The Legal Stuff

Frisco Station at The Star District

6160 Warren Pkwy, STE 100

Frisco, TX 75034

 hello@datasolved.com

 +1 972.417.2889

DataSolved ® All rights reserved

• Appendix A: Response Times and Priorities

Appendix B: Exclusions from Response Time Objectives

Agreement inclusion list

(1) Only applies when using the Backup Platforms in our Recommended Technology Platform.

(2) This assumes that you already have the back-end systems and company-wide configurations all set up and configured for this product. If you don’t, then We will discuss with You the scope of any potential Project and send You a separate Proposal for your review.

(3) As you can appreciate, it’s hard to build a profitable and sustainable business offering “Unlimited Support” at a reasonable price for items that we didn’t recommend, sell, and install.

As such, if the Hardware we are troubleshooting was not purchased from us and/or the device is not currently covered by the Manufacturer’s warranty, a care pack or a maintenance agreement, then it is in Our sole discretion as to whether We will cover this work under the Scope of this Agreement or set it as Billable Out of Scope work.

Appendix E

Definitions & interpretations

“Agreement” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in this Agreement and any corresponding Proposal;

“Plan Fee” means a quote provided to You by Us;

“Proposal” means a Quote or Proposal provided to You by Us;

“Rate Schedule” means the schedule of rates, charges and conditions for the services of Ours as set, and as may be varied, by Us from time to time in Our absolute discretion;

“Recommended Technology Platform” is the list of Software and Hardware found at www.datasolved.com/rtp and updated by Us from time to time.

“Response Time” Response Time is measured as the difference between the time We are first notified of a New Service Request as per the process outlined in our General Terms and Conditions and the time that We start providing Service on the Service Request. We do not count any triage, scheduling or dispatch work when calculating Response Times.

"Services" means the provision of any services by Us including Work, advice and recommendations.

"Service Request" means any request for work that either you ask us to perform or we perform proactively on your behalf;

“Software” includes software and any installation, update, associated software and any services provided in connection with any of these things.

Appendix C: List of Services Included Under Agreement

Approved software list

• Microsoft Software – Microsoft Office Suite
• Google Chrome
• Adobe Applications
• Microsoft Edge
• Various LOB applications
• 7 Zip

1. Overview

This Agreement is made between DataSolved Consulting Group Inc. ("We," "Us," or "Our"), located at 6160 Warren Pkwy Ste 100, Frisco, TX 75034, and [Client Company Name] ("You" or "Your") located at [Client Address].

By engaging Us to provide IT services as outlined in You agree to the terms specified herein and the corresponding Proposal.

2. Commitment Term and Renewal

• Initial Term: This Agreement shall commence on the Effective Date and continue for one (1) year ("Initial Term").
• Renewal Term: Following the Initial Term, the Agreement will renew automatically for successive one (1) year terms, unless either party provides at least 30 days' written notice prior to the end of the term.
• Termination: Should either party wish to terminate before the end of the term, written notice must be given 30 days in advance. Any early termination by You will require payment of the remaining balance on the Agreement Fee for the term within 14 days of termination.

3. Service Level Objectives (SLOs)

We will provide IT support according to the following Service Levels:

3.1. Response Times

Our target response times are defined as follows:

• Critical Priority: Response within 1 hour during Business Hours.
• High Priority: Response within 2 hours during Business Hours.
• Medium Priority: Response by the next Business Day.
• Low Priority: Response within 2 Business Days.

Business Hours are defined as Monday to Friday, 8:00 AM to 5:00 PM CST, excluding public holidays. Requests logged outside Business Hours will be handled on the next business day on a best-effort basis.

3.2. Scope of Coverage

Only items specified in Appendix C are included under this Agreement. Support requests for items not listed or that fall outside the defined scope will be billed according to our current Rate Schedule.

4. Client Responsibilities

You agree to maintain compliance with Our Minimum Standards, as listed at datasolved.com/technologyplatform. Any hardware or software that does not meet these standards may result in additional charges.

4.1. Access Requirements

You will provide Us with full and free access to Your systems, personnel, and premises as required to perform services. Any interference with Our access may result in additional charges.

4.2. Third-Party Authorizations

You are responsible for authorizing Us to work with any third-party vendors necessary to deliver Our services effectively. During the Onboarding process, We will identify and document the necessary authorizations.

5. Payment Terms

• Invoices are due and payable within the terms stated on each invoice.
• Late Payments: If payment is not received within seven (7) days after the due date, We may suspend or discontinue service. Interest will accrue on unpaid balances at the maximum rate allowed by law.
• Collections: In the event of default, We may initiate collections proceedings, and You agree to cover any additional legal fees and associated costs.

6. Confidentiality and Non-Solicitation

• Confidentiality: Both parties agree to maintain the confidentiality of any non-public, proprietary information disclosed during the term of this Agreement.
• Non-Solicitation: During the term and for two (2) years following, You agree not to solicit or hire Our employees. Breach of this clause will result in liquidated damages equal to 100% of the employee’s annual salary.

7. Indemnity and Liability

7.1 Client Indemnification

You agree to indemnify Us from any claims or damages arising from Your breach of this Agreement or Your negligence.

7.2 Consultant Indemnification

We will indemnify You for damages arising from Our gross negligence or willful misconduct.

7.3 Cybersecurity Disclaimer

We implement reasonable cybersecurity measures but cannot guarantee complete protection against cybersecurity threats. You acknowledge the shared responsibility for maintaining security and indemnify Us for any breach except in cases of gross negligence on Our part.

7.4 Limitation of Liability

Our aggregate liability is limited to the total fees paid by You to Us in the 12 months preceding any claim. We shall not be liable for any indirect, consequential, or punitive damages, including data loss, business interruption, or reputational damage.

8. Amendments

Any changes to this Agreement must be documented in writing and agreed upon by both parties. No other verbal or implied agreements shall override this Agreement.

9. Dispute Resolution and Governing Law

This Agreement will be governed by Texas law. In the event of a dispute, both parties agree to pursue mediation through a neutral arbitrator based in Texas. The prevailing party shall be entitled to reimbursement for reasonable attorney's fees and legal costs.