Simplecloud Backup Terms

DLC TECHNOLOGY SOLUTIONS, INC. SimpleCloud Backup Terms and Conditions

These terms (the “Terms”) govern the services and packages known as "SimpleCloud Backup Service” provided by DLC Technology Solutions, Inc. or its subcontractors or assigns 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 as it pertains to these services. Note that any other service package, 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, using, or paying invoices regarding the services known as "SimpleCloud Backup Service”, you (“You” means the legal entity that you are authorized to represent and on whose behalf the 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 services or permit others to do so on your behalf.

DEFINITIONS

"SimpleCloud Backup Service” is a software as a service based solution that provides customer managed software tools and online, cloud based storage to serve as a simple data backup solution.

An Active Customer is one that is currently paying the monthly (or annual) service fee for a "SimpleCloud Backup Service” product and owes no past due amounts to DLC.

“Customer” means the customer entity that has accepted this Agreement and is authorized to use the "SimpleCloud Backup Service”.

“Third-Party”, “3rd Party” or “3rd Parties” means any person or entity not employed by DLC.

"Quotation" is the scope of work, quote, proposal or other signed document between the parties that details the work to be performed or the services or products to be provided.

“Customer Data” or “Customer Content” (Collectively the “Data”) means all electronic data or information of any kind that Customer (or its authorized users including administrative users, employees, managers, manager users, and 3rd parties regardless of whether or not the Customer Data is owned by Customer during the Term) inputs into SimpleCloud Backup Storage that is transferred via the SimpleCloud Backup Service to SimpleCloud’s cloud storage and / or storage under the control of the customer. Data includes: (i) Customer records, business documents and files, data files, input materials, reports, forms and other such items that may be transferred by Customer or DLC, in the performance of the Service under this Agreement; (ii) Any Data not owned by Customer such as the Data of one of Customer’s clients or a 3rd party that Customer is doing business with; or (iii) any information relating to an identified or identifiable natural person including a 3rd party defined as an identifiable person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, physiological, mental, economic, cultural or social identity. This includes administrative users, authorized users, and 3rd parties. Data may include name, email addresses, telephone numbers, information related to logging in to the Services, birth dates, social security numbers, and personally identifiable information (PII) including financial information, and protected health information covered under HIPAA. All Data has been designed, created and provided solely by Customer or by 3rd parties on its behalf without the participation or involvement of DLC. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright, trademark and patent permissions for all Data entered into a Backup Storage. Customer shall not place nor cause to be placed into any SimpleCloud Backup Storage any Content or Data that contains any content or materials which is obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise exposes DLC to civil or criminal liability. DLC assumes no responsibility for the accuracy, propriety, or usefulness to Customer of the Data. DLC shall not be liable to Customer or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Data inputted or entered into Backup Storage by Customer or by an entity on its behalf. Customer acknowledges that DLC will rely on the accuracy of the Data inputted into SimpleCloud Backup Storage by Customer as it performs its requested functions under this Agreement. Customer acknowledges that it owns all of the Data or has all rights to grant such licenses to DLC to use the Data in furtherance of providing the SimpleCloud Service without infringement or violation of any third party rights. Company provides no warranties, representations or indemnification to Customer for its access to, and use of the Data.

CHANGES
DLC reserves the right to change any of the terms of these Terms by posting the revised Terms on the Website and/or by sending an email to the last email address that the Customer has given to DLC. Any such change shall be effective immediately with respect to any new customer and retroactive to the date of notice with respect to any existing customer who does not terminate the Service within 10 days after the earlier of such posting or email.

ELIGIBILITY
DLC requires that any individual customer be at least 18 years of age. Customer warrants that their use of the Service does not violate any law or regulation.

DESCRIPTION OF SERVICES

DLC shall provide a number of data or system backup services under the service name of "SimpleCloud Backup Service".  Such services may be added on to an other existing DLC service plan or may be sold separately. The specific SimpleCloud Backup Service purchased (if any) and any components, data storage amounts or rates or custom terms included shall be specified on the Quotation.

The SimpleCloud Backup Service provides a software and cloud storage for Customers to self-manage their data backup on certain compatible computing devices.

