Premier Managed Services Summary

Unlimited Phone Support
Unlimited Remote Support
Unlimited On-Site Support
Server and Workstation 24x7 Monitoring
Server and Workstation Patch management and
Windows security updates.
Password management
Monitored Antivirus
Cloud and Local Backup Service of Server.
2 remote (work from home) connections for Doctor /
Staff use if desired.
25% Discount on all Project labor.

Premier Managed Services Agreement

This Managed Services Agreement (the "Agreement") is entered into between Digital Dental Solutions, Inc. (“DDS”) and the undersigned party that executes this Agreement Parikh, Purvak V. referred to as (“Client”).

Engagement

The Client agrees to allow DDS to administer such services as server / workstation maintenance, monitoring services, network maintenance, security, and data backup & restore procedures as well as any other technical services DDS and the Client agree upon as time progresses.

Section A

Term of Agreement
1. This contract shall commence on _____________ and shall continue until Client or DDS elect to terminate this agreement. Client agrees to supply 30 days prior notice to Digital Dental Solutions to terminate this agreement.
2. This agreement is subject to the termination guidelines provided in Section C12.
3. Payment of this agreement shall begin on ____________ and on the 1st of each month thereafter until this agreement is terminated. Agreement shall NOT be pro-rated nor reimbursed if agreement is terminated before the entirety of the 30 day billing cycle is expired.
Client / Provider Relationship
1. It is agreed that DDS is providing services as an independent contractor and not as an employee in providing any and all services as outlined in this contract.
2. DDS and the Client agree that this contract does NOT create a joint-venture or partnership between the two parties.
3. DDS agrees to provide services in a “timely” and “reasonable” manner which can and may vary as deemed appropriate by “normal” technology services provider industry standards. Response times will vary based-upon availability at a given time and severity of the issue.
Ownership
1. Client retains ownership of all equipment deployed at Client’s site which Client has purchased and for which no remaining balance is due on said equipment at time of contract termination.
2. DDS retains ownership of any and all software installed on Client’s hardware systems for the purposes of providing any services to the Client. Upon contract termination, Client shall allow DDS unrestricted access to reclaim any and all software or hardware (in complete and undamaged condition) leased to Client as part this service agreement.
Non-Compete
During the Term of this Agreement and for a period of (1) year thereafter, the Client and DDS mutually agree to refrain from solicitation of the employees or previous employee's companies of one another.
Performance
1. DDS agrees to perform service and maintenance for the Client’s computer systems at the location which is designated in the final section of this Agreement when requested to do so by Client.
2. DDS agrees to perform maintenance services on the Client’s computer systems (which includes servers, workstations, and associated network components and peripherals) at the quoted hourly rate.
3. The level of service and maintenance performed for the Client shall be designated in this Agreement in the section entitled “Service Agreement Type”.
4. Compensation required by DDS in this Agreement for services and maintenance of computer systems is solely associated with labor charges.
5. Parts or upgrades that are deemed “necessary” and that are recommended as part of “repair” or regular maintenance “upkeep” shall be billed separate and above any fees collected as a result of this contract Agreement.
  1. The Client shall have the right to purchase parts and equipment from an outside source if they deem necessary.
  2. If parts or equipment purchased by the Client from an outside source are determined to be defective, it is the sole responsibility of the Client to seek warranty claim through the manufacturer.
  3. If Parts or Equipment provided by DDS are found to be defective, warranty claim process may be handled by DDS. Technician service charges may be applied for both warranty and out-of-warranty items in completing the warranty or replacement process. However, cost of parts deemed “in-warranty” shall not be charged to the Client unless the Client requests a replacement part or equipment in advance of the warranty item being returned by the manufacturer.
6. Any and all additional services or equipment upgrades recommended or required for the Client must be addressed and acknowledged and with the consent of the designated / responsible Client staff member. This responsible Client staff member shall be designated in the Client information portion of this Agreement.
7. DDS may perform support services for the Client from a remote location at their discretion if remote support is deemed adequate for any given support request.
  1. Support request may be from any of the following sources: via automated remote monitoring software, email, text, website service request portal, or video or voice telephone interaction.
  2. This agreement authorizes all actively employed DDS team members to perform support services without prior consent for any support instance whether it be routine maintenance or emergency issue response.
8. Remote support services may be video recorded at the discretion of DDS.
  1. Any video recorded support sessions may be released to the Client at the request of the Client.
  2. DDS is NOT required to provide video recorded support sessions to the Client unless requested by the Client.
  3. All video recorded support sessions may be destroyed after (90) days at DDS discretion.
9. DDS does NOT guarantee support services will be error free or without incident which may cause interruptions to practice functionality in the course of requested services performed.
10. Any installations or support actions provided by the Client or any party other than DDS for maintenance, software updates, off-site remote monitoring, configuration changes, or other alterations to the network environment or systems hardware without the expressed consent of DDS may result in additional charges (at emergency labor rates) to reverse or resolve issues such actions may cause.

