Terms and Conditions

Terms & Conditions (“T&C”) governs the legal relationship between Trust Tech, LLC (“Company”) and all Company clients (“Clients”).  Every accepted Quote (“Order”) issued by Company includes and is subject to these T&C.  Each Order, supporting documents (if any) and these T&C shall constitute the agreement between the parties (“Agreement”). 

An Order may contain terms for the sale of Products, use of Software and/or the providing of Services by Company.

All sales of products and finished goods by Company to Client shall be pursuant to the following standard terms and conditions. Products may include, but are not limited to hardware products, and other items, all as further outlined in a Quote (collectively “Products”). All Orders for Products are made pursuant to, and are incorporated into, the Agreement. Unless otherwise specified in an Order, Client shall be responsible for the installation and configuration of Products.

1. Product Descriptions. Company does not warrant that Product descriptions or other content of any Product is accurate, complete, reliable, current, or error-free. Client agrees to verify all Product information and specifications with the manufacturer of said Products prior to purchasing any Product from Company.  Any request to return a Product shall be subject to the Product Returns policy.
2. Orders.  To place an Order with Company, Client must provide Company with Client’s name, shipping address, billing address, telephone number, payment information, and any other information required by Company.  Each Order shall be automatically incorporated by reference into this Agreement and all Products shall be provided subject to and in accordance with the terms of this Agreement and the applicable Order.  Client consents to transact Order(s) electronically. Company may, in its sole discretion, at any time after receiving Client’s Order, accept or decline Client’s Order for any reason. In addition, Company may, in its sole discretion, cancel Client’s Order and limit Order quantity. Where Client’s Order is declined, cancelled or limited, Company will inform Client of the same by appropriate means and Client will not be charged. If, however, Client’s Order is limited or canceled by Company after Client’s payment has been processed for the purchase, Company will issue a refund in the amount of the charge.  Company reserves the right to process payment for and ship portions of each Order separately.
3. Third-Party Vendors.  Company may, in its sole discretion, fulfill Orders through third-party vendors (“TPV”).  In such instances, Company is the seller of record; however, Product(s) are sold, shipped, fulfilled and otherwise processed by a TPV.  Where Company utilizes a TPV, each TPV, and not Company, is solely responsible for fulfilling, processing and delivering the Order to Client and bears all liability and risks associated with, or related to, any Product that is sold and shipped by that TPV that is purchased by Client through the Company.  Client agrees and acknowledges that Client will be bound by additional terms and conditions mandated by TPVs and that it is Client’s responsibility to actively familiarize itself with such terms and conditions.  Client agrees and acknowledges  that cancellation and renewal terms vary from one TPV to another, and that Client is solely responsible for any fees associated with any renewal or cancellation for the entire term of the applicable billing period.  Client shall not modify, reverse engineer, or disassemble any Product in any way, except as expressly permitted by the terms for such Product.
4. Shipping.  Client is responsible for, and must pay, all shipping, handling, and insurance charges.  Risk of loss and title to any Products passes to Client upon delivery of the Products to Client’s designated shipping point.  Client’s total cost for the purchase of any Product will include the shipping and handling charges shown on the Order. Client’s original shipping fees are non-refundable in the case of a returned Product. Said fees are paid for the services provided by and to the original carrier and will not be refunded to Client if any Product is returned for a refund to Company.  Company will arrange for shipment of ordered Product(s) to Client, and risk of loss, delay, or damage to the Product(s) shall pass to Client upon delivery to the carrier. Title to the Product(s) – excepting Software – shall also pass to Client upon delivery to the carrier. Company will advise Client of estimated shipping dates, but Company will, under no circumstances, be responsible for delays in delivery, and associated damages, due to events beyond its reasonable control.
5. Client Inspection.  Client must immediately inspect all Products for damage and for conformity with the Order. If Client does not provide Company with written notice of any damage to Product(s) or non-conformity with the Order within three (3) calendar days of receipt of the Product(s), Client will have accepted the Product(s) and any and all defects and non-conformities are waived by Client.  Acceptance by Client of custom-designed Products provided by Company constitutes an acknowledgment that Client has reviewed the designs for such Products and is satisfied that the design meets all specifications, requirements, and standards applicable to such Products. In the event Client provides notice of damage or non-conformity, such notice must describe any damage or other non-conformity in reasonable detail, and Client must afford Company a reasonable opportunity to inspect the Products. No Products will be taken back and credited or replaced unless arrangements for return have been made with Company.
6. Product Returns.  New, unopened, and unused Products in their original packaging may be available for returns, refunds, or exchanges subject to each Product’s manufacturer’s return policies.  Opened Products cannot be returned, refunded, or exchanged.  For any return-related inquiries, Client must contact Company using the contact information provided on the Order