CUSTOMER RESPONSIBILITIES

The SimpleCloud Backup Service is managed primarily by the Customer.  DLC is available to support and assist with configurations and issues, however the Customer is solely responsible for a proper configuration of the backup solution, including items such as specifying what to back up, how often to back up, how much historical data to retain, security and encryption levels and other specifications.

Customer, through its Administrator Account, shall authorize access to and assign unique passwords and user names for all employees authorized to access the SimpleCloud Backup Service. Authorized User logins are for designated Authorized Users and cannot be shared or used by more than one Authorized User. Customer will be responsible for the confidentiality and use of Authorized User’s passwords and user names. DLC will act as though any Electronic Communications it receives under Customer’s passwords, user name, and/or account number will have been sent by Customer. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the SimpleCloud Backup Service and shall promptly notify DLC of any unauthorized access or use of the SimpleCloud Backup Service and any loss or theft or unauthorized use of any Authorized User’s password or name and/or SimpleCloud Backup Service account numbers.

Customer is responsible for all activities and Electronic Communications conducted by its Authorized Users and for its Authorized Users’ compliance with this Agreement, including the content of all Data. Customer will not: (a) sell, lease, license or sublicense the SimpleCloud Backup Service, except as explicitly provided for in this agreement; (b) introduce into or transmit through the SimpleCloud Backup Service any virus, worm, trap door, back door, and other harmful or malicious code, files, scripts, agents, or programs; (c) transmit or transfer infringing material in the SimpleCloud Backup Service; (d) send any Electronic Communication from the SimpleCloud Backup Service that is unlawful, harassing, libelous, defamatory or threatening. Except as permitted by this Agreement, no part of the SimpleCloud Backup Service may be copied, republished, displayed in any form or by any means.

Customer agrees not to access the SimpleCloud Backup Service by any means other than through the interfaces that are provided by DLC. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with DLC’s standard published policies then in effect (these “Terms”) and all applicable laws and regulations. DLC has no obligation to monitor Customer’s use of the Services, DLC may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

DLC shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and DLC will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other DLC offerings, and (ii) disclose such data solely in aggregate or other deidentified form in connection with its business.] No rights or licenses are granted except as expressly set forth herein.

TRANSMISSION OF DATA

The SimpleCloud Backup Service allows Customer to send and receive Electronic Data Communications and Customer understands that the technical processing and transmission of Customer’s Electronic Data Communications is fundamentally necessary to use of the SimpleCloud Backup Service. Customer acknowledges and understands that Customer’s Electronic Data Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by various Third-Parties. DLC is not responsible for any Electronic Data Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data across networks not owned and/or operated by Company, including but not limited to, the Internet and Customer’s local network.  Customer is therefore required to enable the data encryption feature within the product as outlined in the “Customer Responsibilities – Securing Data” section of these Terms.

CUSTOMER RESPONSIBILITIES – SECURING DATA

The SimpleCloud Backup service includes the ability to specify an additional level of encryption with each Backup Plan that is created in the service.  CUSTOMER IS HEREBY REQUIRED TO ACTIVATE THIS ADDITIONAL LEVEL OF ENCRYPTION WITH A UNIQUE AND COMPLEX PASSWORD OR KEY KNOWN ONLY TO THE CUSTOMER OR THEIR ASSIGNS FOR ALL BACKUPS THAT TAKE PLACE USING THE SERVICE.  In no event shall DLC be responsible for this additional level of encryption being disabled or misconfigured.  In the absence of this encryption feature being enabled compliance with regulatory requirements including but not limited to HIPAA, PCI, PII and other laws cannot be ensured.

SERVICE LEVEL EXPECTATIONS

Backups are based upon the configuration schedules Customer has selected and/or created. However, certain issues with Customer’s computers, internet connectivity, network, or other technical issues outside DLC’s control may cause a scheduled backup to not complete or fail to run. It is the Customer’s sole responsibility to ensure that a backup has completed. DLC is not responsible for failed backups.

Restore of backup files is at the Customer’s discretion. Restore times are not guaranteed and may depend on many factors, including, but not limited to, internet bandwidth, network bandwidth, computer resources, and size of backup files to be restored.

