Terms of Service

DLC TECHNOLOGY SOLUTIONS, INC. TERMS OF SERVICE

These TERMS OF SERVICE (“Terms”) govern the services, including time and materials services, the BASIC SERVICE PLAN (“Basic Plan”), CUSTOM SERVICE PLAN (“Custom Plan”), ADVANCED SERVICE PLAN (“Advanced Plan”), or "vXarch" service package(s), provided by DLC Technology Solutions, Inc. to any active customer (“Customer” or “you”). These terms, together with the signed Scope of Work, Quotation and/or Proposal document(s) (“Quotation”) make up the overall terms of service for the relationship between DLC Technology Solutions, Inc. and you, the Client. Note that any resold service or cloud based services, products or applications are not governed by these terms. Please reference your quotation for applicable terms for those products.)

Acknowledgement
By accessing, ordering, paying any invoice, or using service or Service Plan products or services, you (“You” means the legal entity that you are authorized to represent and on whose behalf the product or services are purchased) and other users of the Services (collectively, “Users”) agree to these Terms. If You do not agree to these Terms, you may not access or use the product or services or permit others to do so on your behalf. You further acknowledge that these terms may be updated from time to time with or without notice. A current copy of the terms is available at http://www.dlctechnology.com/terms-of-service

1. DEFINITIONS
“Active Customer” shall mean a customer that is currently using the services of DLC and owes no past due amounts to DLC.

“Client” or “Customer” refers to the company requesting, utilizing, and/or purchasing the services described herein;

“Quotation” shall mean the written or electronically signed quote, proposal, scope of work or other document that specifically outlines the products and/or services sold to a Customer. The Quotation may specify terms or prices that conflict with these Terms. In that case, the Quotation shall been deemed valid only for the terms in confict. The remainder of the terms specified in the Quotation and the appropriate Terms documents shall remain in force.

“BASIC Plan” shall mean a set of services provided by DLC which typically include one or more of the following:

[Formerly called Solterus Foundation Plan]
– Basic Remote Monitoring of systems
– Anti-Virus solution
– Online customer portal access
– Discounted hourly service rates for normal and after-hours services

“CUSTOM Plan” shall mean a set of services provided by DLC which typically include one or more of the following:

[Formerly called the Proactive Plan, or Solterus Custom Plan]
– Advanced Remote Monitoring of systems
– Anti-Virus solution
– Online customer portal access
– Discounted hourly service rates for normal and after-hours services
– Virtual CIO services
– Backup and Disaster Recovery products
– Other bundled services and solutions (which may have their own specific terms of service. If so, they will be specified on the Quotation)

“ADVANCED Plan” shall mean a set of services provided by DLC which typically include one or more of the following:

[Formerly called Solterus Advanced Plan, or Managed Plan]
– Advanced Remote Monitoring of systems
– Anti-Virus solution
– Online customer portal access
– Discounted hourly service rates for projects and after-hours work
– Virtual CIO services
– Backup and Disaster Recovery products
– Cloud Files solution
– Email Protection solution (anti-spam and email encryption solution)
– Unlimited offsite (remote) support
– Other bundled services and solutions (which may have their own specific terms of service. If so, they will be specified on the Quotation)

“DLC” refers to DLC Technology Solutions, Inc., the provider of the services discussed herein;

“Server”, “Workstation”, or “Computer Device” shall mean a computing device so described that is running a Microsoft Windows or Mac OSX operating system that is within two major release levels of the currently shipping operating system of that type that is connected to the Client’s network and is owned by the Client.

“Holidays” refers to one or more of the following: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving, and Christmas Day.  

"Holiday" [For purposes of establishing hourly service rates] is defined as 5:00pm prior to the Holiday through 8:30am the day following the Holiday.

“Working Hours” are defined as: Monday through Friday, 8:30am through 5:00pm excluding holidays.

“Off-hours” and “After-hours” are defined as any time outside of the defined working hours.