Pursuant to the license granted by a licensor (each a “Licensor” and collectively, “Licensors”) to Company for each software product offered by Company, Company may supply certain software product licenses to Client, which shall be further detailed in the Quote, and which Client shall use solely for Client’s internal business purposes, subject to the terms and conditions of this Agreement (the “Software”).  Any purchase by Client from Company for Software is a purchase for a license, or multiple licenses, to the Software and as granted by the Software, and not that of a purchase of the Software itself.  The Software is the exclusive property of its corresponding Licensor and is protected by copyright, trade secret, and other intellectual property laws. Client shall not acquire any ownership or other interest in the Software except as expressly provided herein.  All Orders for Software are made pursuant to, and are incorporated into, the Agreement.  Software bundled with hardware must be used solely with the intended Product and shall not be transferred for other use.

1. Supplemental Terms.  Client acknowledges and accepts Client’s license to the Software subject to, and in accordance with, the applicable Supplemental Terms, and Client reasserts its agreement to the Supplemental Terms each time Client uses or otherwise accesses the Software.
2. Sufficient Number of Licenses.  Client must ensure that Client acquires a sufficient number of licenses for the Software to match the maximum number of users and/or devices that may access or use the Software under this Agreement. Client shall promptly notify Company of any known or suspected failure by Client to possess sufficient numbers of Software licenses.
3. Delivery.  Title to Software will remain with the Licensor(s) or TPV, as applicable. All Software is provided subject to the Supplemental Terms. Client agrees to be bound by any Software license agreement once Acceptance is made. Company will advise Client of estimated delivery date of the Software, but Company will, under no circumstances, be responsible for delays in delivery, and associated damages, due to events beyond its reasonable control.
4. Administrative Access.  Client grants to Company the right to administrative access to the Software and shall provide to Company any necessary administrative access credentials on behalf of Client for any purpose, including without limitation: (i) Company’s fulfillment of technical support obligations; (ii) to audit Client’s use of the Software to ensure compliance with the terms and conditions of this Agreement whereby Client shall provide Company with access to its records and facilities as reasonably necessary to conduct such audits; and (iii) the Services
5. Privacy Obligations.  Client shall notify its authorized users of the Privacy Policy and additional privacy policies provided under the Supplemental Terms.
6. Term and Termination.  The start date for the Software will be the earlier of the Effective Date and the date expressly identified on the Order, and the term of the Software will continue until the end of the applicable term commitment (“Software Term”). If Client terminates its use of any Software prior to the expiration of the Software Term for that Software, Client remains responsible for all remaining charges for that Software Term throughout the Software Term.  Software will renew automatically for an additional renewal term in accordance with the corresponding Supplemental Terms, unless Client cancels the Software in accordance with the Supplemental Terms.
7. Fees and Charges.  Client agrees to pay Company the fees and charges for the Software as outlined in the Order. If Client exceeds the usage limits applicable to the Software, Client agrees to pay for the fees and charges for such additional usage. For any extension of a Software Term or the provisioning of a Software upgrade, the then-current price will apply, unless otherwise mutually agreed in writing by authorized representatives of the Parties.  Company may change the fees and charges for the Software from time to time at the Company’s sole discretion. Company will notify Client of any such changes by sending notice by e-mail or regular mail. License keys have cash value. If any license keys associated with an Order or the use of the Software are lost or used, none of the license keys associated with that Order or that Software will be eligible for return or refund, unless otherwise agreed by the TPV.
8. Restrictions on Use.  The Software may only be used for lawful purposes.  The license granted to Client is limited to the specific number of users or instances specified in the Quote.  Client shall not, and shall not permit any third party to: (i) copy, modify, translate, make media translations, adapt or create derivative works based on the Software; (ii) reverse engineer, decompile, modify, merge, separate, disassemble or make any attempt to discover the source code of any part of the Software; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party; (iv) use the Software in violation of any applicable law, rule, or regulation; or (v) use the Software in any manner not expressly authorized by this Agreement.  If Client comes into possession of any source code for any Software, that is not generally provided by the Licensor as part of the Software, Client will not use or disclose the source code in any way and will immediately deliver all copies of such source code to Company.  Use of the Software, and any additional restrictions thereto, are provided by the Supplemental Terms.
9. Software Intellectual Property.  All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, source code, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Licensor Property Rights”) in and to all documents, work product, and other materials that are delivered to Client or prepared by or on behalf of the Company in the course of providing the Software are owned by the Licensor.  Unless otherwise provided in writing by Licensor at any time, Licensor grants Client a license to use all Licensor Property Rights in accordance with the Supplemental Terms.  Client will immediately inform Company by e-mail, if it becomes aware of any facts indicating that Client or any person, entity, or firm is or may be infringing any Intellectual Property rights of Licensor.

10. Software Returns.  All Software purchases are final and are not eligible to be cancelled, returned, refunded, or exchanged.

