (MSAs)
Data Processing Addenda (DPAs)
Business Associate Agreements (BAAs) for engagements that involve protected health information (PHI)
Non-Disclosure Agreements (NDAs)
Service-specific contracts

In the event of a conflict between these Terms and a separate written agreement, the separate written agreement shall control with respect to the specific Services covered by that agreement. Our collection and use of personal information is described in our Privacy Policy, and our processing of personal data on behalf of clients is described in our Data Processing Addendum (DPA).

2. License Grant and Restrictions

2.1 License Grant

Subject to your compliance with these Terms, MHCIS grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to:

Access and use the Site for lawful purposes.
View and download informational content from the Site for your personal or internal business use.
Submit inquiries and communicate with us regarding our Services.

This license does not include:

Any right to modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any content, software, products, or services obtained from the Site.
Any resale or commercial use of the Site or Services.
Any use of data mining, robots, or similar data gathering or extraction methods.

2.2 Prohibited Uses

You agree not to:

Technical Restrictions

Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of any software or technology underlying the Site or Services.
Use any automated system, including but not limited to "robots," "spiders," "scrapers," or "offline readers," to access the Site without our prior written consent.
Attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to the Site through hacking, password mining, or any other means.
Probe, scan, or test the vulnerability of the Site or any network connected to the Site, or breach security or authentication measures.

Content and Usage Restrictions

Copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content from the Site for commercial purposes without our express written consent.
Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices from the Site or any content.
Use the Site or Services to transmit any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
Create derivative works based on the Site or Services.

Misuse and Interference

Interfere with or disrupt the Site, Services, servers, or networks connected to the Site.
Violate any applicable local, state, national, or international law or regulation.
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site.

Unauthorized Security Testing

Conduct security testing, penetration testing, vulnerability scanning, or security assessments without prior written authorization.
Attempt to access areas of the Site or systems not intended for public access.
Use the Site or Services to benchmark against competing services or products.

Note: If you believe you have identified a security vulnerability affecting our Site, please contact us at contact@mhcis.com. We review good-faith reports and aim to acknowledge them within two (2) business days. This is a target, not a contractual guarantee, and we do not operate a paid bug-bounty program.

2.3 User Content License

If you submit, post, or transmit any content, feedback, suggestions, ideas, or other materials to us through the Site or Services ("User Content"), you grant MHCIS a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sublicensable license to:

Use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute such User Content.
Incorporate such User Content into other works in any form, media, or technology now known or later developed.

This license is solely for the purpose of operating, providing, improving, and promoting our Site and Services. We will not sell or share your personally identifiable information except as described in our Privacy Policy.

2.4 Reservation of Rights

All rights not expressly granted to you in these Terms are reserved by MHCIS and its licensors. The Site, Services, and all related intellectual property rights remain the exclusive property of MHCIS.

3. Services Description

3.1 Overview of Services

MHCIS is a security and software engineering firm serving organizations in regulated and security-sensitive industries, including financial services, insurance, and healthcare. Our work is organized around three pillars. Depending on the engagement, Services may be advisory, implementation, or managed, and include but are not limited to:

Govern (AI Governance and Oversight)

AI governance, oversight, and policy development.
Risk assessment and controls documentation for AI and data systems.

Defend (Security Engineering and Threat Intelligence)

Security assessments, audits, and posture reviews.
Security engineering, system hardening, and configuration of security controls.
Threat intelligence, incident response planning, and active incident response.
Data-protection strategies and framework alignment.

Build (Custom Software, Modernization, and Resilient Infrastructure)

Custom software development and system integrations, engineered in-house.
Legacy-system migration, end-of-life software replacement, and application modernization.
Cloud, on-premise, and hybrid architecture, design, and resilient infrastructure.
Process automation and ongoing maintenance and support.

We also assist clients with regulatory framework alignment, including support for HIPAA Security Rule alignment, PCI-DSS, and applicable state and sector regulations. We provide alignment, controls implementation, documentation, and audit-preparation support. We do not issue certifications, and engaging us does not by itself make your organization compliant with, or certified under, any standard or regulation.

The specific scope, deliverables, service levels, and fees for any engagement are defined in a separate written agreement (such as a Master Services Agreement, Statement of Work, or order form) between you and MHCIS. If such an agreement conflicts with these Terms, that agreement governs the Services it covers.

3.2 Nature of Services and Disclaimers

No security or software engineering service can guarantee absolute security or uninterrupted operation. IMPORTANT: the Services do not constitute:

A warranty or guarantee that your systems are or will remain secure, error-free, or free from vulnerabilities, intrusion, or data loss.
A guarantee of compliance with, or certification under, any specific standard, regulation, or framework, except as expressly stated in a separate written agreement.
Insurance or indemnification against security incidents, breaches, or losses.