RATES

Standard service rates are posted on our website at : https://dlctechnology.com/vxa-billing-rates/

Each of the rate types below shall be displayed at that website location:

“DLC’s Standard Service Rate” 

“DLC’s After-Hours Service Rate” 

“DLC’s Holiday Service Rate” 

"Cybersecurity Event Response or Assistance Rate" 

"Training Rate" 

"Travel Rate"

2. DESCRIPTION OF SERVICES

DLC shall provide one or more of the following component services as part of the service offering or plan. The specific plan selected (if any) and any components included shall be specified on the Quotation. Services listed in this section may only apply if that service is detailed on the Quotation.

2a. General Services Terms
DLC shall furnish General IT Support and Management for Client in strict accordance and in full compliance with the terms and conditions hereof, and shall make available said and related services to the Client at the hourly service rates described herein (or on the Quotation), billed in 15 minute (quarter-hour) increments.
All work will be provided on an as-needed basis based on requests made directly by the Client. Support may be provided onsite or offsite via remote connectivity methods. Proper incident submission includes completing of a support request form on the dlchelp.com website, sending an email to support@dlctechnology.com or calling the support hotline at 856-872-2155. Support incident submission methods may be modified at any time by DLC.
Response time shall be best effort, but typically no longer than next business day. Should onsite assistance be needed, travel expenses and travel time shall be chargeable at the travel rate listed above between Client and DLC’s office location (both travel directions). Onsite work is subject to a two hour minimum charge. Offsite or Remote work is subject to a one-half hour minimum charge. Any work occurring on behalf of the Client outside of Working Hours is billable at the “after-hours” rate of one and a half times the discounted rate per hour. The client’s request for support (or in the case of Proactive or Managed Plan, any automated alert) will be considered approval to perform services.

Client acknowledges that diligent efforts will be made to provide Client with a reasonable and accurate estimate of the costs for aforementioned support incidents. Client understands that due to unknown factors and changing circumstances, the actual total costs of the support incident may exceed any amount quoted in the estimate. Client further agrees to reimburse DLC for all travel expense related to DLC carrying out its duties as indicated above, and understands that any estimate does not include any costs for travel expenses or any applicable sales taxes.

• DLC will determine if onsite support is required to best support the Client, and may initiate the same without notice to the Client.
• Service on out of warranty equipment, unsupported Operating Systems or Applications, and/or any product or item that is deemed “end of life” will be supported at best-effort, may incur hourly support charges, and may not be supportable at all. In this case, DLC will advise replacement or other repair to bring the system up to DLC and industry standards.
• Hardware and related hardware repair labor is not included. However if under warranty, coordination with the manufacturer to obtain warranty replacement of defective hardware is included.

2b. Remote Monitoring of systems (included in Basic, Custom and Advanced Plans only). This includes the installation of special software on Client’s workstations, servers and/or computer devices which monitors critical system metrics, and reports back to a centralized control center at DLC’s offices. The list of items monitored can change at any time. A current list of monitored metrics under the various plans can be requested at any time from the DLC Support desk at support@dlctechnology.com.
For the Basic Plans, the centralized control center alerts the Client when anomalies are detected. The Client must individually request DLC’s assistance on remediating any anomalous conditions that are detected by the system. (There is no automatic repair of any detected anomaly by the system or by DLC staff without the Client’s approval.)
For the Custom Plan and Advanced Plan, the centralized control center alerts DLC Staff when anomalies are detected. DLC Staff will immediately begin work to remedy the issue, and such response will be chargeable to the customer as per the terms of their Custom or Advanced Plan.

Backup monitoring is not included as part of the remote monitoring service.  It is the customer’s responsibility to monitor their own backup solution and either make repairs on their own, or alert DLC to a backup issue and request DLC to repair any such issue.  DLC does not monitor any backups whatsoever, with the exception of backups of server OS based devices using the Datto backup and disaster recovery appliance and associated service.  In the case of a Datto backup of a server class machine only, DLC will monitor backups for health and take automatic action to either resolve the issue or alert the customer to do the same, depending on the service contract type in force at the time between the customer and DLC.