All sales of services offered and supplied by Company to Client shall be pursuant to the following standard terms and conditions. Services may include, but are not limited to implementation, configuration, administration, support and maintenance of Client’s computer(s), Network (as hereinafter defined), Connection (as hereinafter defined), infrastructure, data, software, and other services, all as further outlined in an Order (collectively “Services”).  All Orders for Services are deemed to be made pursuant to, and are incorporated into, the Agreement.

Scope of Services.

1. Orders.  Company agrees to perform the Services in accordance with the various Orders.  Each Party agrees to cooperate with and provide reasonable support to the other Party in connection with each Order.  Each Order, when executed by Company and Client shall be automatically incorporated by reference into this Agreement and all Services shall be provided under the terms of this Agreement and the applicable Order.
2. Services.  Company shall provide the Services in a professional and workmanlike manner. Client agrees that Company shall have reasonable access to Client’s facilities, staff and resources, as necessary, to perform the Services. Client acknowledges and agrees that, in order to perform the Services, Company shall have access and is permitted to have a Connection to Client’s computer Network. “Connection” shall mean any data connection established between Client’s computer Network and Company, whether remotely from equipment located at the Company’s data facility and/or from the Company’s equipment or at the Client’s facility, to provide Company with access and use to the Network or to allow Company a data Connection with third party networks. “Network” shall mean program interfaces, structures, functionality, computer code, databases and the like, wired or wireless computers, servers, routers, cables and other equipment which can transmit or store data electronically which form Client’s local and worldwide area networks, whether physical or virtual.

3. Timeline for Delivery.  All Services required to be provided by Company pursuant to this Agreement or an Order shall be provided in accordance with the timelines set forth in the applicable Order.

4. Change Requests.  Any request to alter, modify, or change the scope of the Services under an Order shall be submitted by Client in writing, where possible.  Where such written requirement is not feasible, verbal change requests may be considered by Company.  Subject to Company’s sole discretion, Company may require Client to submit a written change order.  All change requests are subject to Company’s approval, in each instance, and all approved change requests shall be incorporated into and made part of this Agreement.  Client acknowledges and agrees that Company may assess additional charges for any approved changes requests, including without limitation additional charges for labor, material or other associated costs, and any such charges shall be subject to the Payment Terms hereinafter defined.

This Agreement shall remain in effect on a month-to-month basis commencing on the date when the Quote from Company is signed by the Client (“Effective Date”) and shall continue until terminated consistent with the Agreement.

Client may terminate the Agreement for any reason by providing Company with at least sixty (60) days’ prior written notice. Client acknowledges and agrees that:

• All monthly fees due during the sixty (60) day notice period are owed in full and will not be prorated, regardless of whether Client requests that services end earlier than the expiration of the notice period.
• THIS TERMINATION RIGHT DOES NOT APPLY TO THIRD-PARTY SUBSCRIPTIONS OR LICENSE AGREEMENTS (e.g., software, cloud services, or hardware maintenance plans) that Company procures, manages, or supports on Client’s behalf. CLIENT REMAINS BOUND BY THE APPLICABLE TERMS OF THOSE THIRD-PARTY AGREEMENTS FOR THEIR FULL DURATION.

Company may terminate this Agreement:

• At any time, with or without cause, upon thirty (30) days’ prior written notice; or
• For nonpayment, if payment remains unpaid after fifteen (15) days’ prior written notice from Company.
• Any uncured default under the Agreement after fifteen (15) days’ prior written notice from Company.

• All monthly fees due during the sixty (60) day notice period are owed in full and will not be prorated, regardless of whether Client requests that services end earlier than the expiration of the notice period.
• THIS TERMINATION RIGHT DOES NOT APPLY TO THIRD-PARTY SUBSCRIPTIONS OR LICENSE AGREEMENTS (e.g., software, cloud services, or hardware maintenance plans) that Company procures, manages, or supports on Client’s behalf. CLIENT REMAINS BOUND BY THE APPLICABLE TERMS OF THOSE THIRD-PARTY AGREEMENTS FOR THEIR FULL DURATION.

Upon termination, Company will provide reasonable assistance to transition services to Client or its designated provider. Such transition services shall be billed at Company’s then-current standard hourly rates, plus any out-of-pocket expenses, including but not limited to data transfer, training, license transfers, or equipment removal.  Upon request by Client, a separate Quote will be prepared and provided to Client. Should this Agreement be terminated because of Client’s nonpayment, any transition assistance will only be provided upon upfront payment of the outstanding balance and payment to Company of the estimated transition assistance costs.  Client remains responsible for all fees accrued during the sixty (60) day notice period, and any unpaid invoices.

1. Client shall be in default under this Agreement if:
   1. Client fails to make any payment required under this Agreement.
   2. Client fails to comply with any other covenant, condition, or provision of this Agreement (other than payment obligations), and such failure continues for fifteen (15) days after written notice is sent from Company.
2. If Client fails to cure a default within the applicable time period, Company may terminate this Agreement pursuant to Article II(B).

