Terms and Conditions for HALIFAXtec, LLC, a Managed Service Provider

Introduction

Welcome to HALIFAXtec, LLC, a provider of managed services. Our services are subject to the following Terms and Conditions, which may be updated by us from time to time without notice to you. By using our services, you agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not use our services.

Definitions

In these Terms and Conditions, the following terms shall have the meanings set forth below:

  • "Service" or "Services" means the managed services provided by HALIFAXtec, LLC, including, but not limited to, monitoring, management, and support of clients' systems and networks.
  • "Client" means the individual or entity using the Services.
  • "User" means any individual who uses the Services on behalf of the Client.
  • Service Availability

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime for maintenance and upgrades, and any unavailability caused by circumstances beyond our control, such as acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond our control.

Service Level Agreement

We will use commercially reasonable efforts to provide the Services in accordance with the Service Level Agreement (SLA) agreed upon between HALIFAXtec, LLC and the Client. The SLA will describe the Service availability, response time, and resolution time commitments for the Services.

Payment

The Client will pay HALIFAXtec, LLC the fees for the Services as described in the agreement between HALIFAXtec, LLC and the Client. Payment will be due and payable in accordance with the payment terms set forth in the agreement.

Confidentiality

HALIFAXTEC, LLC and the Client will not disclose any confidential information of the other party to any third party, except as required by law. "Confidential information" means any information or data, in whatever form, that has or could have commercial value or other utility in the business if it were not made available to third parties. If either party is compelled by law to disclose the other party's confidential information, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. If HALIFAXtec, LLC is compelled by law to disclose the Client's confidential information as part of a civil proceeding to which HALIFAXtec, LLC is a party, HALIFAXtec, LLC may disclose such information without giving prior notice to the Client.

Intellectual Property Rights

HALIFAXtec, LLC retains all right, title, and interest in and to the Services and any software used to provide the Services. The Client shall not (i) reverse engineer, decompile, or disassemble the Services or any software used to provide the Services, (ii) modify the Services or create derivative works based on the Services, or (iii) use the Services or any software used to provide the Services for the benefit of a third party.

Warranties and Disclaimers

HALIFAXtec, LLC represents and warrants to the Client that it has the right and authority to enter into this agreement and to perform its obligations hereunder.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, HALIFAXtec, LLCMAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE USED TO PROVIDE THE SERVICES.