Section B

Contingent upon Service Level Agreement option selected (See Service Level Agreement Options Addendum), these services are combined into one month-to-month service fee. Portions of these services CAN be amended to be added to or removed at any time but shall NOT be prorated if the monthly service cycle set forth in this contract has not yet expired at time of cancellation.

Services provided by DDS are as follows:

Equipment Health Monitoring
1. Selected software application /tools applied by DDS to each compatible device on your network which provides real-time health analysis and report data. This allows our technicians to more promptly and effectively respond to and diagnose any possible equipment health alert notification.
2. Limit of Liability: DDS is released of any fault if the selected monitoring application malfunctions or is otherwise unable to properly diagnose a hardware failure. The monitoring tool is to be used solely as an assistance in establishing an overall health electronic hardware health standard. DDS shall not be held responsible for ANY hardware failure when equipment is properly installed (proper being defined by DDS) or in the case of improper hardware use or hardware deemed “damaged” by the Client.
Antivirus Software Monitoring & Protection
1. Cloud-based antivirus application embedded / included with the RMM equipment health monitoring application to provide real-time virus and security protection. This embedded antivirus application allows DDS to provide updates remotely as well as to provide the ability to generate reports and notifications for potential threats.
2. Limit of Liability: DDS is released of any fault if the selected antivirus software application “malfunctions”. DDS does NOT guarantee that the provided antivirus application can or will fully protect against all hardware infections or intrusions. DDS is released of any fault if or when antivirus software found to be superior to currently utilized antivirus software is released.
3. DDS has the Client’s consent to charge the Client to repair or correct any software or hardware failures or malfunctions not fully prevented by the antivirus application, provided that DDS discloses estimated costs of repair prior to beginning any repairs DDS deems necessary.
4. These repair costs shall be reported to Client’s designated responsible staff member.
5. Client agrees that DDS uses best practices and, to the best of their ability, will research, recommend, and implement best practices antivirus software solutions as often as DDS deems appropriate and in a calendar time-frame which DDS deems appropriate.
Critical Data Backup
1. Limit of Liability: DDS does NOT guarantee that the provided backup software system will NOT malfunction. DDS shall NOT agree to reclaim, reimburse, or compensate the Client for ANY data loss which is found to be caused by a malfunction of the backup software system. The Client agrees that DDS is released of ALL liability in the event of data loss provided that DDS certifiably performed the routine and scheduled quarterly backup test provided in the “Baseline”, “Remote”, or “Complete” Agreement that Client has agreed to, provided that Client is not in breach of this Agreement and is current on all money owed to DDS.
(Included) Critical Data Backup
1. Automated backup software provided and integrated by DDS shall perform complete time-point images of data server to be referred to in the case of server malfunction or any data loss. The Client agrees to purchase any necessary recommended equipment to facilitate proper functionality of this system.
2. DDS will perform quarterly backup checks to ensure proper functionality of the backup software system.
3. Limit of Liability: DDS does NOT guarantee that the provided backup software system will NOT malfunction. DDS shall NOT agree to reclaim, reimburse, or compensate the Client for ANY data loss which is found to be caused by a malfunction of the backup software system.
4. The Client agrees that DDS is released of ALL liability in the event of data loss provided that DDS certifiably performed the routine (and scheduled) quarterly backup test.
Software Updates
1. Microsoft Windows Security Updates are required by both DDS and HIPAA regulations. They must be performed regularly to minimize potential internet or software vulnerability threats.
2. DDS shall have complete discretion on when Microsoft Windows updates are performed and to which systems they are applied. This Agreement gives DDS consent to perform Windows Updates without further acknowledgement or authorization unless otherwise stated in this Agreement and that related charges for performing these services may apply.
3. Servers or Workstations which have been powered-down or otherwise disconnected from network access may need to be manually updated when they are made online. This may incur additional labor charges at the discretion of DDS. It is NOT the responsibility of DDS to ensure that all computer equipment remains “online” and available for necessary security patches and updates at the time which DDS implements them.