The effectiveness of the Services depends on factors including:

Your specific environment, configuration, and circumstances.
Changes to your systems, networks, or applications after our work.
Your adherence to our recommendations and to the terms of any applicable service agreement.
The evolving threat landscape and emergence of new vulnerabilities.
Your organization's resources, priorities, and constraints.

Where an engagement involves PHI, we will enter into a Business Associate Agreement. You remain responsible for your own risk analysis and for your organization's overall compliance obligations.

3.3 Website Access

Access to the public portions of our Site is provided free of charge for informational purposes. No payment is required to:

Browse the Site and access publicly available content.
Submit inquiries through our contact form.
Download whitepapers or other freely available resources.

Professional services engagements are subject to separate agreements and fee arrangements.

4.1 Consent to Electronic Delivery

By using the Site or Services, you consent to receive communications from us electronically. We may communicate with you by:

Email to the address you provided.
Posting notices on the Site.
In-app notifications or messages (if applicable).
Text message or SMS (if you have opted in).

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

4.2 Electronic Records and Signatures

You acknowledge and agree that:

Electronic records of these Terms and any agreements between us have the same legal effect as paper documents.
Your electronic acceptance (for example, clicking "I Agree," submitting a form, or using the Services) constitutes a legally binding signature.
You may request a paper copy of any electronic communication by contacting us.

4.3 System Requirements

To access and retain electronic communications, you must:

Have a device with internet access.
Have a current web browser that supports HTML and JavaScript.
Have a valid email address.
Have sufficient storage space to save communications or a printer to print them.

4.4 Withdrawal of Consent

You may withdraw your consent to receive electronic communications by:

Ceasing to use the Site and Services.
Contacting us at contact@mhcis.com to request paper communications.

Please note that withdrawal of consent may result in our inability to provide certain Services to you.

4.5 Updating Contact Information

You are responsible for providing us with a current email address and promptly updating us if your contact information changes. We are not responsible for failed delivery of communications due to outdated or incorrect contact information.

5. Service Levels and Availability

5.1 Informational Site Availability

We use commercially reasonable efforts to keep the publicly accessible portions of our Site available. However:

Scheduled Maintenance: May occur with or without advance notice, typically during off-peak hours (evenings and weekends U.S. Eastern Time).
Unplanned Outages: May result from hosting provider issues, network failures, denial-of-service attacks, force majeure events, or necessary emergency maintenance.

No Service Level Agreement (SLA) or Uptime Guarantee: We do not provide a formal SLA, uptime percentage, or availability guarantee for the informational portions of the Site.

5.2 Professional Services Availability

For contracted professional services engagements:

Service level commitments, if any, will be specified in the applicable Statement of Work (SOW) or Master Services Agreement (MSA).
Response times for incident response services will be defined in separate incident response retainer agreements, if any.
Business hours for support are generally Monday through Friday, 9:00 AM to 5:00 PM U.S. Eastern Time, excluding federal holidays.

5.3 No Warranty of Uninterrupted Access

We do not warrant that:

The Site or Services will be available at all times or without interruption.
The Site or Services will be error-free or free from viruses or other harmful components.
Defects will be corrected promptly or at all.
The results obtained from using the Site or Services will be accurate or reliable.

5.4 Third-Party Dependencies

The Site and Services rely on third-party infrastructure and services, including:

Web hosting providers and content delivery networks (CDNs).
Domain name system (DNS) providers.
Cloud service providers.
Internet service providers (ISPs).

Outages or degraded performance of third-party services may affect availability of our Site and Services. We are not liable for third-party service failures.

6. Modifications to the Service

6.1 Right to Modify

We reserve the right, at our sole discretion, to:

Add, change, suspend, or discontinue any features, content, or functionality of the Site or Services.
Modify the scope, nature, or availability of any Services.
Update or replace content, documentation, or other materials.
Implement new technologies or security measures.

Such modifications may be made:

With or without prior notice.
At any time and for any reason.
To comply with legal, regulatory, or security requirements.
To improve performance, usability, or security.
In response to changes in our business operations or priorities.

6.2 No Liability for Modifications

We are not liable to you or any third party for:

Any modification, suspension, or discontinuation of the Site or Services.
Loss of data, content, or functionality resulting from such modifications.
Any impact on your business operations or reliance on the Site or Services.

6.3 Notification of Material Changes

For material changes that significantly affect paid Services under an active contract, core functionality critical to your use case, or security or privacy practices, we will make reasonable efforts to provide advance notice through:

Email notification to the address on file.
Prominent notice on the Site.
Communication through your designated point of contact.

However, we may implement changes immediately without notice in cases of:

Emergency security patches or fixes.
Legal or regulatory compliance requirements.
Protection against active threats or vulnerabilities.

