logo

Select Sidearea

Populate the sidearea with useful widgets. It’s simple to add images, categories, latest post, social media icon links, tag clouds, and more.
hello@youremail.com
+1234567890

Privacy & GDPR

Quotes TERMS AND CONDITIONS

All prices and descriptions are subject to change without notice.

THIS PRICE LIST IS A QUOTATION ONLY AND IS NOT AN ORDER OR OFFER TO SELL. No contract for sale will exist unless and until a purchase order has been issued by you and accepted by A & H Technology Group (“A & H Technology Group “). Acceptance by A & H Technology Group of any offer is expressly conditioned upon your assent to the Terms and Conditions of Sale set forth in A & H Technology Group’s invoices.

The prices contained in this list may not be relied upon as the price at which A & H Technology Group will accept an offer to purchase products unless expressly agreed to by A & H Technology Group in writing.

Products quoted were selected by A & H Technology Group based on specifications available at the time of the quotation and is not guaranteed to meet bid specifications. Product specifications may be changed by the manufacturer without notice. It is your responsibility to verify product conformance to specifications of any subsequent contract. All products are subject to availability from the manufacturer.

A & H Technology Group is not responsible for compliance with regulations, requirements or obligations associated with any contract resulting from this quotation unless said regulations, requirements or obligations have been passed to A & H Technology Group and approved in writing by an authorized representative of A & H Technology Group .

***The freight costs listed are estimates. Shipping costs may vary based on time of purchase, quantity ordered, shipment carrier and warehouse sourced. Actual shipping costs will be calculated during shipment and will be reflected on your invoice.

***A & H Technology Group requires a deposit of 100% for hardware and 50% for services orders***

***All checks are made payable to A & H Technology Group***

Hardware and Software TERMS AND CONDITIONS

All equipment (hardware and software) are covered by Manufacturers’ Warranties. If a product is covered by a manufacturer’s warranty, it will be stated on that product’s web page. Manufacturers’ warranty details are typically available at the manufacturer’s website. Detailed manufacturer warranty information can also be obtained for free by contacting our Customer Service department. Please note that products in this category are non-refundable unless otherwise indicated.

Products that state “This item can be returned to the product manufacturer only” must be returned directly to the product manufacturer for repair or replacement, unless otherwise required by law. For these items, the warranty policy provided by the product manufacturer explicitly requires that any returns, repairs etc. be requested and processed directly by the consumer (or “end-user”) of the item.

–Manufacturer Warranty

  1. Summary i.

■Return for refund within: non-refundable

■Return for replacement within: non-replaceable

 

  1. Detail i. This is our Standard Return Policy. Items covered by this policy (those products for which Newegg states “This item may be returned for a replacement or refund within 30 days only”) must be returned to Newegg within 30 days of the invoice date for this policy to apply. “Return” constitutes receipt of the product by Newegg, and not the mere issuance of an RMA.

 

Copyright © 2019 A & H Technology Group. All Rights Reserved.

No part of this document may be copied, reproduced or transmitted in any form without the express written consent of A & H Technology Group

 

Service Terms and Conditions

The customer’s signature on this work order indicates that I received and agreed to be bound by A & H Technology Group’s service agreement and the work ordered within this work order has been completed to my satisfaction. Work must be paid for prior to commencement. Sales are final. Deposits are non-refundable. A & H Technology Group cannot install unlicensed software. Customers Must Provide ALL Software Parts that are defective or incompatible with repair shall be discarded A & H Technology Group is not responsible for necessary repair services which the customer has not requested and paid for. There is a 90 day service warranty upon the completion of ordered services. After the warranty limited a standard hourly service fee will be applied to all service requests. Hardware warranty claims must go through the OEM. Internet support must go through your ISP. Our services shall in no way replace, supersede, or in any other way attach to any EULA.

Technical support shall be indefinitely suspended if the end user improperly attempts to repair their PC; of it they download or use unlicensed software which is known to cause computer problems. To the extent permitted by law, you agree that A & H Technology Group total liability for damages related to its services is limited to the total amount you pay for the these services (plus parts if applicable), and you release A & H Technology Group from liability for any indirect, incidental, special, or consequential damages.