DLC may perform scheduled maintenance at times determined at DLC’s sole discretion. Maintenance will be completed in as short a time as reasonably possible. The SimpleCloud Backup Service may be unavailable or operate with reduced performance during such maintenance. This maintenance is necessary to insure the reliability and managed features of the SimpleCloud Backup Service. DLC may post notices through the Service letting Customer know when maintenance is planned. However, there may be times when emergency maintenance is required and notification by DLC to Customer in these cases may not be possible. When possible, DLC will post a notice through the web site or email indicating when the SimpleCloud Backup Service will be restored.

DLC cannot account for issues affecting the SimpleCloud Backup Service outside of DLC’s control. As such, DLC makes no warranties or guarantees with regards to the availability of the SimpleCloud Backup Service or Customer’s ability to connect to and use the SimpleCloud Backup Service.

SUPPORT AND SERVICES
Active customers receive the SimpleCloud Backup Service specified above (in Description of Services) and as specified in the applicable quotation. In the event of a conflict the scope and services listed in the quotation shall prevail.

DLC will receive all reports, alerts and other notifications from the "SimpleCloud Backup Service" and process them in accordance with the then-current IT services agreement between DLC and you. In the event no such IT services agreement exists, then all reports, alerts and other notifications will be sent to you.  If you request any support or actions taken by DLC they shall be billed separately at then-current hourly rates. Receipt of an alert, report or other notification by DLC from your instance of the "SimpleCloud Backup Service" shall constitute approval to perform work. 

Any included support is provided only during regular business hours (typically 8:30am – 5pm Monday through Friday excluding holidays). Support tickets or alerts/reports received from the "SimpleCloud Backup Service" opened after hours will be handled the next business day unless your IT services agreement or quotation states otherwise.

Any service or repair to equipment, internet access, service or other component such as hardware, software, software upgrades, patches, configuration changes, remediation, and shipping costs are not included in the "SimpleCloud Backup Service" and shall be billed separately.

EMERGENCY / AFTER HOURS SUPPORT
During emergency situations, such as issues during system down restores, 24×7 emergency support is available. Such emergency support is separately billable at the prevailing emergency or after-hours service rate defined in the TERMS OF SERVICE at https://www.dlctechnology.com/terms-of-service billed in quarter hour increments. Should the customer have an existing support agreement with DLC, the support agreement’s hourly rates will apply.

GENERAL SERVICES TERMS
DLC shall furnish "SimpleCloud Backup Service" 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 monthly service rates described herein (or on the Quotation).
All work will be provided on an as-needed basis based on requests made directly by the Client or alerts received. Support and services may be provided 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 will be charged between Client and DLC’s office location. Onsite work is subject to a two hour minimum charge. The client’s request for support will be considered approval to perform services.

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.

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.

IMPACT OF TERMINATION ON DATA

Upon the effective termination date, ALL CUSTOMER DATA SHALL BE IMMEDIATELY AND IRREVOCABLY DELETED from the SimpleCloud Backup solution.  Customers are advised to not terminate service until the data is no longer needed. 

ADJUSTMENT OF FEES
These Terms, the Quotation and the associated pricing is only valid for the number of servers, workstations, users, employees, companies, Gigabytes, 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. The highest level of the metric in question during each calendar month shall be considered the amount to be billed for that month’s usage. DLC reserves the right to adjust service fees at the end of each term.

SIMPLECLOUD BACKUP SERVICE PROVIDER RELATIONSHIP

The SimpleCloud Backup Service is composed of one or more third-party components. Each component utilized is tested and integrated by DLC into the singular “SimpleCloud Backup” solution.  This currently includes a third-party provider for the data backup software solution and separate third-party providers for cloud storage.  DLC works to ensure that each third-party provides adequate performance, controls and security in order to provide the Service in accordance with these Terms.  DLC reserves the right to continually monitor the performance and appropriateness of any third-party component and replace them as necessary to maintain quality Service. At any time, the identification of the third-parties is available to you upon request.