6.4 Continued Use Constitutes Acceptance

Your continued use of the Site or Services after any modification constitutes acceptance of the modified Site or Services. If you do not agree with a modification, you should discontinue use.

7. Payment Terms

7.1 Applicability

The public informational portions of the Site are provided free of charge. No fees are required to browse the Site, submit inquiries, or access publicly available content.

These payment terms apply only if you engage MHCIS for professional services under a separate agreement that includes fee provisions.

7.2 Fees and Pricing

For contracted services:

Pricing: As specified in the applicable Quote, Statement of Work (SOW), or Master Services Agreement (MSA).
Fee Structure: May be fixed-fee, time and materials, retainer-based, or other arrangements as agreed in writing.
Rates: Professional service rates are subject to change with notice for future engagements; rates for active engagements are as specified in the applicable agreement.

7.3 Invoicing and Payment

Invoicing Frequency: As specified in the agreement.
Payment Terms: As specified in the agreement or invoice.
Payment Methods: Accepted payment methods will be specified in the invoice or agreement.
Currency: Unless otherwise agreed, fees are stated and payable in U.S. Dollars (USD).

7.4 Late Payment

Late Fees: Overdue invoices may be subject to a late fee as specified in the applicable agreement or the maximum permitted by law, whichever is lower, on the unpaid balance.
Suspension: We reserve the right to suspend Services for non-payment as specified in the applicable agreement.
Collection Costs: You are responsible for reasonable costs incurred by MHCIS in collecting undisputed overdue amounts, including reasonable attorneys' fees.

7.5 Taxes

Tax Responsibility: You are responsible for all sales, use, excise, value-added (VAT), goods and services tax (GST), and other taxes or duties imposed by any governmental authority, excluding taxes on our net income.
Tax Exemption: If you claim tax-exempt status, you must provide a valid tax exemption certificate.
Withholding: If you are required to withhold taxes on payments to MHCIS, you will increase the payment amount so that we receive the full invoiced amount net of withholding, unless otherwise agreed in writing.

7.6 Expenses

Unless otherwise specified in the agreement, pre-approved out-of-pocket expenses (such as travel and lodging) may be billed separately, subject to the approval and documentation requirements set out in the applicable agreement.

7.7 Refund Policy

General Rule: Fees paid for services rendered are non-refundable, except as expressly provided in the applicable agreement.
Unused Retainer Balances: For retainer-based agreements, unused retainer balances may be refundable as specified in the retainer agreement.
Disputed Charges: If you dispute a charge, you must notify us in writing within the period specified in the applicable agreement, or if none is specified, within thirty (30) days of the invoice date.

7.8 Non-Payment

Consequences of non-payment, including suspension, termination for cause, acceleration of unpaid balances, and referral to collections, are as specified in the applicable agreement. You remain liable for all undisputed amounts due plus reasonable collection costs.

8. Client Responsibilities and Acceptable Use

8.1 Your Responsibilities

When using our Site or Services, you agree to:

Lawful Use

Use the Site and Services only for lawful purposes.
Comply with all applicable federal, state, and local laws and regulations.
Not use the Services in any manner that could violate the rights of others.

Accurate Information

Provide accurate, current, and complete information when submitting inquiries, registering accounts, or entering into agreements.
Promptly update information if it changes.
Not impersonate others or provide false information.

Cooperation and Access

Provide timely access to relevant systems, documentation, and personnel necessary for MHCIS to perform Services.
Respond to requests for information, clarification, or approvals in a timely manner.
Designate appropriate points of contact with authority to make decisions.

No Abuse

Not attempt to interfere with, disrupt, or compromise the security or integrity of the Site or Services.
Not overload or attempt to overload our systems through excessive requests.
Not attempt to circumvent any security measures, access controls, or rate limiting.

No Unauthorized Access

Not attempt to gain unauthorized access to any systems, data, or accounts that do not belong to you.
Not share credentials or allow unauthorized individuals to access Services provided to you.
Not use Services to gain unauthorized access to third-party systems, unless explicitly authorized in a written engagement (such as an authorized penetration test).

8.2 Unacceptable Use

The following uses are strictly prohibited:

Using Services to plan, support, or execute illegal activities.
Using Services in a manner that infringes the intellectual property rights of others.
Transmitting or facilitating transmission of unsolicited marketing, spam, or chain letters.
Harassing, threatening, or abusing MHCIS personnel or other users.
Distributing malware, viruses, or other harmful code through or via the Services.

8.3 Enforcement

If we determine, in our reasonable discretion, that you have violated these acceptable use provisions:

We may suspend or terminate your access to the Site or Services.
We may report violations to law enforcement authorities.
You remain liable for any damages caused by your violations.
We reserve all rights and remedies available at law or in equity.

9. No Warranties

9.1 "As Is" and "As Available" Basis

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by law, MHCIS disclaims all warranties, express or implied, including but not limited to those described below.