2c. Anti-Virus solution (included in Basic, Custom and Advanced Plans).  This includes the provision of one license of Anti-Virus software for each server, workstation and/or computer device that is covered by this Support Package. Existing Anti-Virus licenses and software (if any) owned by the Client are unsupportable and will be replaced with Provider’s solution. Installation of Antivirus software and/or licenses and Remote Monitoring system agent software will be performed at the start of this Agreement, and will consume support hours under this Agreement.
2d. Online customer portal access (included in Basic, Custom and Advanced Plans only). This includes access to DLC’s customer portal, where service ticket status and other customer data can be viewed by the customer at any time. Passwords for this portal must be requested from the DLC support desk.
2e. Discounted hourly service rates. For the Basic Plans, this includes a minimum discount of 6% off DLC’s standard service rate for any services performed. For the Custom and Advanced Plans, this includes a minimum discount of 17% off DLC’s standard service rate for any services performed.
2f. Custom Plan specific additional features:
• Each month a number of service hours may be included in the monthly rate. This is indicated on the Quotation.
• Included hours that are unused shall expire at the end of each calendar month.
• Response time to urgent issues within 4 business hours, standard or non-urgent or non-support related requests will be responded to within one business day.
• Automated Monthly Status Reports and/or Monthly Executive Summary reports are available upon request.
• Automated maintenance and installation of critical operating system patching and updates of the Client’s servers and workstations. Customer must make systems available for patching and rebooting no less frequently than one time per calendar week.
• For servers and workstations not compatible with the automated patching/updates, DLC shall maintain the update and patch levels via manual methods during a pre-scheduled monthly maintenance window or similar as appropriate.
• Virtual CIO services, including planning, budgeting, and other consultation services are available.
• Quarterly, Semi-Annually, or Annual planning and strategy review sessions.

• Other features as specified in the Quotation

2g. Advanced Plan features:
DLC also offers an Advanced Plan or Custom plan with certain features including “unlimited” remote support. If this is included in the Quotation, the features listed above under Custom Plan apply as well as the following additional conditions:
• DLC will provide remote, offsite support to the customer as often as needed for no additional cost other than the monthly service fee.
• Exceptions. The following are NOT included in Unlimited, and are chargeable at the hourly service rate and terms specified in the Quotation and herein (unless specifically stated otherwise in the Quotation):
a. Onsite Support
b. New installations, moves, adds, changes, and/or “project work”
c. User training
d. Support due to misuse, abuse, and/or use for a non-standard or non-intended purpose
e. Support or maintenance of custom applications or websites
f. Specialized services that exceed the scope of services provided by DLC, such as, but not limited to, breach response and/or root cause analysis services, penetration testing, vulnerability testing, cable plant maintenance, telephony systems etc.
g. Support related to hardware, software, and/or systems implemented or modified against the advice of DLC, by the customer or a third-party, and/or without our previous knowledge and acceptance.
h. Support requests or remediation arising from Customer-requested Third-Party Tools (including AI-based tools), as further described in Section 6a.

2h. Any other service shall be billed at time and materials rates or as specified on the quotation

2i.  Any "As a service" offerings included in sales quotation:

OWNERSHIP
The provided hardware, including but not limited to servers, desktops, network equipment, firewalls, BDR or NAS devices, etc. remains the property of DLC (or the vendor providing the program) and must be returned prior to agreement termination (this includes voluntary termination, termination for default/nonpayment, termination at the conclusion of a contract term, or any other termination).

TERM LENGTH and EARLY TERMINATION FEE

"As a service" offerings are typically Month to Month and follow the same terms and termination provisions as those indicated above.

The quotation may specify a term length, such as 1 year or 3 years.  In that case, should the services terminate for any reason prior to the natural expiration of the initial term, an EARLY termination fee shall be immediately due and payable equal to 50% of the total amounts owned through the remainder of the term.  The calculation is:  NUMBER OF MONTHS REMAINING IN TERM x MONTHLY FEE x 0.5 = EARLY TERMINATION FEE.

Term lengths greater than one month (such as 1 year, 3 year, etc) automatically renew at the natural expiration of the initial term into a month-to-month term.  Monthly pricing is not guaranteed after the expiration of the initial term.