4. The Client agrees that any Client-requested or instituted software updates which DDS deems inappropriate or prior to DDS recommendation or which cause harmful or undesirable effects are NOT the responsibility of DDS.
5. DDS shall have the right to charge any additional fees deemed appropriate to reverse or resolve any adverse effects which inhibit server, workstation, or equipment functionality related to such updates.
Systems Health Monitoring and/or Management
1. The Client agrees to allow DDS to install and manage a remote monitoring agent software of their election for the sole purpose of monitoring and managing their information technology systems.
2. The remote monitoring and management system provides the following services:
  1. Systems health monitoring for server, workstation, firewall, and automated backup.
  2. Remote access, unattended.
  3. Scheduled Microsoft Windows Updates.
  4. Scheduled antivirus scans.
  5. DDS has the right to add or remove services provided by the remote monitoring and management system at their discretion at any time. These changes may result in adjustment to the cost of regular Agreement dues.
  6. DDS has the right to make changes to the Client’s systems via the remote access system at any time they deem necessary as part of this Agreement without prior consent.
  7. DDS shall give notice of any changes which affects the Agreement dues prior to performing such actions. This in NO way obligates DDS to receive prior consent for regular systems management, repair, or maintenance which may result in regular or emergency hourly labor charges.
Network Equipment Support
1. Network Equipment Support is defined as any labor related to the maintenance of Client network configuration.
2. Logging
  1. Logging refers to any automated “passive” logging which can be enabled on a network hardware appliance including, but not limited to, server, firewalls, etc.
  2. Logging does NOT obligate DDS to “actively” monitor or log Client network hardware appliance that cannot be configured to “passively” log.
3. Monitoring & Maintenance of networking equipment including firewalls, routers, network switches and any equipment included in the functional trafficking of network data.
  1. Equipment provided by Internet Service Provider (Modem / Router / Radio) shall NOT be monitored—but will be maintained and configured by DDS at their discretion. DDS does NOT guarantee an active internet service connection. This is the sole responsibility of the Internet Service Provider.
  2. Monitoring shall be limited to supported Professional versions of software (Home versions of software Operating Systems will NOT be supported).
4. Server Support labor shall consist of the following, unless expressly written in this Agreement:
  1. All labor related to the maintenance of server hardware and its operating system.
  2. All practice-critical software (i.e. practice management, imaging, credit charge systems, backup, antivirus, security & encryption)
5. Workstation Support labor shall consist of the following, unless expressly written in this Agreement:
  1. All workstation hardware within the practice physical location that is inventoried with DDS.
  2. All practice-critical software (i.e. practice management, imaging, credit charge systems, antivirus, and Microsoft Office productivity software).
  3. Any workstations NOT located on the physical premises are NOT the responsibility of DDS to maintain. DDS reserves the right to refuse support services to ANY workstation or equipment located in any physical location other than physical practice location listed with DDS.
  4. DDS reserves the right to accept or deny support services to any computer hardware or equipment that is NOT located on Client’s physical site premises.
Third-Party Software
Client agrees to retain active (and in good standing) service agreements with Practice-Critical software vendors to the best of their ability.
1. DDS has the right to terminate this Agreement if failure to retain Practice-Critical software service agreements causes disruption in the ability of DDS to properly and fully support Client in maintaining a “healthy” software functionality status.
2. DDS is NOT a substitute for software or hardware vendor support agreements.
3. It is NOT the responsibility of DDS to maintain or renew any vendor support agreements on behalf of Client.
4. The Client agrees to any charges incurred by the software or hardware vendor deemed necessary by DDS in the process of resolving issues related to the critical nature of “normal” business practices.
5. DDS is in NO way responsible or liable for incurred or outstanding charges by the software or hardware vendor.
Support Records
Client has the right to request a copy of support history for up to (90) days for the following reports:
1. Service Tickets
2. Backup logs (backup services officially implemented by DDS only)
3. Windows Updates
4. Antivirus Logs
5. Firewall Logs
  1. Client understands that Firewall logs are only available where Sonicwall, or other designated and approved firewall, is used.
  2. Client understands that Firewall logs may be limited to (30) day history.