9.2 Specific Disclaimers

Warranties of Merchantability and Fitness

No warranty that the Site or Services are merchantable.
No warranty of fitness for a particular purpose.
No warranty that the Services will meet your specific requirements or expectations.

Availability and Error-Free Operation

No warranty that the Site or Services will be uninterrupted, timely, secure, or error-free.
No warranty that defects will be corrected.
No warranty regarding the reliability of information obtained through the Services.

Security and Compliance Outcomes

No warranty that our recommendations will prevent all security incidents, breaches, or vulnerabilities.
No warranty that implementation of our recommendations will achieve compliance with, or certification under, any specific standard or regulation.
No warranty regarding the effectiveness of security measures in your specific environment.

Accuracy and Completeness

No warranty regarding the accuracy, completeness, or reliability of any information, content, or materials provided.
No warranty that information is current or up to date.
No warranty regarding third-party content or links.

9.3 Third-Party Services

We disclaim all warranties regarding:

Third-party websites, services, or content linked from or referenced on our Site.
Third-party tools, software, or technologies recommended by MHCIS.
Actions or omissions of third-party vendors or service providers.

9.4 No Creation of Implied Warranties

No advice, information, or statement (whether oral or written) obtained from MHCIS or through the Site or Services shall create any warranty not expressly stated in these Terms.

9.5 Scope of Engagement

Unless you have engaged MHCIS for implementation or managed services under a separate written agreement, the Services consist of advice, recommendations, and guidance, and in that case we do not:

Implement security controls on your behalf.
Monitor your systems on an ongoing basis.
Assume responsibility for your organization's security posture.

Where a separate agreement covers implementation or managed services, the scope, responsibilities, and service levels for those Services are governed by that agreement. In all cases, we do not guarantee any particular outcome or result from our Services or recommendations.

9.6 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, the above exclusions may not apply to you, and warranties may be limited to the extent permitted by applicable law.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MHCIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

This includes, but is not limited to, damages for:

Loss of profits, revenue, or business opportunities.
Loss of data or information.
Loss of use of the Site, Services, or any related systems.
Loss of goodwill or reputation.
Business interruption or downtime.
Cost of procurement of substitute goods or services.
Security breaches, data breaches, or unauthorized access occurring in your systems.
Failure to implement our recommendations or improper implementation.

10.2 Basis of Liability

The limitation in Section 10.1 applies regardless of:

The legal theory on which the claim is based (contract, tort including negligence, strict liability, warranty, or otherwise).
Whether MHCIS has been advised of the possibility of such damages.
Whether any remedy fails of its essential purpose.

10.3 Cap on Direct Damages

TOTAL LIABILITY CAP: To the extent permitted by law, MHCIS's total aggregate liability to you for all claims arising out of or related to these Terms, the Site, or the Services shall not exceed:

For Free Services: One hundred U.S. Dollars ($100 USD).
For Paid Services: The total fees paid by you to MHCIS in the twelve (12) months immediately preceding the event giving rise to liability.

10.4 Essential Terms

You acknowledge and agree that:

The limitations and exclusions in this Section 10 are fundamental elements of the agreement between you and MHCIS.
The Site and Services would not be provided without these limitations.
The fees charged (if any) reflect the allocation of risk set forth in these Terms.

10.5 Jurisdictional Variations

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or limitations on certain types of damages. In such jurisdictions:

The above limitations may not apply to you.
Our liability shall be limited to the greatest extent permitted by applicable law.

10.6 Exceptions

The limitations in this Section 10 do not apply to:

Liability for death or personal injury caused by MHCIS's gross negligence or willful misconduct.
Liability that cannot be excluded or limited under applicable law.
Breaches of confidentiality obligations under Section 14.
Indemnification obligations under Section 11.

11. Indemnification

11.1 Your Indemnification Obligations

You agree to indemnify, defend (at MHCIS's option), and hold harmless MHCIS, its officers, directors, employees, agents, affiliates, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

Violations of Terms

Your violation of any provision of these Terms.
Your violation of any applicable law, regulation, or third-party right.
Your breach of any representation or warranty made in these Terms.

Misuse of Services

Your use or misuse of the Site or Services.
Your violation of the acceptable use provisions in Section 8.
Unauthorized access or use of the Services by anyone using your credentials.

Your Content and Systems

Any User Content you submit, post, or transmit.
Claims that your User Content infringes or violates any third-party intellectual property rights.
Security incidents or data breaches occurring in your systems, except to the extent caused by MHCIS's gross negligence or willful misconduct.
Your failure to implement, or improper implementation of, our recommendations.

Third-Party Claims

Claims by your employees, contractors, customers, or other third parties arising from your use of the Services.
Claims related to your business operations or relationships with third parties.