RETURN AND TERMINATION of "As a service" subscriptions

In the event the device is not returned an equipment fee equal to the higher of: 500% of the monthly rental, services or subscription fee, OR the actual replacement value is immediately due and payable to DLC.  In the case of the Datto NAS equipment, the fee shall equal 1000% of the monthly NAS services fee. Should the hardware device be stolen, damaged in a disaster or other act of god, etc, and it is the customer’s intention to continue with the service, DLC will replace the equipment for 20% above the actual hardware replacement cost. (Installation and shipping fees are not included.)

Equipment may be tagged as "Property of DLC" and the customer is not permitted to remove or deface the tag. Nor is the customer permitted to modify, mark, deface or damage the equipment.  Additional fees for non-working, damaged or defaced equipment may be due at equipment return.  Such fees will be based on actual costs incurred by DLC from the vendor plus 20%.

Upon termination you shall return any hardware to DLC at 777 Route 70 E, Suite G-104, Marlton, NJ 08053 and destroy all copies of any software. DLC shall be entitled to all fees due and owing up to the Termination Date. Some subscription services require a notice period for cancellation and other then-current specific terms. Please inquire before submitting a termination request for details.  DLC shall have no further responsibility for the subscription or device under this Agreement or otherwise, to you after the Termination Date.

DLC shall retain the right to immediately terminate this Agreement and services in the event you commit any act that may negatively affect or harm the server, network, hardware or its users or you attempt to use any services and/or hardware offered under this Agreement for illegal purposes or gains.

DATA DELETION

ANY DATA REMAINING ON THE PRODUCTS WILL BE DELETED ON/AT THE TERMINATION DATE REGARDLESS OF TERMINATION REASON OR CAUSE.  IT IS THE CUSTOMER’S RESPONSIBILITY TO RETRIEVE THEIR DATA BEFORE IT IS DELETED. Assistance in retrieving data is available for an additional charge. Data retrieval charges must be paid in full before the retrieval process will be started and before the deletion date. Once the data is deleted or removed it is no longer accessible to anyone by any method.

SILENT DATA CORRUPTION AND EQUIPMENT FAILURE
The provided equipment uses technologies that are beyond DLC or the Vendor’s control. Though unlikely, device failure, data loss or corruption can occur. Customer is strongly advised to use verification processes no less than 1 times per month to verify the integrity of stored data. DLC will be held harmless against the loss of data whether such loss is due to hardware, software or telecommunications failures.  It is recommended that "As a service" offerings be coupled with other backup and support services to mitigate this risk.

Should a hardware failure occur, DLC and / or the appropriate vendor shall make repairs to the product as fast as possible using available vendor product warranty support.  DLC support services required to make replacement or repaired hardware configured and functional may incur additional charges as they are not part of the "As a service" offering.  DLC makes no warranties or guarantees in regard to repair timeline or uptime rates.  DLC reserves the right to replace the equipment in the event of hardware failure or any other reason at any time as long as it is substantially the same configuration and capabilities.

NO LONGER SUITABLE

Should the equipment no longer be appropriate for use (such as the customer's needs are greater than what the device can provide, the device has reached the end of its service lifetime, etc) DLC reserves the right to cancel the service and reclaim the hardware.  In such an event DLC will propose alternate hardware as an upgrade path, which will require a new proposal and additional investment or monthly fees.

2j.  Terms regarding additional features added per quotation

Some products listed on a sales quotation are subject to additional terms of service.  Please consult http://dlctechnology.com/terms-of-service to identify additional terms by service name.  Some of these products include, but are not limited to:

3. SERVICE START-UP (for Basic Plan, Custom Plan, and Advanced Plan only).
To initiate the service, Client will follow installation instructions to deploy/install the DLC Monitoring Software on each machine in the customer’s network. An optional installation service is available from DLC, and, if purchased, DLC would install the software on the customer’s behalf. Once the monitoring software is deployed and 24 hours have passed, Anti-Virus will be deployed automatically to any Windows based machine that does not currently have an Anti-Virus product installed. The Client must uninstall any existing Anti-Virus software in order to make use of the Anti-Virus supplied as part of this package. The Client may elect to have DLC perform the uninstallations of existing Anti-Virus for an additional fee. On Mac machines, each Mac will have Anti-Virus deployed automatically by DLC. (Automatic installation of Anti-Virus software will be performed by DLC’s Monitoring Software.)