1. Managed Services Fees. The monthly fee for Managed Services will be outlined within a separate Quote. Invoices are issued within the first five (5) business days of each month for the prior month’s services. Payment is due within thirty (30) days of the invoice date unless otherwise agreed to in writing.
2. Other Fees. Fees for hardware, software, support labor, retainers, and subscription services (including but not limited to software-as-a-service licenses) are invoiced separately from Managed Services. Such fees will be invoiced as incurred and are due within thirty (30) days of the invoice date, unless otherwise stated on the invoice.
3. Service Quantity Adjustments. Client may request to add or remove covered devices, users, or systems at any time. Increases will be reflected on the next monthly invoice. Decreases made during a billing period will take effect on the following month’s invoice; no proration or credit will be applied for partial-month reductions. This flexibility applies only to Managed Services fees. THIRD-PARTY SUBSCRIPTION OR LICENSE SERVICES THAT COMPANY PROCURES, MANAGES, OR SUPPORTS ON CLIENT’S BEHALF REMAIN SUBJECT TO THE APPLICABLE TERMS OF THOSE THIRD-PARTY AGREEMENTS.
4. Suspension of Services. Company reserves the right to suspend services if any invoice remains unpaid more than ten (10) days past the due date. Company will provide written notice prior to suspension of services.  Suspension of services does not relieve Client of its payment obligations, and all fees will continue to accrue during any suspension period.

Company offers two levels of Managed Services under this Agreement: Essential and Professional. The specific services purchased by Client will be indicated in the accompanying Quote.  All Managed Services clients receive access to Company’s ticketing portal and may contact the help desk by phone at 219-464-9999 to request service.

Includes monitoring and preventative care for covered systems but does not include direct support for end users or troubleshooting. Services include:

• Health and performance monitoring of covered workstations, servers, and network devices.
• Installation of critical updates and security patches as determined by Company.
• Managed detection and response (MDR) with monitoring by a Security Operations Center (SOC).
• Alerts to Company and Client regarding critical issues or outages.
• Regular reporting on the status of covered systems.

Client Responsibility: Under Essential Managed Services, Client is responsible for resolving any issues or incidents identified. If Client requests Company’s assistance, such work will be billed separately as project or support labor.

Includes all Essential Managed Services  plus full support for covered systems and users. Services include:

• Remote and, when Company determines necessary, on-site support for covered workstations, servers, and network devices.
• Help desk support for end users during standard business hours (Monday–Friday, 7:00 a.m. to 5:00 p.m. Central Time).
• Engineering support for systems and infrastructure during business hours (Monday–Friday, 8:00 a.m. to 5:00 p.m. Central Time).
• Troubleshooting and resolution of day-to-day issues affecting covered systems, including network and server performance issues.
• Coordination with third-party vendors when necessary to resolve covered issues.
• Preventative maintenance and monitoring as listed under Essential Managed Services.

Professional Managed Services covers routine, day-to-day support tasks necessary to maintain the operation of covered systems and users. Examples include: Adding or removing users, installing supported patches, troubleshooting Wi-Fi or printing, investigating server/network performance issues, and assisting with password resets.

Professional Managed Services does not include work that is project-based, one-time, or outside normal day-to-day support. Examples include: Operating system upgrades, migrations, network/server upgrades, major deployments, or office buildouts. Company will use commercially reasonable efforts to troubleshoot and resolve issues affecting covered systems; however, Client acknowledges that hardware replacement or additional hardware required to resolve issues is not included, and Company is not responsible for the performance of third-party business applications unless specifically included in writing.

1. The following are not included under either Essential or Professional Managed Services. If requested, such items may be quoted and billed separately at Company’s then-current rates:

• Remediation of or recovery from ransomware, malware, viruses, unauthorized access, data breaches, or other cybersecurity incidents.
• Support or service required due to modifications made to systems, equipment, or configurations without Company’s prior knowledge or authorization.
• Support for hardware or software that is no longer supported by the manufacturer or that Company has identified as end-of-life or incompatible with managed services.
• End-user or staff training.
• Supplies such as printer toner, ink, paper, or other consumable materials.
• Support for the functionality, performance, or troubleshooting of third-party business applications unless specifically included in writing.
• Issues arising from acts of God, natural disasters, power outages, internet service provider outages, or other causes outside of Company’s reasonable control.
• Repairs or support required due to physical damage, accidents, misuse, neglect, or environmental factors (e.g., water damage, electrical surges).
• Support for devices, systems, or locations not designated in writing as part of Client’s covered environment.