11.2 Indemnification Process

If a claim subject to indemnification arises:

Notice

MHCIS will provide you with prompt written notice of the claim.
Failure to provide prompt notice will not relieve your indemnification obligations except to the extent you are materially prejudiced.

Defense

You will assume control of the defense and settlement of the claim.
MHCIS may participate in the defense with counsel of its choice at its own expense.
You will not settle any claim that imposes liability or obligations on MHCIS without our prior written consent.

Cooperation

MHCIS will reasonably cooperate with you in the defense at your expense.
You will keep MHCIS informed of the status and any proposed settlements.

11.3 Limitations

Your indemnification obligations do not apply to claims arising solely from:

MHCIS's gross negligence or willful misconduct.
MHCIS's material breach of these Terms.
Defects in Services or deliverables caused solely by MHCIS.

12. Force Majeure

12.1 Excuse of Performance

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by events beyond that party's reasonable control, including but not limited to:

Natural Events

Acts of God, earthquakes, floods, hurricanes, or tornadoes.
Fires, explosions, or other natural disasters.
Severe weather conditions.

Human and Political Events

War, terrorism, civil unrest, riots, or insurrection.
Government actions, laws, regulations, or orders.
Embargoes, sanctions, or trade restrictions.
Strikes, lockouts, or labor disputes beyond the affected party's control.

Technical and Infrastructure Events

Internet backbone failures or ISP outages.
Denial-of-service attacks, cyberattacks, or other malicious acts.
Failures of hosting providers, cloud services, or data centers.
Power outages or telecommunications failures.
Epidemics, pandemics, or quarantine restrictions.

12.2 Notification and Mitigation

The party affected by a force majeure event must:

Promptly Notify: Provide prompt written notice to the other party of the nature and expected duration of the event.
Mitigate Impact: Use reasonable efforts to mitigate the impact and resume performance as soon as practicable.
Provide Updates: Provide periodic updates on the status and expected resolution.

12.3 Resumption of Performance

Once the force majeure event ceases:

The affected party will promptly resume performance of its obligations.
Deadlines and schedules will be extended by a period equal to the duration of the delay.
Neither party will be penalized for delays caused by force majeure.

12.4 Termination Rights

If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Services or agreement upon written notice without liability, except for payment obligations for services rendered prior to termination.

13. Intellectual Property

13.1 Ownership of Site and Services

The Site and Services, including all content, features, functionality, software, text, graphics, logos, icons, images, audio clips, video clips, data compilations, trademarks, service marks, and other materials, are owned by MHCIS or its licensors and are protected by:

United States and international copyright laws.
United States and international trademark laws.
United States and international patent laws, where applicable.
Trade secret laws and other intellectual property laws.

13.2 Trademarks

"MHC Information Services," "MHCIS," and related logos are trademarks or service marks of MHC Information Services, LLC. You may not use these marks without our prior written consent.

Third-party trademarks, service marks, and logos mentioned or displayed on the Site are the property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, or logo.

13.3 Restrictions on Use

You may not:

Copy, modify, distribute, sell, lease, sublicense, or transfer any portion of the Site or Services.
Reverse engineer, decompile, disassemble, or derive the source code of any software or technology underlying the Site or Services.
Create derivative works based on the Site or Services.
Remove, alter, or obscure any proprietary notices (copyright, trademark, patent, and the like) from the Site or Services.

13.4 Deliverables and Work Product

For professional services engagements:

Pre-Existing Materials

MHCIS Materials: Methodologies, templates, tools, frameworks, and other pre-existing intellectual property owned by MHCIS remain our exclusive property.
License to Client: You receive a non-exclusive, non-transferable license to use MHCIS materials solely for your internal business purposes as contemplated by the agreement.

Custom Work Product

Reports and Deliverables: Reports, assessments, software, and other deliverables created specifically for you under a services agreement.
Ownership: As specified in the applicable Statement of Work (SOW) or Master Services Agreement (MSA).
Typical License: Unless otherwise agreed in writing, you receive a perpetual, non-exclusive license to use deliverables for your internal purposes, and MHCIS retains rights to its methodologies and know-how.

Client Materials

Your IP: You retain ownership of your systems, data, configurations, and other materials provided to MHCIS.
License to MHCIS: You grant MHCIS a limited license to access and use your materials solely for the purpose of performing Services.

13.5 Feedback and Suggestions

If you provide MHCIS with any feedback, suggestions, ideas, or recommendations ("Feedback"):

You grant MHCIS an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, modify, and commercialize such Feedback.
MHCIS has no obligation to implement or use any Feedback.
You waive any claims to compensation for Feedback.