HOSTING CENTER FACILITIES

The cloud hosting center and data storage facilities supporting the SimpleCloud Backup Service and all related Applications delivered by DLC for usage by the Customer shall be provided for and managed by a third party vendor (“third party vendor”) not a party to this Agreement. DLC shall not be liable in respect of any breach or error in delivery, loss, damage or interruption to the SimpleCloud Backup Service, Applications or Third Party Integrated Services during the Term of this Agreement caused by the third party vendor. Customer shall immediately notify DLC, in writing of any such error, loss, breach, damage or interruption. Company shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any breach or error, loss, damage, defect or interruption to the SimpleCloud Backup Service caused by the third party vendor.

SIMPLECLOUD BACKUP PRODUCT/SOFTWARE LICENSE

As it relates to any applicable software license (the “Software) contained within SimpleCloud Backup Service referred to herein, you are hereby granted a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through authorized personnel of DLC, hereunder, that certain software which is incorporated into and is required for the proper functioning and performance of the Devices (“Software”), solely for the purposes set forth in this Agreement, subject to the terms and conditions set forth in this Agreement.

Any and all of the exclusive rights in and to the Software shall remain with DLC at all times and any and all licenses granted hereunder shall automatically and immediately cease upon the expiration or termination of this Agreement, as applicable.

You shall not reproduce, publicly display, distribute, create derivative works of, modify, alter, replace, reverse engineer, or otherwise change the Software or claim any rights in and/or to the Software, other than what has been granted hereunder and/or challenge any of the applications or registrations for protection of its rights in and/or to the Software. In the event that you become aware of any infringement of the DLC’s rights in and/or to the Software, Provider shall notify the DLC of same immediately in writing.

DLC shall have the right to, but not the obligation to, access the Software, at any time during the Term, to repair, support, replace, upgrade, update, patch and/or fix bugs and/or other errors in the Software.

COMPLIANCE WITH LAWS

You shall at all time materially comply with all local, state and federal laws, ordinances, regulations and rules.

EXPORT RESTRICTIONS

Customer may not remove or export from the United States or allow the export or re-export of the SimpleCloud Backup Service, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States.   Any use, modification, reproduction, release, performance, display, or disclosure of any component of the SimpleCloud Backup Service outside the United States is expressly forbidden.  

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, designs; improvements; descriptions; evaluations; analyses; business methods; business agreements; customer information; sales techniques; sales figures; market forecasts; inventions; creations; copyrightable works; and other intellectual property and proprietary information; processes; procedures and “know-how;” research and development; customer agreements and lists; customer prospects; advertising; data; documentation; diagrams; flow charts; business plans and strategies; marketing techniques and materials; marketing timetables; other information relating to customers, suppliers or personnel; financial information; or any other information of a similar nature, whether or not reduced to writing or other tangible form; and any trade secrets or other non-public business information; and all notes, analyses, compilations, studies or other documents, whether prepared by the Disclosing Party or others, which contain or otherwise reflect the above-described information, whether written or oral (collectively, “Confidential Information”).

Receiving Party shall not at any time, except as properly required in the conduct of the business of the Disclosing Party or except as authorized in writing by the Disclosing Party, directly or indirectly publish, disclose or authorize anyone else to publish or disclose any Confidential Information or other secret or confidential matter relating in any aspect to the business of the Disclosing Party with which Disclosing Party’s performance hereunder has or may in any way acquaint it.

Notwithstanding the foregoing, Receiving Party agrees that if it is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, Civil Interrogatories Demand or similar process) to disclose any Confidential Information, it will promptly notify the Disclosing Party of such request(s) so that the Disclosing Party may seek an appropriate protective order and/or waive Receiving Party's compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, Receiving Party is nonetheless, in the opinion of Receiving Party’s counsel, compelled to disclose Confidential Information to any tribunal or else be liable for contempt or be subject to other censure or penalty, Receiving Party may disclose such information to such tribunal without penalty hereunder.