The following Supplemental Terms, which may be attached to the Agreement as a hyperlink or other digital reference, are incorporated into and form an integral part of the Agreement and govern Client’s use of each corresponding Software thereto.  The Supplemental Terms, or any part thereof, may be unilaterally altered, modified or otherwise amended and may otherwise impose new terms and conditions applicable to Client’s use of the corresponding Software.  Client agrees to comply with, and be bound by, the Supplemental Terms and any alterations, modifications, and amendments to the Supplemental Terms, as the same may be altered, modified or amended unilaterally from time to time at Company’s sole discretion.  If, while providing Services, Company is required to comply with any additional third-party supplemental terms, or where the third-party supplemental terms are modified or amended, Company reserves the right to modify or amend any applicable Quote, or these Terms, with Client to ensure continued compliance with the terms of the third-party supplemental terms.  Failure of Client to comply with the Supplemental Terms shall constitute a material breach of the Agreement.  Client agrees to hold harmless and indemnify Company against Client’s breach or violation of any of the terms and conditions included in the Supplemental Terms.

Client’s use of Adobe Cloud Subscription Products, Software, Services or other features are further governed by the terms and conditions, incorporated into this Agreement by reference with the same force and effect as though fully set forth herein, available at: https://us.cloud.im/legal/adobe-cloud-terms.aspx/

The following terms and conditions shall apply to Client’s use of Dell Technologies Products, Software or Services.

1. Dell Technologies is a third-party beneficiary of the Agreement between Client and Company, and Dell Technologies may enforce any and all applicable flow down terms and conditions, from any separate agreement by and between Dell Technologies and COMPANY, directly against Client or through COMPANY.
2. Materials may not be used, sold, leased, exported, imported, re-exported, or transferred (i) except in compliance with such laws, including, without limitation, export licensing requirements, end user, end-use, and end-destination restrictions, prohibitions on dealings with sanctioned individuals and entities, including but not limited to persons on the Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals and Blocked Persons List, or the U.S. Department of Commerce Entity List, Denied Persons List, Military End User List, and Military Intelligence End User List and (ii) to Russia or Belarus without Dell’s prior written authorization. Client represents and warrants that it is not the subject or target of, and that Client is not located in a country or territory (including without limitation North Korea, Cuba, Iran, Syria, and Crimea and the so-called Donetsk People’s Republic and Luhansk People’s Republic) that is the subject or target of, economic sanctions of the United States, European Union or other applicable jurisdictions (collectively, “Sanctions”).
3. In connection with Dell’s performance or Company’s or Client’s use of the Products, Services, and Service Software, Dell may collect system data on the configuration, operation, performance and use of Products, Services, and Service Software through a telemetry collector (“System Data”), provided that this does not encompass any production data stored or processed by Client on or with a Product or Service. Company’s or Client’s disablement of such features may entail disruption or disablement of the Product, Service or Service Software, as advised by Dell in the documentation or otherwise. System Data may be: (i) used by Dell or (ii) shared with third parties for lawful technical and commercial purposes, provided that any transfer by Dell to third parties requires appropriate protection of the confidentiality of Client and Company-specific information and must be in line with applicable laws.
4. Dell shall exclusively own and retain all rights in System Data that is anonymized, i. e. that neither identifies Company, nor Client, nor is personally identifiable with an individual, and such data shall be considered Confidential Information of Dell.
5. Client hereby grants to Company and Dell a perpetual, irrevocable, non-exclusive, non-transferable license to use any and all Client data in accordance with the “Customer Data Terms and Conditions,” incorporated into this Agreement by reference with the same force and effect as though fully set forth herein, available at: https://www.delltechnologies.com/asset/zh-tw/solutions/business-solutions/legal-pricing/customer-data-terms-gc-en.pdf.
6. Client agrees that it will obtain all necessary rights, permissions and consents associated with non-Dell software or other components that Company and its Affiliates direct or request that Dell or its Affiliates use with, install, or integrate as part of the Dell’s Offerings. Client is solely responsible for notifying Company immediately of any data that will be provided to or accessed by Dell in the provision of the Offerings to ensure that it does not contain: (i) data that is classified, ITAR (International Traffic in Arms Regulations) related data, or both; or (ii) articles, services, and related technical data designated as defense articles and defense services.
7. Client will defend and indemnify Dell and its Affiliates against any third party claim resulting from a breach of any of the foregoing obligation under this Trade Compliance section, or from Client’s infringement or misappropriation of intellectual property rights of Dell, its Affiliates or third parties.
8. Client acknowledges and agrees that the Products and Services provided in connection with this Agreement will not be exported, re-exported, sold, leased or otherwise transferred to, or utilized by, a Client engaged in any of the following activities: (i) military end-uses, including any activities related to the design, development, production or use of: (A) weapons of mass destruction; (B) nuclear chemical or biological weapons, including related materials or facilities; (C) missiles or the support of missile projects; (ii) terrorist activities; (iii) exploration or production of oil and gas in Arctic, deep water (greater than 500 feet or metric equivalent), energy export pipelines or shale formations in Russia or in, by, or with Russian companies, territories, or any other entities as identified by BIS and/or OFAC. Client shall also have appropriate procedures in place to comply with (and to ensure timely reporting under) the requirements of the anti-boycott laws and regulations of the United States and other jurisdictions in which Dell Technologies does business.
9. Client shall notify Dell immediately if Client or any of Client’s or Client’s subsidiaries’ directors, administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any Sanctions. Client further agrees to provide reasonable notice to Dell of any government action or communication that Client receives or becomes aware of concerning sanctions or trade compliance relating to the Products and/or Services provided herein by or to Client.
10. For all Dell Offerings where the Incoterm is Ex Works (EXW), Client shall enter into an Ex-Works Schedule in advance of any shipment and comply with such Schedule.