14. Confidentiality

14.1 Definition of Confidential Information

"Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether before or after the effective date of these Terms, that:

Is marked or identified as "Confidential," "Proprietary," or with a similar designation.
Would reasonably be considered confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, but is not limited to:

Business plans, strategies, and financial information.
Technical data, designs, specifications, and software.
Customer lists, prospect lists, and business relationships.
Security assessments, vulnerability reports, and remediation plans.
Proprietary methodologies, tools, and frameworks.
Pricing information and contract terms.

14.2 Exclusions from Confidential Information

Confidential Information does not include information that:

Was publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party.
Was rightfully known to the Receiving Party prior to disclosure without obligation of confidentiality.
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
Is rightfully received by the Receiving Party from a third party without obligation of confidentiality.
Is approved for release by written authorization from the Disclosing Party.

14.3 Obligations of Receiving Party

The Receiving Party agrees to:

Protection

Treat Confidential Information with the same degree of care used to protect its own confidential information of a similar nature, and in no event less than reasonable care.
Take reasonable precautions to prevent unauthorized disclosure or use.

Use Restriction

Use Confidential Information solely for the purpose of performing or receiving Services under these Terms.
Not use Confidential Information for any other purpose without prior written consent.

Disclosure Restriction

Not disclose Confidential Information to third parties except:
- To employees, contractors, or agents who have a legitimate need to know and are bound by confidentiality obligations at least as protective as these Terms.
- With the prior written consent of the Disclosing Party.
- As required by law or court order, with notice to the Disclosing Party if permitted.

Return or Destruction

Upon termination of these Terms or upon request, promptly return or destroy (at the Disclosing Party's election) all Confidential Information and certify such destruction in writing.

14.4 Required Disclosures

If the Receiving Party is required by law, regulation, court order, or government authority to disclose Confidential Information:

The Receiving Party will provide prompt notice to the Disclosing Party, if legally permitted, to allow the Disclosing Party to seek a protective order.
The Receiving Party will disclose only the minimum Confidential Information required.
The Receiving Party will use reasonable efforts to obtain confidential treatment of disclosed information.

14.5 Remedies

The parties acknowledge that:

Breach of confidentiality obligations may cause irreparable harm for which monetary damages are insufficient.
The Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without posting a bond.
Such equitable relief is in addition to any other remedies available at law or in equity.

14.6 Term of Confidentiality

Confidentiality obligations shall:

Begin upon disclosure of Confidential Information.
Survive termination of these Terms for a period of five (5) years from the date of disclosure.
Survive indefinitely for information that constitutes a trade secret under applicable law.

15. Third-Party Services and Links

15.1 Third-Party Links and Content

Our Site may contain links to third-party websites, services, resources, or content that are not owned or controlled by MHCIS. These links are provided for your convenience and information only.

15.2 No Endorsement

We do not:

Endorse or assume responsibility for any third-party sites, services, or content.
Make any representations or warranties regarding third-party offerings.
Monitor or review third-party sites or services for accuracy, completeness, or appropriateness.

15.3 Third-Party Terms

Third-party sites and services:

Have their own terms of service, privacy policies, and practices.
May collect information about you or set cookies according to their own policies.
Are governed by their own agreements, which you should review.

15.4 No Liability

MHCIS shall not be responsible or liable, directly or indirectly, for:

Any damage, loss, or harm caused or alleged to be caused by or in connection with use of or reliance on any third-party content, goods, or services.
The availability, accuracy, or quality of third-party offerings.
Any transactions or interactions you have with third parties.

15.5 Linking Leaves Our Site

When you click a link to a third-party site:

You leave our Site and are subject to the third party's terms and policies.
We have no control over and are not responsible for the third party's practices.
We recommend reviewing the third party's privacy policy and terms before providing any information.

15.6 Third-Party Tools and Recommendations

In the course of providing Services, we may recommend third-party tools, software, or services. Such recommendations:

Are based on our professional judgment and experience.
Do not constitute an endorsement or warranty of the third-party product.
Should be evaluated by you based on your specific needs and circumstances.
May involve relationships in which we receive no compensation, or in which we may receive referral fees, which we will disclose if material.

16. Notices

16.1 Notice to MHCIS

All notices, demands, or other communications to MHCIS under these Terms must be in writing and delivered to:

Legal and Formal Notices:

Email: contact@mhcis.com (effective upon receipt).
Mail: MHC Information Services, LLC, Attn: Legal, 1325 Park Street, Suite 200, Columbia, SC 29201 (effective three (3) business days after mailing via certified mail, return receipt requested).

General Inquiries:

Email: contact@mhcis.com
Phone: +1 (803) 881-3889

16.2 Notice to You

We may provide notices, agreements, disclosures, and other communications to you:

Email: To the email address you provided (effective 24 hours after sending).
Site Posting: By posting on the Site (effective immediately upon posting).
Mail: To the mailing address you provided (effective three (3) business days after mailing via first-class mail).