 

Managed Services [Excalibur Managed Services] Terms and Conditions

 

 

1.0 AGREEMENT.

 

These A & H Technology Group Terms and Conditions (“Terms and Conditions”), and any A & H Technology Group Service Orders (as described in Section 2.2 below) are hereby incorporated into the A & H Technology Group National Service Agreement or the A & H Technology Group Service Agreement, as the case may be, (“Service Agreement”) and constitute the “Master Agreement” by and between Client and A & H TECHNOLOGY GROUP (collectively, the “Parties” or each individually a “Party”) for the services specified on Service Orders (“Services”).  The attachments to these Terms and Conditions (“Attachments”) further describe A & H TECHNOLOGY GROUP’s services and are hereby incorporated into, and made a part of, these Terms and Conditions by this reference.  The Attachments set forth additional terms and conditions for the applicable Service.  “A & H TECHNOLOGY GROUP” means the A & H Technology Group-affiliated entity that is providing the Services, if required.

 

2.0 SERVICES AND SERVICE ORDERS.

 

2.1 Subject to the terms and conditions of the Master Agreement, A & H TECHNOLOGY GROUP shall provide Client with the Services in accordance with any Service Order entered into by the Parties.  Client understands and agrees that certain Services may not be available in all A & H TECHNOLOGY GROUP service areas and that A & H TECHNOLOGY GROUP, upon entering into a Service Order with Client may, at A & H TECHNOLOGY GROUP’s discretion, utilize one or more of its affiliates or third parties to deliver the Services (“Third Party Services”).  The Third-Party Services may be subject to additional terms and conditions.  Unless otherwise set forth, A & H TECHNOLOGY GROUP shall use commercially reasonable efforts to provide the Services seven (7) days a week, twenty-four (24) hours a day, excluding scheduled maintenance, required repair and events beyond A & H TECHNOLOGY GROUP’s reasonable control.

 

2.2 Client shall request Services by issuing to A & H TECHNOLOGY GROUP one or more proposed service and/or work order(s) (by email or contacting Technical support at 718.509.6030 between the hours of 9am – 5pm) or via a mutually agreed electronic technical support ticketing system.  Upon A & H TECHNOLOGY GROUP’s acceptance of a proposed service and/or work order(s), such proposed service and/or work order(s), shall be deemed a “Service Order” hereunder and shall be deemed incorporated into, and made a part of, the Master Agreement by this reference.  A proposed service and/or work order shall be deemed accepted upon the earlier of (a) A & H TECHNOLOGY GROUP’s acceptance of such proposed service and/or work order in writing; or (b) A & H TECHNOLOGY GROUP’s commencement of delivery of the Service(s) set forth in such proposed service and/or work order.

 

3.0 SERVICE INSTALLATION.

 

3.1 Client shall allow A & H TECHNOLOGY GROUP with access to install its service Agent onto their PCs either through remote support installation or by Client installing of Agent that is received through email from A & H TECHNOLOGY GROUP to ensure that each every PC is enabled to receive the Service. Client shall permit A & H TECHNOLOGY GROUP reasonable access to the Client and any End User facilities at any time as needed to install, configure, upgrade, maintain or remove the A & H TECHNOLOGY GROUP Agent located at Client’s or an End User’s facilities.  Client shall make and maintain throughout the Term all reasonable site preparations necessary to permit the installation, maintenance and operation of the Service as specified by A & H TECHNOLOGY GROUP and that is required to provide the Services.

 

3.2 Provided that Client properly performs all necessary site preparation and provides A & H TECHNOLOGY GROUP with all required consents and PC access, A & H TECHNOLOGY GROUP shall use commercially reasonable efforts to install the Service in accordance with the requested Service start date indicated on a Service Order.  A & H TECHNOLOGY GROUP shall provide Client with a completion notice (“Completion Notice”) upon completion of the installation of a Service.  In the event that A & H TECHNOLOGY GROUP is unable to install the Service in accordance with the agreed upon schedule as a result of (a) Client’s (or its End User’s) failure to deliver any required materials, support or information to A & H TECHNOLOGY GROUP; or (b) A & H TECHNOLOGY GROUP not being able to obtain access to PCS as necessary for installation of the Service, then Client shall pay A & H TECHNOLOGY GROUP the standard installation fee as identified on the applicable Attachment hereto for any installation trip made by A & H TECHNOLOGY GROUP and an additional installation fee for each subsequent trip necessitated to perform the Service installation.  Client shall perform interconnection of the Services and A & H TECHNOLOGY GROUP Equipment with Client’s or an End User’s equipment, unless otherwise set forth in an Attachment or agreed in writing between the Parties.