Client’s use of D&H Distributing Company Products, Software, Services, or other features are further governed by the terms and conditions, incorporated into this Agreement by reference with the same force and effect as though fully set forth herein, available at: https://www.dandh.com/v4/view?pageReq=support#TCs.

The following terms and conditions shall apply to Client’s use of Google G Suite Products, Software or Services.

1. Company does not act on behalf of Google (as an agent, partner or otherwise) and assumes no liability on behalf of Google. Company does not make, and further disclaims, all representations and warranties made by Google pertaining to any Google Products and Software.  Any related Product or Software warranties shall be solely communicated by Google to Client under the Google terms of service.  Google will present the Google terms of service upon Client upon Client’s first log in to the Products or Software, which must be accepted prior to Client’s use of any such Products or Software.  Company shall not accept Google’s terms of service on behalf of Client.  Google will only provide technical support directly to Client as set forth in in Google’s terms of service.  Company and Client are independent contractors with respect to the resale and purchase of any Google Products or Software.  Client authorizes Company to disclose its data to TD SYNNEX Corporation, and further authorizes TD SYNNEX Corporation to disclose any such data to Google, for use in accordance with the Google terms of service, including applicable confidentiality data processing and security terms, as reasonably required for Google to provide technical support in accordance with the technical support services guidelines applicable to each Product or Software; and where reasonably required in order to migrate Client if Client so wishes to purchase Products or Software directly from Google or another Google authorized partner of the Product or Software.  If Google should fail to comply with its service level agreement, Client shall only be eligible to receive those remedies set forth under the Google terms of service and must request such remedies directly from Company or TD SYNNEX Corporation.

The following terms and conditions shall apply to Client’s use of HPE Products, Software or Services.

1. Client’s use of the Software is subject to the Client’s acceptance of EULA delivered with the Product.
2. Support will be delivered subject to HPE’s Support terms.
3. HPE’s EULA and the Support terms are available from HPE upon request or may be electronically posted by HPE.

The following terms and conditions shall apply to Client’s use of HP Products, Software or Services.

1. Client’s use of the Software is subject to the Client’s acceptance of EULA delivered with the Product.
2. Support will be delivered subject to HP’s Support terms.
3. HP’s EULA and the Support terms are available from HP upon request or may be electronically posted by HP.

The following terms and conditions shall apply to Client’s use of Ingram Micro Products, Software or Services.

1. Client’s use of Products, Software, or Services sold, distributed, provided, or otherwise made available by or through Ingram Micro are further governed by Ingram Micro Vendor’s end user license agreement, terms of use, and terms of service, and the terms and conditions Products, Software, or Services, all of which are incorporated into this Agreement by reference with the same force and effect as though fully set forth herein, available at https://us.cloud.im/legal/
2. Client shall be solely responsible for its use of any Ingram Micro Vendor Products, Software or Service within the permitted scope and only in accordance with the numbers, types and identifiers of permitted users, applications, servers, devices, capacity and locations at or through which Client is permitted to use the Ingram Micro Vendor Product, Software or Services as set forth in these the Ingram Micro Vendor’s terms.
3. Client hereby grants Ingram Micro Inc. a non-exclusive, non-transferable, royalty-free, worldwide right to use the electronic data specifically pertaining to Client and/or Client’s users and customers that is processed by Ingram Micro and the Ingram Micro Vendors strictly for the limited purpose of providing the Products or Software to Client and/or Client’s customers, subject to the Ingram Micro privacy statement available at https://corp.ingrammicro.com/en-us/legal/privacy and https://corp.ingrammicro.com/privacy-statement.aspx, and as otherwise provided by an Ingram Micro Vendor.  As and to the extent required by any law, Client will (i) notify the individual users of the Ingram Micro or Ingram Micro Vendor Products, Software or Services that their personal data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities when required by applicable law as you or we determine; and (ii) obtain individual users’ consent to the same.
4. Client hereby authorizes Ingram Micro to accept any applicable Ingram Micro Vendor terms and conditions on Client’s behalf.
5. Except as otherwise accepted by Ingram Micro, Client here agrees not to use any Ingram Micro Products, Software or Services (other than those identified in any additional Ingram Micro Vendor terms) for any purpose or in any manner involving Protected Health Information (as defined in HIPAA). Ingram Micro does not intend uses of the non-HIPAA compliant Products, Software or Services to create obligations under HIPAA and makes no representations that the non-HIPAA compliant Products, Software or Services satisfy HIPAA requirements.
6. Any Client operating in the public sector, including without limitation those in the federal, state, and local governments and education markets, agrees to provide all applicable public sector requirements to Company at the time that Client requests a quote or places an order. Client hereby grants permission to Company to provide all such requirements to Ingram Micro, and Ingram Micro’s receipt of those terms does not constitute acceptance of said terms or acceptance of an order. Client bears the sole responsibility for producing any such requirements to COMPANY at the time that Client requests a quote or places an order, and any consequences arising from Client’s failure to do so shall be solely at Client’s risk and expense.