Section C

Client shall be responsible for the following enumerated items:

Internet
1. Client agrees to maintain a full-time, dedicated internet connection at all times.
2. Internet speed shall be 7 megabit or higher (where available).
3. DDS has the right to bill for the additional time for remote or on-site work which is inhibited by or which causes excessive labor hours due to insufficient internet speeds.
4. Client shall maintain at least (1) static IP address provided by service provider for network configurations where DDS deems it necessary for proper functionality.
  1. Failure to maintain at least (1) static IP which causes disruption in Client network performance or DDS’ ability to properly support the Client may result in termination of this Agreement without prior notice.
  2. This includes allowing internet service provider static IP monthly service dues to lapse, whether intentional or by negligence.
Facility Access
1. Client agrees to allow physical access to any facility location which is in any way involved with technology services including: shared building utility closets, attic or crawlspace or general office space.
2. Client shall provide DDS with Any necessary keys and/or passcodes.
3. Client agrees to allow uninterrupted remote access via internet connection to any technology equipment serviced by DDS at all times unless expressly made exempt by DDS and which is amended and acknowledged in this Agreement.
4. Client agrees to keep all equipment, including servers, workstations, and network equipment, powered on at all times unless arrangements are made to power down such device. Failure of Client to confirm such “power-down” arrangements have been made and which results in a disruption in the ability of DDS to properly perform support services may result in termination of this Agreement without prior notice.
5. Client agrees to log-off of all servers and workstations when not being utilized and shall not tamper with “auto log-off” settings set by DDS.
Regulatory Compliance
1. Client acknowledges the role of the Covered Entity under HIPAA (Health Insurance Portability and Accountability Act).
2. DDS acknowledges that DDS may be defined as a Business Associate of Client, and as such, will take commercially reasonable efforts to comply with applicable HIPAA laws and regulations apply.
3. This Agreement in NO way guarantees the Client to be fully HIPAA Compliant in its current state or by any designated date other than under a regular progress schedule deemed appropriate by DDS.
4. It is understood and agreed that if Client is a "covered entity" as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the federal "Standards for Privacy of Individually Identifiable Health Information" promulgated thereunder at 45 CFR Parts 160 and 164, and DDS is defined as a Business Associate of Client, the use or disclosure of any person's protected health information is governed by the Business Associate Agreement, attached hereto. Further, Client agrees that Client has been informed with information regarding certain requirements of HIPAA for covered entities, including but not limited to, the need for a compliance officer, performance of a risk analysis, implementation of policy and procedures, login monitoring and password protocols, protection from malicious software, data backup plan, disaster recovery plan, proper data disposal procedures, and security updates to software and hardware. Client releases and indemnifies DDS for any claims against DDS as a result of not implementing and executing any and all HIPAA compliance matters.
5. Client agrees that it is their responsibility to request security planning or consultation meetings with DDS.