4. DLC SERVICE FEES
As compensation for the services provided by The Service described in these Terms, Client shall pay fees to DLC as detailed on the applicable Sales Quote, Proposal, Agreement, Service Plan Description, or Invoice. Client shall pay fees in U.S. Dollars. Client shall receive monthly statements reflecting the charges accrued, hours spent, travel expenses incurred by DLC related to this agreement and each support incident, and total amount due. Payment by the Client for the total statement amount shall be due within fifteen days of the statement date.
Payments for any recurring monthly Support Package Fee are due in advance each month and must be paid via automated EFT, credit card or pre-paid annually. (If monthly fees are greater than $2000 per month, they may also be billed monthly). In the case of credit card payments, the Client’s credit card information will remain on file with the DLC to facilitate automatic monthly payments. A separate credit card agreement will be required. DLC will not commence work on a new service plan until the initial fees and/or first month’s services have been paid.
Past due amounts are subject to a 5% monthly late fee or $20 per month, whichever is greater. DLC reserves the right to cease all work and services in progress with no less than 24 hours notice should balances remain unpaid. Client shall be responsible for all attorneys fees and costs associated with collecting past due amounts.

5. AGREEMENT SCOPE and ADJUSTMENT OF FEES
These Terms, the Quotation, and the associated pricing is only valid for the number of servers, workstations, sites, users, employees, companies or other metrics as specified in the Quotation. Should any of these metrics be exceeded, additional charges for this support solution may apply and will be automatically added to the monthly billing amount. Quantities shall be audited continually. Client agrees that all company owned Desktop, Server and Network devices shall be covered by the service plan.  DLC reserves the right to adjust service fees at the end of each term.

6. INDEMNITIES AND LIMITATION OF LIABILITY
DLC provides its services by this Agreement “as is” and cannot make any affirmation of fact or warranty with respect to the hardware and software used under this Agreement, and hereby expressly disclaims all express and implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, and infringement of proprietary interests. While DLC shall make all reasonable efforts to ensure that the services are provided as per the services’ intended functionality and options selected, due to the nature of external forces such as the Internet, third-party companies, and the like, DLC cannot warrant that this will be the case at all times. Therefore, DLC SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES TO (WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT OR OTHERWISE) OF ANY KIND WHATSOEVER INCLUDING LOSS OF BUSINESS, LOST PROFITS, LOST DATA, LOST MESSAGES, OR FAILURE OF SECURITY ARISING OUT OF OR RELATED TO THE SERVICES OR THE CLIENT’S OR THE PUBLIC’S USE OF OR INABILITY TO USE THE CLIENT’S COMPUTING OR NETWORK SYSTEM(s).

In the event Client is sued or incurs any expense, loss or liability of any kind due to any claim made against Client on the basis of wrongful or improper acts of Provider, Provider shall indemnify and hold Client harmless from any such expense, loss or liability including attorney s fees. In the event Provider is sued or incurs any expense, loss or liability of any kind due to any claim made against Provider on the basis of wrongful or improper acts of Client, Client shall indemnify and hold Provider harmless from any such expense, loss or liability including attorney s fees. This indemnity shall survive the termination of this Agreement. The liability of either party shall in no event exceed the total amounts paid by Client for services under this Agreement in the preceding twelve month period.

6a. THIRD-PARTY SOFTWARE, APPLICATIONS, AND AI-BASED TOOLS (CLIENT-DIRECTED)

(i) Definition.
For purposes of these Terms, “Third-Party Tools” means any third-party software, application, platform, utility, browser extension, cloud service, plug-in, integration, or other tool not developed and exclusively controlled by DLC, including any tools utilizing or based upon artificial intelligence, machine learning, generative AI, large language models, automation technologies, or similar systems.

(ii) Client-Directed Deployment; No Endorsement.
At Customer’s request, DLC may install, configure, enable, integrate, or otherwise support Third-Party Tools. Customer acknowledges that any such work is performed solely at Customer’s direction as an accommodation and does not constitute a recommendation, certification, approval, or endorsement of any Third-Party Tool.