The following terms and conditions shall apply to Client’s use of Kaseya Products, Software or Services.

1. Client authorizes Company to act on its behalf and comply with Client instructions at all times with respect to use of the Product or Software and access to Content, including but not limited to: Service Subscription, Product or Software settings and configurations, access controls, management, retention and deletion of Content, the transfer of Service Subscriptions, or Content to a different Managed Services provider, and transition assistance and cooperation upon termination or expiration of any relationship between or among you, the client and/or Kaseya. Kaseya expressly may rely on Client’s aforementioned authorization and Company’s personnel with respect to access and control any Product, Software, Service Subscription, account or Content.
2. Datto: Client’s use of Datto’s backup Products, Software, and Services, including SIRIS, ALTO, Workplace, File Protection, Datto Endpoint Backup for PCs and Datto Backup for Microsoft Azure, Datto Endpoint Backup with Disaster Recovery, Datto Endpoint Backup, are further governed by the terms and conditions, incorporated into this Agreement by reference with the same force and effect as though fully set forth herein, available at: https://www.kaseya.com/legal/kaseya-master-agreement/

Client’s use of Microsoft Products, Software, Services, or other features are further governed by the terms and conditions, incorporated into this Agreement by reference with the same force and effect as though fully set forth herein, available at:  https://www.microsoft.com/en-us/servicesagreement

The following terms and conditions shall apply to Client’s use of SYNNEX Cloud Services Products, Software or Services.

1. Company completely disclaims SYNNEX Corporation, its third-party providers, network of authorized distributors and resellers of SYNEX Cloud Services (collectively, “CSP”), liability for all matters arising out of or related to Company’s agreement with SYNNEX Cloud to the extent permitted by law, whereby Client shall look solely to Company with respect to such matters. Client agrees that its use of any cloud services, and all such Products, Software or Services related thereto, offered, sold, distributed, or otherwise provided by or through SYNNEX (collectively, the “SYNNEX Cloud Services”), shall be lawful and compliant with, and further governed by, all applicable terms and conditions and any additional documents and/or requirements relating to the SYNNEX Cloud Services and Client’s usage thereto, incorporated into this Agreement by reference with the same force and effect as though fully set forth herein, available at: https://www.tdsynnex.com/us/en/terms-and-conditions/vendor-pass-through-terms.html (collectively, the “CSP Documentation”).  Client shall not resell or distribute any SYNNEX Cloud Services.  Client indemnifies, defends and holds CSP, and their respective affiliates, officers, directors, employees and suppliers harmless from and against any third-party claims arising out of or relating to Client’s use of the SYNNEX Cloud Services.  CSP’s proprietary right in the SYNNEX Cloud Services shall be protected in the same manner, and to the same degree, as the terms and conditions set forth in the CSP Documentation.  Except as otherwise permitted in the CSP Documentation, Company makes no representations or warranties on behalf of CSP.  CSP are expressly intended third party beneficiaries of the beneficiaries of the provisions in the Terms, to the extent permitted by applicable law.  No rights are granted to Client other than those granted in the CSP Documentation. 

Client’s use of Products, Software, and Services offered, sold, distributed, or otherwise provided by or through TD SYNNEX Corporation are further governed by the terms and conditions, incorporated into this Agreement by reference with the same force and effect as though fully set forth herein, available at: https://www.tdsynnex.com/us/en/terms-and-conditions/vendor-pass-through-terms.html

Taxes. Any applicable federal, state, or local taxes will be added to each invoice. Client shall pay such taxes unless a valid exemption certificate is provided to Company.

Disclaimer of Warranties. Except for any warranties explicitly set forth in this Agreement, and to the maximum extent permitted by applicable law, Company disclaims all other warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

 Maximum Liability. Each Party’s maximum aggregate liability related to or in connection with this Agreement will be limited to the greater of the amount of fees paid or payable by Client to Company hereunder for the three (3) month period prior to the date the cause of action first arose.