All documents and records (whether in printed magnetic or electrical form) and other property, whether or not pertaining to Confidential Information, furnished to Receiving Party by the Disclosing Party or produced by Receiving Party or others in connection with, related to or arising from Receiving Party's contractual relationship with the Disclosing Party, shall be and remain the sole property of the Disclosing Party and shall be returned by Receiving Party to the Disclosing Party immediately as and when requested by the Disclosing Party. Even if the Disclosing Party does not so request, Receiving Party shall return and deliver all such property upon termination or expiration of this Agreement for any reason and will not take or retain any such property or any reproduction of such property upon such termination.

In the event that the Receiving Party breaches any of its obligations under this Section, both Parties hereby acknowledge and agree that Receiving Party will be irreparably harmed. Accordingly, in such event, Disclosing Party shall be entitled to pursue and obtain injunctive relief in a court of competent jurisdiction, of its choosing, without bond required. Such remedy of injunctive relief shall be in addition to any and all other remedies available to Disclosing Party at law, in equity and/or as set forth hereunder.

DISCLAIMER OF OTHER WARRANTIES
YOU UNDERSTAND AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SIMPLECLOUD BACKUP SERVICES (INCLUDING, WITHOUT LIMITATION, ALL ADVICE, CONTENT, AND SOFTWARE) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OF THE SERVICES, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DLC DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR FREE, OR SUCCESSFUL IN RESOLVING ANY ISSUE. DLC MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. ANY CONTENT OR SOFTWARE THAT YOU ACCESS, DOWNLOAD OR USE WITH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM SUCH ACTIVITIES. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY DLC OR ANY OHTER PERSON OR COMPANY ON DLC'S BEHALF, EXCEPT AS EXPRESSLY SET FORTH HEREIN.

LIMITATION OF LIABILITY
IN NO EVENT SHALL DLC, ITS SUPPLIERS, VENDORS, PARTNERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, WHETHER FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING FROM DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE PRODUCT OR RELATED SERVICES, SOFTWARE, CONTENT OR YOUR DEVICE AND OTHER TECHNOLOGY INCLUDING, WITHOUT LIMITATION, LOST SALES, LOST REVENUE, LOST PROFITS OR OTHER LOSS OF BUSINESS, LOSS OF OR DAMAGE TO DATA, OR COST OF SUBSTITUTE SERVICES EVEN IF DLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO WAY SHALL DLC BE HELD LIABLE FOR ANY BREACH OF OR DAMAGE TO PROVIDER’S COMPUTER NETWORK(S), IT INFRASTRUCTURE, COMPUTERS AND/OR RELATED PERIPHERAL DEVICES AND/OR SMART/MOBILE DEVICES, REGARDLESS OF CAUSE.

IN NO EVENT SHALL THE TOTAL LIABILITY OF DLC, ITS SUPPLIERS, VENDORS, AND PARTNERS TO YOU IN THE AGGREGATE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SERVICES, SOFTWARE OR PRODUCT EXCEED THE AMOUNT PAID FOR THE SERVICES AT ISSUE DURING THE PAST ONE MONTH PERIOD FOR THE SPECIFIC SERVICE OR PRODUCT AT ISSUE.

It is also understood that third-party equipment, services, and/or software may be used to construct, provide, or assemble the service(s) specified herein. Those specific third-party components are the sole intellectual and physical property of third-party 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, hardware, or cloud-based systems, internet connections or business continuity. Customer agrees to hold DLC harmless for the actions of any third-party vendor.

DLC will not be liable for events of Force Majeure or acts or omissions by the Customer with are in conflict with these Terms

LIMITATION OF ACTIONS
No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has arisen, or, in the case of an action for nonpayment, more than two years after the date the last payment was due.

REMEDIES
In addition to any remedies set forth herein, including termination, DLC shall be entitled to all remedies at law and in equity in the event you breach any term, provision or covenant set forth herein. This Agreement shall be governed and construed in accordance with the laws of the State of NJ.

SEVERABILITY
In the event that any of the terms, conditions or provisions of these Terms 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.

Modifications of SimpleCloud Backup Services

DLC reserves the right to periodically modify the features and functions of this Service as necessary to continue to provide an up-to-date and appropriate equivalent service offering. Such improvements or modifications are included at no additional charge and are performed solely at the discretion of DLC with or without advance notice.