(iii) No Control; No Warranties; Vendor Terms Control.
DLC does not own, develop, control, operate, or maintain Third-Party Tools and makes no representations or warranties, express or implied, regarding their security, functionality, availability, accuracy, output, legality, data protection practices, or regulatory compliance. Customer’s use of any Third-Party Tool is governed solely by the applicable vendor’s terms of service, license terms, and privacy and data processing policies.

(iv) Customer Responsibility for Legal/Compliance Review.
Customer acknowledges and agrees that it is solely responsible for engaging its own legal counsel and/or compliance professionals to review any Third-Party Tool’s terms, conditions, privacy policy, data security measures, and data handling practices, and to determine whether the Third-Party Tool is appropriate for Customer’s business operations, the type and sensitivity of Customer data, and any applicable regulatory, statutory, contractual, or compliance requirements (including without limitation HIPAA, GLBA, state privacy laws, and industry standards, if applicable). DLC does not provide legal, regulatory, or compliance advice.

(v) Data Security and Assumption of Risk.
Customer acknowledges that Third-Party Tools may transmit, store, or process data with third parties outside DLC’s control, including potentially confidential, personal, financial, or regulated information. Customer assumes all risks arising out of or relating to Third-Party Tools, including but not limited to unauthorized access, data breach, data loss, data corruption, confidentiality violations, inaccurate or harmful outputs, business interruption, and regulatory action.

(vi) Support Exclusion; Hourly Billing.
Any remediation, restoration, forensic review, containment, recovery, or repair required due to or arising from (a) the use, installation, configuration, integration, operation, output, or malfunction of any Third-Party Tool, or (b) any incompatibility, security incident, or damage caused directly or indirectly by any Third-Party Tool, is excluded from any inclusive, bundled, fixed-fee, included-hour, or “unlimited” support coverage (including any “unlimited remote support” under an Advanced Plan, if applicable). All such services shall be billed at DLC’s then-current hourly rates, in accordance with the Rates section and the Standard Service Rate page referenced herein.

(vii) Limitation of Liability; Indemnification.
Without limiting any other limitation of liability in these Terms, DLC shall not be liable for the acts or omissions of Third-Party Tool vendors or for any Third-Party Tool’s performance, outputs, data handling, security practices, or failures. Customer agrees to indemnify, defend, and hold harmless DLC from and against any third-party claims, damages, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees) arising out of or related to Customer’s selection, use, or requested deployment of any Third-Party Tool, including any claim alleging data privacy, confidentiality, or regulatory violations related to such Third-Party Tool.

It is also understood that the equipment and software used to provide the services specified in this agreement are the sole intellectual and physical property of DLC Technology Solutions, Inc., Sophos, Connectwise, Inc., Watchguard, Microsoft, Netrality, and other vendors. While DLC will make every effort to maintain the system’s configuration in order to provide high-levels of service, DLC is not responsible for failures of any third-party’s software or hardware systems, data centers, internet connections or business continuity.  When failures occur with upstream or third-party vendors, DLC and Client will look to that vendor for resolution.

7. DISPUTES
This Agreement shall be governed by the laws of the State of New Jersey. Any actions, claims or suits arising out of or relating to this Agreement, or the breach of this Agreement, shall be brought only in, and you consent to the jurisdiction of, the Courts of the State of New Jersey.

8. REMEDIES
In the event of a breach of any term or provision set forth in this Agreement, the non-breaching party shall be entitled to all remedies available at law and in equity.

9. EXCUSABLE NON-PERFORMANCE
Neither party shall be in default under this Agreement because of any failure to perform if such failure arises from causes beyond the party’s reasonable control, including, but not restricted to, acts of government, fires, floods, epidemics, quarantine, restrictions, strikes, labor contracts or labor relations, embargoes, inability to secure raw material or transportation facilities, acts or omissions of carriers, or any and all other causes beyond the reasonable control of either party.