Dispute Resolution. The Parties agree to engage in good faith efforts to discuss and resolve any disputes that may arise under this Agreement. Every effort should be made to resolve all disputes. The Parties will arrange personal meetings and/or telephone conferences as needed.

Confidentiality and System Access.

• Administrative Access. Client authorizes Company to maintain administrative access to Client’s systems, including but not limited to firewalls, servers, workstations, and other network devices, as necessary to provide services under this Agreement. Company will use dedicated administrative accounts created specifically for Company’s use and will implement multi-factor authentication (MFA) wherever reasonably possible.
• Confidential Information. Company acknowledges that, in the course of performing services, it may incidentally have access to Client’s confidential or proprietary information stored on Client’s systems. Company will not access, review, or disclose such information except as required to perform its obligations under this Agreement.
• Ownership of Data. All data stored on Client’s systems remains the property of Client. Company does not acquire any ownership interest in Client’s data by virtue of providing services under this Agreement.
• Security Practices. Company will use commercially reasonable efforts to safeguard administrative credentials and protect Client systems from unauthorized access. Client agrees to cooperate by implementing reasonable security measures, including maintaining current hardware and software, providing required MFA enrollment, and following Company’s security recommendations.
• Mutual Confidentiality. Both parties recognize that, in the course of performing under this Agreement, their employees and agents may be exposed to confidential information. Each party agrees not to disclose the other’s confidential information and will take reasonable measures to prevent unauthorized disclosure. These confidentiality obligations do not apply to information that (i) is in the public domain, (ii) was already in the recipient’s possession, (iii) is disclosed by a third party with the right to disclose it, or (iv) must be disclosed under applicable law. Confidentiality obligations survive termination of this Agreement.

Indemnification. To the maximum extent allowed by law, Client shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to the Client’s negligence, willful misconduct, or material breach of this Agreement.

Force Majeure. Neither party shall be liable for failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, war, labor disputes, government actions, power or internet outages, or other causes beyond reasonable control. The affected party shall provide notice to the other as soon as practicable and will use commercially reasonable efforts to resume performance promptly.

Governing Law. This Agreement will be governed by and construed under the laws of the State of Indiana. Jurisdiction and venue lie exclusively in the federal courts of Indiana (Norther District) or state courts of Indiana (Porter County).

Assignment. Neither party may assign this Agreement without the prior written consent of the other.  Company may assign, delegate, or subcontract its obligations under this Agreement to qualified third parties, provided that Company shall remain responsible for the performance of such obligations

 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their permitted successors. No third party has rights under this Agreement, except as may be provided under applicable third-party license agreements.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations. It may only be modified by a written amendment signed by both parties.  Any terms or conditions introduced by Client either directly, indirectly by way of reference or otherwise are hereby explicitly rejected and shall not apply. Parties agree that any additional or differing terms or conditions in any other document or arrangement not forming part of this Agreement, including but not limited to any letter or terms of engagement or the like, purchase order, invoice, acknowledgment, delivery receipt, confirmation or other delivery or acceptance document issued by or on behalf of Client, or by or on behalf of Client, shall be void, and of no force or effect to the extent such are in breach of or contradiction with the Agreement.

Severability. If any provision of this Agreement is held invalid, the remaining provisions will continue in full force and effect.

 No Waiver. Failure by either party to enforce any term will not be deemed a waiver of future enforcement of that or any other term.

 Independent Contractor. Company is an independent contractor and not an employee, agent, or partner of Client.

 Notices. All notices under this Agreement must be in writing and will be deemed delivered when: (a) actually received; (b) confirmed by certified mail; (c) confirmed by proof of email delivery; or (d) five (5) days after proper deposit with the U.S. Postal Service by certified mail.  Notices shall be sent to the party’s address as it appears on the Quote.

 Counterparts; Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original. Electronic, scanned, or faxed signatures will be deemed original and binding.

 Attorney’s Fees. If enforcement of the Agreement becomes necessary, the prevailing party will be entitled to recover reasonable attorney’s fees and costs in addition to other available remedies.

 Publicity. Neither Party shall use the name, logo or trademark of the other (or of any of the other’s affiliates) in any form of publicity or promotional or advertising material, or in any communications with the media, without the other’s prior written consent to the specific contemplated use.

T&C Updates. Company reserves the right to modify the T&C to the extent such modification is determined by the Company to be necessary to comply with applicable law or preserve the intended functionality of the Agreement. The Company will provide Client with written notice of any material changes.

Authority.  The person signing the Quote represents that he/she is authorized to sign this Quote on behalf of the Client.

This Agreement covers the matters and items listed in the accompanying Quote which may result in adjustments to monthly charges. Additional services or equipment require Company’s prior approval.