6. Investigations, as part of a data breach investigation or random audit are NOT covered under this Agreement. All requests for reports, documentation, or other network-obtainable audit material shall be billed at the regular billable service rate. Emergency requests for such investigative report or audit material shall be billed at the regular emergency rate of $180 per hour.
7. Client is solely responsible for all PCI (Payment Card Industry) attestation or qualification.
8. DDS reserves the right to accept or refuse additional consultation regarding PCI compliance.
9. DDS reserves the right to accept or refuse additional consultation regarding HIPAA risk assessments or questionnaires provided by third party vendors on behalf of the Client.
Compensation
1. Final payment for any invoices in addition to monthly service Agreement dues shall be received within 30 days of service work completed. The term completed shall be defined and at the sole discretion of DDS.
2. DDS is NOT responsible for invoices deemed “not received” at the email address designated by the Client.
3. Client acknowledges that monthly contract plan dues are collected in a prepaid manner for the upcoming month and will be charged on the credit card provided by the client via an auto payment on the 10th of each month.
4. Acceptable payment methods are: Client check (Preprinted with Client business name and payable to Digital Dental Solutions, Inc.) or Credit Card (Visa, Mastercard, American Express) only.
5. Client shall maintain a credit card that is chargeable and in good standing on record with DDS at all times.
6. DDS reserves the right to suspend or terminate services and support if Client’s account is not paid in full by the 10th day of each month unless otherwise stated in this Agreement.
7. Client shall begin payment of this monthly support contract at the date of the signing of this Agreement.
8. Client is responsible for equipment or services approved and/or requested by any staff currently employed by the Client.
9. Any check returned by the Client’s bank or credit card charge which is declined shall be immediately collected upon demand by DDS along with any bank service charges and other documented charges incurred by DDS in the collection of regular dues or other debt.
10. Client agrees to make contract due payments in full each month without deduction or items in dispute.
11. Monthly Agreement dues shall be paid as agreed upon regardless of whether monthly service Agreement invoice has been “received”.
12. Additional Equipment or Service work not included in this monthly service Agreement shall be billed separately.
13. Additional billable items include, but are NOT limited to:
  1. Additions of hardware, software, network equipment, subscriptions.
  2. Moving of hardware or software.
  3. Changes or upgrades in hardware or replacement of defective hardware.
  4. Support outside of normal business hours.
  5. E-waste recycling fees (determined at time of disposal at DDS facility).
14. The following applies to late payment and collections.
  1. A 10% interest charge will be assessed to invoices outstanding for more than 30 days.
  2. All invoices outstanding for greater than 60 days will be referred to a collection agency.
  3. DDS is NOT responsible for and the Client agrees to any methods collections agency deems appropriate in obtaining compensation for any outstanding balances.
  4. Client understands that collection agency may use dialing equipment (including prerecorded or artificial voice) and text or email messaging. No claim may be made under the Telephone Consumer Protection Act, 47 U.S.C. 227 for such actions.
  5. Invoices in dispute do NOT release the Client of obligation to pay recurring monthly service Agreement.
  6. DDS reserves the right to determine whether 10% interest charge will be applied or complete suspension or termination of contract shall be exercised if monthly service Agreement is delinquent.