10. CONFIDENTIAL INFORMATION
Client and DLC acknowledge that each has developed and will develop valuable and extensive trade of its services and by virtue of this Agreement, will become familiar with the manner, methods and secrets and confidential information pertaining to their respective businesses. Client and DLC shall not, during or after the term of this Agreement, either use or disclose any methods or trade secrets employed by the other party without the expressed written consent of the party. For purposes of this Agreement, “Confidential Information” shall mean all Client information (other than that which is already in the public domain) revealed to DLC, including, but not limited to, financial data, employee data, contractual obligations with third parties, business, compliance and marketing plans, billing and information systems, and all other information pertaining to the business of Client, its officers, directors and employees. DLC will not disclose or make any use of Client’s Confidential Information except in the course of providing the services and will take all necessary steps to restrict the use and dissemination of Confidential Information. This non-disclosure includes the DLC, and all of its employees who access or have access to the Client’s confidential information.

11. TERM and TERMINATION OF AGREEMENT
This Agreement shall remain in full force and effect for one (1) month. At the conclusion of one month, this Agreement will automatically renew for successive one (1) month terms unless either Party gives the written notice to the other Party at least thirty (30) days prior to the expiration of the then-current term of its intent not to renew.

Termination for Convenience:
DLC may terminate this Agreement upon thirty (30) days written notice to the Client for any or no reason.
Termination for Performance (a.k.a Performance Guarantee):
Client may terminate this Agreement upon thirty (30) days written notice to the DLC for any or no reason.

Termination for Non-Payment:
Provider shall have the option of terminating this agreement for non-payment of any invoices and sums owed to provider with said termination to be effective immediately.

Upon termination by either party (whether for Convenience, Performance, Non-Payment, or other means), Client shall receive an invoice for all services and products rendered and travel expenses to be paid within fifteen (15) days of the date of the final invoice. Any monies already paid will not be refunded.

Upon termination by Client (for any reason including but not limited to non-payment or other means) a cancellation fee equal to the sum of all remaining payments in the term is immediately due and payable to Provider.

Client acknowledges that upon termination of The Service, Client must uninstall all software provided as part of this agreement, including but not limited to DLC Remote Monitoring Agent Software and Anti-Virus software immediately. The removal of this software from Client machines must be performed by the Client at the Client’s expense. DLC is not responsible for the removal of any software, however such removal service can be provided at DLC’s current hourly service rates. Once removal occurs, Client understands that machines, workstations and/or servers may then be unprotected from viruses and other malware.

11a. Annual Pricing and Term. Should the pricing for any plan, product, or item be specified as an ANNUAL (or "1 Year) price or term on the Quotation, then the term of the Agreement shall be one (1) year, rather than the one (1) month specified herein. At the conclusion of one year, this Agreement will automatically renew for successive one (1) year terms unless either Party gives the written notice to the other Party at least thirty (30) days prior to the expiration of the then-current term of its intent not to renew.

The remaining provisions of the section still apply and are in force.

12. RELATIONSHIP OF PARTIES and INSURANCE
The parties expressly intend and agree that DLC is acting as an independent contractor and not as an employee of Client. DLC retains discretion, control and judgment in the manner and means of carrying out the assignment, except as to the policies and procedures set forth herein. DLC understands and agrees that it shall not be entitled to any of the rights and privileges established for Client’s employees (if any), including, but not limited to, the following: retirement benefits, life insurance coverage, severance pay benefits, paid vacation and sick pay, overtime pay, or any of them. Client shall not pay for, carry or obtain workers compensation insurance, unemployment compensation insurance or other insurance on behalf of DLC, and DLC, if required, shall obtain such insurance. This Agreement shall not be construed as a partnership agreement.

