Terms & Conditions

These General Business Terms (the “Terms”) will govern the services provided by DataSure24, LLC. (DataSure24 “we”, “us” or “our(s)”) as set forth in the proposal (the “Engagement Letter”) executed by The Client and DataSure24 to which these Terms are attached.  These Terms, together with the Engagement Letter and any of its attachments, (collectively, the “Agreement”), supersede all prior oral and written communications, and may be amended, modified or changed (including changes in scope or nature of the services or fees) only in writing when signed by both parties.  

1. Confidentiality With respect to any information supplied in connection with this Agreement and designated by either party as confidential, or which the recipient should reasonably believe is confidential based on its subject matter or the circumstances of its disclosure, the recipient agrees to protect the confidential information in a reasonable and appropriate manner, and use and reproduce the confidential information only as necessary to perform its obligations under this Agreement and for no other purpose. The obligations in this section will not apply to information which is: (i) publicly known; (ii) already known to the recipient; (iii) lawfully disclosed by a third party; (iv) independently developed; or (v) disclosed pursuant to legal requirement or order. Subject to the foregoing, the recipient may disclose the confidential information on a need-to-know basis to the recipient’s contractors, agents and affiliates who agree to maintain its confidential nature.
   
   
2. Deliverables (a) Upon full payment of all amounts due DataSure24 in connection with this Agreement, all right, title and interest in the deliverables set out in the Engagement Letter will become the Client’s sole and exclusive property, except as set forth below.  DataSure24 will retain sole and exclusive ownership of all right, title and interest in its work papers, proprietary information, processes, methodologies, techniques, ideas, concepts, trade secrets, know-how and software, including such information as existed prior to the delivery of the services and, to the extent such information is of general application, anything which DataSure24 may discover, create or develop during the provision of services for the Client.  Except for software owned by and/or proprietary to DataSure24, to the extent the deliverables contain the Client’s proprietary information, DataSure24 grants the Client a non-exclusive, non-assignable, royalty-free license to use it in connection with the deliverables and the subject of the Engagement Letter and for no other or further use.  To the extent the deliverables contain the proprietary information of a third party, the Client agrees to comply with such third party’s terms of license as the same are communicated to the Client.
   
   (b) The Client acknowledges and agrees that any advice, information, or work product provided to the Client by DataSure24 in connection with this engagement is for the sole benefit and use of the Client and
   
   
3. Warranty DataSure24 warrants that the services will be performed with reasonable care in a diligent and competent manner. DataSure24’s sole obligation will be to correct any non-conformance with this warranty or, if DataSure24 cannot correct the non-conformance, to refund to the Client the amount paid to DataSure24 for the portion of the services or deliverables that does not conform to this warranty; provided that the Client gives DataSure24 written notice within thirty (30) days after the services are performed or, if applicable, deliverables are delivered. The notice will specify and detail the non-conformance and DataSure24 will have a reasonable amount of time (but not to exceed three (3) months), based on its severity and complexity, to correct the non-conformance. DataSure24 does not warrant and is not responsible for any third-party products. The Client’s sole and exclusive rights and remedies with respect to any third-party products are against the third-party vendor and not against DataSure24.
   
   THIS WARRANTY IS DATASURE24’S ONLY WARRANTY CONCERNING THE SERVICES AND ANY DELIVERABLE AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, ALL OF WHICH ARE HEREBY DISCLAIMED. 
   
   
4. Indemnification (a) Each party agrees to indemnify, hold harmless and defend the other from and against any and all claims, actions, fees, expenses, costs, damages, losses and liabilities (including reasonable attorneys’ fees) (collectively, “Liabilities”) for bodily injury or death of any person or damage to real or tangible personal property which the other party may sustain or incur, to the extent such Liabilities result from the negligence or willful misconduct of the indemnifying party, its employees, agents or representatives.
   
   

   (b) DataSure24 agrees to indemnify, hold harmless and defend the Client from and against any and all Liabilities to the extent such Liabilities result from the infringement of any third party’s intellectual property by any deliverables provided under this Agreement. The foregoing indemnification will not apply to the extent any infringement results from: (i) the use of the deliverables other than in accordance with the terms of this Agreement and any applicable documentation or instructions supplied by DataSure24; (ii) any modification to the deliverables not expressly agreed to in writing by DataSure24; or (iii) the combination of the deliverables with any materials not provided or expressly approved by DataSure24

   (c) The Client agrees to indemnify, defend and hold harmless DataSure24 from and against all Liabilities incurred or suffered by or asserted against DataSure24 to the extent such Liabilities result from a third party’s use, possession of or reliance upon DataSure24’s advice, information or work product as a result of the Client’s failure to comply with the Letter requirements of Section 2(b) above. 

5. Liability Except for each party’s indemnification obligations under this Agreement, the total liability of the Client and DataSure24 (and their respective affiliates, officers, directors, employees, contractors, agents and representatives) relating to this Agreement will in no event exceed an amount equal to the fees paid (in the case of DataSure24’s liability) or owing (in the case of the Client’s liability) to DataSure24 under this Agreement.  In no event will the Client or DataSure24 (or their respective affiliates, officers, directors, employees, contractors, agents or representatives) be liable for any special, consequential, incidental, punitive or exemplary damages or loss (nor any loss of profits, savings, data, use of software or hardware or business opportunity, or interruption of business) even if advised of the possibility of such loss.
   
   
6. Termination (a) either party may terminate this Agreement at any time, with or without cause, upon ninety (90) days’ prior written notice to the other party.
   
   (b) The Client will pay DataSure24 for all services rendered (including deliverables and products delivered), expenses incurred, and commitments made by DataSure24 through the effective date of termination. 
   
   
7. General (a) Except for the payment of money, neither party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control.
   
   (b) No term of this Agreement will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent.

   
   (c) Neither party may assign or transfer this Agreement without the other party’s prior written consent. 
   
   (d) Any notices given pursuant to this Agreement will be in writing, delivered to the addresses set forth in the Engagement Letter (unless changed by either party by notice to the other party), and will be effective upon receipt.

   (e) If any term or provision of this Agreement is determined to be invalid or unenforceable, such term or provision will be deemed stricken, and all other terms and provisions will remain in full force and effect.

   (f) Each party is an independent contractor and not an employee, agent, joint venturer or partner of the other.   

   (g) The terms of this Agreement which by their nature are to survive this Agreement will survive its expiration or termination.

   (h) The parties acknowledge that they may correspond or convey documentation via Internet e-mail and that neither party has control over the performance, reliability, availability, or security of Internet e-mail. Therefore, neither party will be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, interception, corruption, or alteration of any Internet e-mail due to any reason beyond its reasonable control.

   (i) Neither party intends that there be any third-party beneficiaries to this Agreement.

   (j) Neither party will use the other party’s name, trademarks, service marks, logos, trade names and/or branding without such party’s prior written consent.

   (k) The parties agree that this Agreement and any dispute or claim arising out of or relating to this Agreement or the services will be governed by and construed in accordance with the laws of the state of New York. The parties agree that all litigation or other legal proceedings under this Agreement will be brought in the State or Federal courts located therein. The parties agree to this choice of law, jurisdiction and venue, and waive the defense of an inconvenient forum. Additionally, the parties waive trial by jury and agree that any dispute or claim should be resolved by a judge without a jury.

   (l) Any action against either party by the other in connection with this Agreement must be brought within three (3) years from the start date of the engagement.