15. Reinstatement of Agreement
  1. A fee equal to one month, not including the current month’s dues, of service shall be applied to all accounts deactivated due to non-payment or intended cancellation.
  2. Terms of reinstatement and level of services provided upon reinstatement of canceled or terminated Agreement are at the discretion of DDS.
Service Response
DDS will provide the following with regard to Service Response:
1. Regular support hours: Monday-Friday from 8am to 5pm PST – excluding national holidays.
2. Response time for phone, remote, or on-site support shall be next DDS regular support day unless earlier support can be scheduled.
3. Although DDS will make every effort to offer necessary support outside of regular support hours, DDS reserves the right to respond to any requests for service made outside of regular support schedule in a time-frame which DDS deems appropriate after the start of the next DDS regular service day.
4. Emergency “outside of regular support hours” support will be assessed at the time of the Emergency.
5. DDS in no way guarantees that response time is time to “resolution” of support issue.
6. Support requests may be communicated to DDS via:
  1. Technical Support 916-458-6210
  2. Email christy@ddstech.com
7. DDS is not responsible for service requests which it fails to receive properly and does NOT guarantee that all support requests will be received.
8. The Client understands that it is the responsibility of the Client to ensure that DDS has received and fully understands the support request.
9. It is not recommended that you call or text technicians directly, as this could delay your service being scheduled promptly. Please call or email the office to have tickets for remote or onsite service calls created and coordinated.
Refunds and Returns
The following is the Refund and Return policy.
1. All labor charges are non-refundable.
2. Special order products are non-refundable.
3. Licensed software is non-refundable.
4. Returns of equipment are at the sole discretion of DDS.
5. Refund of any kind of monthly Agreement dues shall be at the sole discretion of DDS.
6. Remainder of monthly service dues will be forfeited in the event another IT service provider modifies, deactivates, uninstalls, or in any way alters the functionality of software or hardware provided to perform functions inherent in this Agreement which result in the termination of this Agreement.
Dispute Resolution
Dispute Resolution shall be handled as follows:
1. Client and DDS each waive any right to a jury trial in connection with any and all disputes arising out of or relating to this Agreement.
2. In the event of any dispute arising out of or related to this Agreement, the attorney’s fees of the prevailing party in any such dispute shall be paid by the other party.
3. Notwithstanding any law providing a longer statute of limitations, any claim or cause of action arising out of or related to the Agreement and / or Client’s use of services included in this Agreement must be filed within one (1) year after such claim or cause of action arises, without regard to the date such claim or cause of action was discovered, or such claim or cause of action shall be forever barred and forfeit.
Limitations of Liability
IN NO EVENT SHALL DDS HAVE ANY LIABILITY TO THE CLIENT OR ANY OTHER PARTY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OR INABILITY TO USE ANY SERVICES PROVIDED BY DDS, INCLUDING ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OR PROFITS, LOST SAVINGS, LOST REVENUE, LOSS OF USE OF EQUIPMENT, LOST DATA, COST OF SUBSTITUTE OR TEMPORARY EQUIPMENT, SERVICES, DOWN-TIME, OR CLAIMS OF CLIENT FOR SUCH DAMAGES, WHETHER THE CLAIMS BE IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, INDEMNIFICATION OR OTHERWISE, EVEN IF DDS HAS BEEN ADVISED OF SUCH POTENTIAL DAMAGES.