16.3 Consent to Electronic Notices

You consent to receive notices electronically as described in Section 4 (Electronic Communications Consent). Electronic notices satisfy any legal requirement that communications be in writing.

16.4 Updating Contact Information

You are responsible for:

Providing and maintaining accurate contact information.
Promptly updating us if your contact information changes.
Checking your email and the Site regularly for notices.

We are not responsible for failed delivery due to outdated or incorrect contact information.

17. Termination

17.1 Termination by MHCIS

We reserve the right to suspend or terminate your access to the Site or Services, at our discretion, for any reason permitted by law, including but not limited to:

Violations

Violation of these Terms or any applicable law or regulation.
Breach of any representation, warranty, or covenant.
Fraudulent, abusive, harassing, or illegal activity.

Security and Risk

Activity that poses a security risk to the Site, Services, or other users.
Activity that could harm our reputation or goodwill.
Suspected unauthorized access or misuse.

Business Reasons

Discontinuation of Services or Site features.

Termination of contracted Services under a separate agreement is governed by that agreement.

17.2 Termination by You

You may terminate your use of the Site or Services at any time by:

Ceasing to access or use the Site.
Providing written notice of termination to contact@mhcis.com.

For contracted services under a separate agreement, the termination provisions in that agreement shall govern.

17.3 Effect of Termination

Upon termination:

License Termination

Your license to access and use the Site and Services immediately terminates.
You must immediately cease all use of the Site and Services.
You must delete or destroy any downloaded materials in your possession, subject to any license granted in a separate agreement.

Data Retention

MHCIS may retain your information as permitted by our Privacy Policy, our Data Processing Addendum, and applicable law.
Except as required by an applicable agreement or law, we have no obligation to maintain or provide any data or content after termination.
We may delete your data in accordance with our data retention policies.

Outstanding Obligations

You remain liable for all amounts due for Services rendered prior to termination.
Termination does not relieve you of any obligations that accrued prior to termination.

17.4 Survival of Terms

The following sections survive termination of these Terms:

Section 2.3 (User Content License)
Section 9 (No Warranties)
Section 10 (Limitation of Liability)
Section 11 (Indemnification)
Section 13 (Intellectual Property)
Section 14 (Confidentiality)
Section 17.3 (Effect of Termination)
Section 19 (Governing Law and Venue)
Section 22 (Miscellaneous)

17.5 No Refunds

Fees paid for services rendered are generally non-refundable. See Section 7.7 (Refund Policy) for specific circumstances.

18. Export Controls and Sanctions Compliance

18.1 Export Control Laws

The Services, content, software, and technical data provided by MHCIS may be subject to U.S. export control laws and regulations, including:

Export Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS).
International Traffic in Arms Regulations (ITAR) administered by the Department of State.
Regulations administered by the Office of Foreign Assets Control (OFAC).

18.2 Your Representations

You represent, warrant, and covenant that you:

Eligibility

Are not located in, under the control of, or a national or resident of any U.S.-embargoed or sanctioned country or region.
Are not listed on any U.S. government restricted party list, including the Specially Designated Nationals (SDN) List, Denied Persons List, Entity List, Unverified List, or Military End-User List.

Compliance

Will comply with all applicable U.S. export control laws and regulations.
Will not export, re-export, or transfer Services, content, or technical data to prohibited countries or persons.
Will not use Services for any prohibited end use, including the development of weapons of mass destruction, nuclear proliferation, or missile technology.

18.3 Restrictions on Use

You agree not to:

Use the Services in violation of any U.S. export control laws or sanctions regulations.
Provide access to Services to individuals or entities on restricted party lists.
Transfer or share technical data received from MHCIS without appropriate export authorization.
Use Services to support activities restricted under U.S. law.

18.4 Screening and Due Diligence

MHCIS may:

Screen prospective and existing clients against restricted party lists.
Request documentation regarding your business, ownership, and activities.
Suspend or terminate Services if we determine that export control restrictions apply.

18.5 Indemnification

You agree to indemnify and hold harmless MHCIS from any claims, fines, penalties, or damages arising from your violation of export control laws or sanctions regulations.

19. Governing Law and Venue

19.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, United States, without regard to its conflict of laws principles.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

19.2 Venue and Jurisdiction

You agree that:

Any legal action, suit, or proceeding arising out of or related to these Terms, the Site, or the Services shall be brought exclusively in the state or federal courts located in Columbia, South Carolina.
You submit to the personal jurisdiction of such courts.
You waive any objection to venue in such courts based on inconvenient forum or otherwise.

19.3 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL in any legal action or proceeding arising out of or related to these Terms.

20. Dispute Resolution

20.1 Informal Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the Site, or the Services, the parties agree to first attempt to resolve the dispute through good faith negotiation.

Either party may initiate informal negotiation by providing written notice to the other party describing the dispute and proposed resolution.