13. ADDITIONAL SUPPORT TERMS
13a. Data Backup and Recovery.
Client is expected and responsible for regular and adequate backups of all data. Client agrees that the Provider is not responsible for data loss resulting from attempted repairs or service.
13b. Software Installation.
Provider will only install, re-install, or archive software that is properly licensed. Client agrees that Provider will be presented with original distribution media (or backed-up electronic distribution) and valid serial numbers prior to installation activities. Provider will not install any software that is suspected of being illegally copied or attempted to be installed in a manner in violation of the software’s license agreement(s).
13c. Monitoring and Anti-Virus Software Installation.
Client agrees to permit the Provider to install and maintain software on monitored systems for the sole purpose of enabling Anti-virus, Systems Monitoring and Remote Management Solution functionality. This functionality includes the ability to remotely control, access and manage any monitored or managed device. Client understands that the monitoring software may or not be fully compatible with all devices, and as such full functionality cannot be guaranteed. As such, all observed issues or anomalies should always be promptly reported to Provider for repair or service through the service request process.
13d. Equipment Repair.
Hardware is not included as part of this Agreement, however Provider will work with the Client to obtain and propose similarly valued equipment to accomplish a hardware repair. Client agrees that the Provider is not responsible for any related downtime while waiting for parts, new equipment or any diagnostic routine. Provider provides no warranty on any component repairs or installations.
13e. Systems and Network Access.
Client represents and warrants that it has obtained permission for DLC to access and use the computer/network environment where the services are to be performed, the data on it, and all hardware and software components included in it, for the purpose of providing these services. If the Client does not already have that permission, it is the Client’s responsibility to obtain it, at the Client’s expense, before the Client asks DLC to perform or install any service, software and/or Packages. Client further acknowledges and approves remote access to each device by DLC and/or its automated solutions for purposes of providing installation, troubleshooting and other support services as required by these Services, Packages and/or requested additional support.

14. DATA INTEGRITY
The customer is fully responsible at all times for the integrity of their data. DLC is not responsible for data integrity or loss of data for any reason, including actions or suggestions of its support staff, documentation, support activities, or any other reason.

15. SILENT DATA CORRUPTION
DLC’s and Client’s systems and services use communication lines and technologies that are beyond DLC’s control. Though unlikely, data loss or corruption can occur. Customer is strongly advised to use verification processes no less than 1 times per month to verify the integrity of stored data. DLC will be held harmless against the loss of data whether such loss is due to hardware, software or telecommunications failures.

16. RETURN OF MATERIALS
Upon the request of either party, but in any event upon termination of this Agreement, each party shall surrender to all memoranda, notes, records, drawings, manuals, computer software, computer hardware, code and other documents or materials (and all copies of same), reports, and other data or materials belonging to the other party. At any time the Client may request a full documentation set, which will be produced within a reasonable timeframe by the Provider. Requests for documentation sets that exceed one per year will incur a $100 production fee.

17. MISCELLANEOUS
17a. Severability. In the event that any of the terms, conditions or provisions of this Agreement are held to be illegal, invalid or unenforceable by any court of competent jurisdiction, the legality, validity and enforceability of the remaining terms, conditions or provisions shall not be affected thereby.
17b. All warranties whether expressed or implied regarding the services provided by Provider shall be disclaimed.
17c. Assignment. Neither party shall assign any of its rights set forth in this Agreement without advanced written consent of the other party.
17d. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the contractual relationship. No provision of this Agreement may be altered, amended, waived, revoked or terminated except as specifically and mutually agreed upon in writing and signed by the parties hereto.
17e. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or two (2) business days after deposited with the United States Postal Service, certified or registered mail, postage prepaid, return receipt requested, addressed to the parties.
17f. Applicable Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of New Jersey.
17g. Acknowledgment. By signing this Agreement, the parties acknowledge that they have read this Agreement, that they understand it and intend to fulfill each and every promise, that they understand that this is a legally binding contract, that they have received a copy of this Agreement, and that they have the authority to bind their company to the terms of this agreement.

18. ACCEPTANCE and ACKNOWLEDGEMENT
By using the services on or after the effective date of this Agreement and/or the signed (or otherwise properly executed) Quotation, you acknowledge that: (a) you are a representative of Client with the authority to execute this Agreement; (b) you have read and accepted all the terms and conditions in this Agreement; that you understand it and intend to fulfill each and every promise, that you understand that this is a legally binding contract, that you have received a copy of this Agreement, and that you have the authority to bind your company to the terms of this agreement; (c) all the information provided herein and to DLC is true and complete; (d) you accept the responsibility to promptly inform DLC of any changes to the information provided; (e) DLC is authorized to obtain and use credit history information about Client, unless the selected payment method is with credit card, in which case DLC is authorized to make charges, as stipulated in this Agreement, to the provided credit card account.