THIS LIMITATION APPLIES TO ALL CAUSE OF ACTION AND OBLIGATIONS IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, ANY CLAIM OF BREACH OF CONTRACT OR NEGLIGENCE. IN ALL EVENTS NOT PROVIDED BY THIS AGREEMENT AND WHERE PERMITTED BY LAW, DDS WILL BE LIMITED TO CLIENT’S DIRECT DAMAGES IN AN AMOUNT UP TO THE CUMULATIVE ANNUAL AMOUNT OF CHARGES PAID TO DDS. DDS’S ENTIRE LIABILITY AND THE CLIENT’S EXCLUSIVE REMEDIES FOR DDS’S LIABILITY OF ANY KIND, INCLUDING LIABILITY FOR NEGLIGENCE, FOR PERFORMANCE, NON-PERFORMANCE, OR DELAYS IN PERFORMANCE BY DDS UNDER THIS AGREEMENT ARE LIMITED TO THOSE CONTAINED IN THIS AGREEMENT WHERE PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DDS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT OR INDIRECT DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, BUSINESS INFORMATION OR ANY OTHER FINANCIAL LOSS.
1. Customer acknowledges and agrees that the use of any technology includes unavoidable risks and that no technology is 100% void of or immune from attack or human error. Client agrees to indemnify, defend, and hold harmless DDS from and against all claims, cause of action, cost, fine or fee, demands, liabilities, damages, losses, expenses, including attorney’s fees and lawsuits which may be asserted against or incurred to DDS by or due to any person not a party to this Agreement for any expense, unintentional or accidental disclosure, misuse, or erasure of data, or any breach of security, loss or damage including, but not limited to, statutory civil damage, personal injury, death and / or property damage, real or personal, arising out of the design, sale, lease, installation, repair, service, dispatch, maintenance, monitoring, recording of communications, operation or no operation of the equipment, whether due to the sole, join or several negligence of DDS or its agents, servants, employees, suppliers, or subcontractors, breach of contract, express or implied, breach of warranty, express or implied, product or strict liability, and / or any claim for contribution or indemnification, whether in contract, tort, or equity. Notwithstanding anything contained herein to the contrary, this paragraph shall not apply to claims for loss or damage caused directly and solely by the negligence of an employee of DDS while at Client’s premises, provided, however, that this exception shall be limited to the amount of proceeds received from DDS’s insurance policy or policies applicable to the claim or action.
2. DDS is not liable or responsible for intrusions, viruses, data, data loss or corruption, hardware or software malfunction.
3. DDS shall not be liable for delays in performance due to acts of god, fire, flood, acts of terrorism, acts of civil or military authority, inability to obtain or delays in obtaining suitable material or facilities required for performance, or temporary unavailability of qualified personnel, power outages, power surges, or other power issues, cable provider issues, or other causes beyond its reasonable control or failure by Client to provide full and appropriate access to equipment.
Modification of Agreement
1. This Agreement may be modified or amended by DDS from time to time. DDS shall provide Client notice of the amendment to the name and email address or mailing address on file with DDS.
2. Contract cost is based on the quantity of workstations per month. Additions of quantities outlined in the “services” section may increase or decrease the Agreement’s monthly dues based-upon the exact quantities used, increased, decreased, or services added or deleted. The Contract Agreement will automatically adjust and charge for the total amount of workstations on your network.
Severability
In any event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will continue to be valid and enforceable with the invalid and unenforceable parts severed from the remainder of this Agreement.
Confidentiality
1. DDS and the Client agree that any and all information which is deemed “sensitive” or “confidential” and that is deemed “proprietary” to these two parties shall not be disclosed to ANY third party without the written consent of both parties.
2. Information deemed “sensitive or “confidential” includes but is not limited to: information relating to that entities products or services provided, purchasing, accounting, pricing, marketing, and Clients not known – or which should become known through consequence or the working-relationship- in this binding relationship.
3. Confidential Information does not include any information:
  1. which is or subsequently becomes available to the general public other than by breach of binding information by the opposite party.
  2. which is already known to the opposite party before disclosure by the opposite party
  3. which is developed through the independent efforts of the receiving party or
  4. for which the receiving party rightfully receives from a third party without restriction as to its use.
Agreement Acceptance
By signing this Agreement, the Client acknowledges complete acceptance of all included terms of this Agreement.

Any payment made toward a monthly service fee pertaining to this Agreement shall stand as acceptance of the terms of this Agreement, regardless of circumstance or time-point of signing of this Agreement.

Client may NOT amend this Agreement by addition or removal of any words or punctuation without the expressed written consent of BOTH parties in this Agreement.