20.2 Negotiation Period

The parties shall negotiate in good faith for a period of thirty (30) days from the date of the notice. During this period:

Each party will designate a representative with authority to resolve the dispute.
Representatives will meet, in person or virtually, to attempt resolution.
The parties will keep communications confidential to the extent permitted by law.

20.3 Mediation (Optional)

If the dispute cannot be resolved through informal negotiation within 30 days, the parties may agree to pursue mediation before a mutually agreed mediator.

Mediation costs will be shared equally by the parties.
Either party may terminate mediation at any time.

20.4 Litigation

If the dispute cannot be resolved through negotiation, and mediation if pursued, either party may pursue resolution through litigation in accordance with Section 19 (Governing Law and Venue).

20.5 Exceptions

The informal negotiation requirement does not apply to:

Claims seeking injunctive or equitable relief for breach of confidentiality or intellectual property rights.
Claims for which immediate judicial relief is necessary to prevent irreparable harm.
Collection actions for undisputed amounts owed.

20.6 Continued Performance

Unless otherwise agreed, the parties shall continue to perform their obligations under these Terms during dispute resolution, except for obligations directly in dispute.

21. Changes to Terms

21.1 Right to Modify

We reserve the right to modify or replace these Terms at any time at our discretion. Reasons for modifications may include:

Changes in our services, business operations, or technology.
Legal, regulatory, or compliance requirements.
Industry best practices or evolving standards.
Clarification or correction of terms.

21.2 Notification of Changes

When we make changes to these Terms:

We will update the "Last Updated" date and version number at the top of this page.
Material changes will be communicated via:
- Email notification to the address on file, if we have your email.
- Prominent notice on the Site.
- Other appropriate means based on the nature and impact of the change.

21.3 Review and Acceptance

It is your responsibility to review these Terms periodically.
Your continued use of the Site or Services after the effective date of any changes constitutes your acceptance of the modified Terms.
If you do not agree to the modified Terms, you must discontinue use of the Site and Services.

21.4 Prior Versions

We may retain prior versions of these Terms for our records but are not obligated to provide access to prior versions.

21.5 Separate Agreements

For services governed by separate written agreements (MSAs, SOWs, DPAs, and the like):

Changes to these Terms do not modify or supersede such separate agreements.
Separate agreements remain in full force and effect according to their terms.
In the event of a conflict, the separate written agreement controls.

22. Miscellaneous

22.1 Entire Agreement

These Terms, together with our Privacy Policy, our Data Processing Addendum, and any separate written agreements (MSAs, SOWs, NDAs, BAAs, DPAs), constitute the entire agreement between you and MHCIS regarding the Site and Services and supersede all prior or contemporaneous oral or written understandings, agreements, or representations.

22.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction:

The remaining provisions shall remain in full force and effect.
The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
If such modification is not possible, the provision shall be severed from these Terms.

22.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by MHCIS.

No waiver of any breach of these Terms shall be deemed a waiver of any subsequent breach.

22.4 Assignment

By You

You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this provision is void.

By MHCIS

We may assign, transfer, or delegate these Terms or any rights or obligations hereunder at any time without restriction, including:

To an affiliate or subsidiary.
In connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

22.5 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. No third party has any right to enforce or benefit from any provision of these Terms.

22.6 Relationship of Parties

Nothing in these Terms creates:

A partnership, joint venture, or agency relationship between you and MHCIS.
Authority for either party to bind the other party.
An employment relationship.

Each party is an independent contractor.

22.7 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

22.8 Interpretation

No Strict Construction: These Terms shall not be construed strictly against either party regardless of who drafted them.
Inclusive Language: "Including" and similar terms mean "including but not limited to."
Singular and Plural: References to the singular include the plural and vice versa.
Gender: References to one gender include all genders.

22.9 Language

These Terms are drafted in English. If these Terms are translated into another language, the English version shall prevail in the event of any conflict or inconsistency.

22.10 Force and Effect

These Terms will bind and inure to the benefit of each party's permitted successors and assigns.

23. Contact Us

If you have questions, concerns, or notices regarding these Terms of Service, please contact us.

Mailing Address

MHC Information Services, LLC
Attn: Legal
1325 Park Street, Suite 200
Columbia, SC 29201

Email

Legal, Terms, and Privacy Questions: contact@mhcis.com
Sales Inquiries: sales@mhcis.com
Support: support@mhcis.com

Phone

+1 (803) 881-3889

Business Hours

Monday through Friday, 9:00 AM to 5:00 PM U.S. Eastern Time, excluding federal holidays.

Response Time

We aim to respond to inquiries within three (3) business days. This is a target, not a guarantee, and legal inquiries may require additional time for review by counsel.

MHC Information Services, LLC, a security and software engineering firm.

Last Updated: July 3, 2026 | Version 2.0

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