 

4.0 SUPPORT & MAINTENANCE. 

 

A & H TECHNOLOGY GROUP shall use commercially reasonable efforts to maintain the A & H TECHNOLOGY GROUP-provided service offering.  on A & H TECHNOLOGY GROUP’s side of the demarcation points used by A & H TECHNOLOGY GROUP to provide the Service.  A & H TECHNOLOGY GROUP shall provide a telephone number and email address for inquiries and remote problem support for the Service.  All such Client support shall be provided only to Client’s designated personnel, as mutually agreed upon by A & H TECHNOLOGY GROUP and Client.  Client is responsible for all communications and interfaces with its End Users.  In no event shall A & H TECHNOLOGY GROUP be responsible for providing support for any network, equipment or illegal software not provided, installed or approved by A & H TECHNOLOGY GROUP or for issues or problems beyond its control.

 

5.0 CLIENT OBLIGATIONS.  

 

5.1 Client’s use of the Service (including all content transmitted via the Service) shall comply with all applicable laws and regulations and the terms of the Master Agreement.  Client shall not resell or redistribute (whether for a fee or otherwise) the Service, or any portion thereof, or make any use of the Service other than for Client’s internal business purposes, unless otherwise agreed in writing by A & H TECHNOLOGY GROUP.  Client shall ensure that its End Users’ use of the Service, if any, shall comply with all applicable laws and regulations and terms of the Master Agreement.  A & H TECHNOLOGY GROUP may audit Client’s use of the Service remotely or otherwise, to ensure Client’s compliance with the Master Agreement.

 

 

6.0 TERM. 

 

The Master Agreement shall commence on the earlier to occur of (a) the date of the last signature on the Service Agreement (the “Effective Date”) or (b) A & H TECHNOLOGY GROUP’s commencement of delivery of the Service(s) set forth in a Service Order, and shall remain in effect for the term specified in the Service Agreement, or if no term is specified, until the expiration or termination of all Service Orders (the “Term”).  The term for the applicable Service shall be set forth in the Service Order (“Initial Order Term”) and shall remain in effect until expiration as set forth in the Service Order.  Unless otherwise specified in the Service Agreement, if the Client continues to receive Services after the expiration of the Initial Order Term, the Services shall renew on a month to month basis on the same terms and conditions (“Renewal Order Term”, collectively with Initial Order Term, “Order Term”).  The fees for the Renewal Order Term shall be as set forth in Section 7.

 

7.0 PAYMENT. 

 

For each Service, Client shall pay A & H TECHNOLOGY GROUP all recurring and non-recurring charges, fees and taxes, (which may include onsite technical support (collectively the “Service Charges”) as set forth on the Service Order in accordance with the following payment terms:  Service Charges shall be billed to Client on a monthly basis commencing upon Service installation, and are payable within thirty (30) days after the date appearing on the invoice.  Client must bring any billing error to A & H TECHNOLOGY GROUP’s attention within thirty (30) days after the date appearing on the applicable invoice or Client waives its right to a refund or credit associated with such billing error.  A & H TECHNOLOGY GROUP shall not defer any charges while Client awaits reimbursement, subsidy, discount or credit from any third party or government entity, and Client shall have the obligation to pay all charges regardless of the status of any such reimbursement, subsidy, discount or credit.  A & H TECHNOLOGY GROUP shall have the right to increase Service Charges for each Service after the Initial Order Term for such Service upon thirty (30) days written notice to Client.  A & H TECHNOLOGY GROUP may charge a late fee for any amounts which are not paid when due.  The late fee shall be the lesser of one and one-half percent (1.5%) per month or the highest rate chargeable by law.  Client shall also be responsible for all costs of collection (including reasonable attorneys’ fees) to collect overdue amounts.  If A & H TECHNOLOGY GROUP fails to present a charge in a timely manner, such failure shall not constitute a waiver of the charges for the fees to which it relates, and Client shall pay such invoice in accordance with these payment terms.

 

8.0 TAXES. 

 

8.1 Client shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions imposed on the Services and/or products that are the subject of the Master Agreement including but not limited to state and local sales and use taxes, telecommunications taxes, federal and state universal service fund fees and/or state and local regulatory fees to the extent applicable.  A & H TECHNOLOGY GROUP shall have the right to recover from Client, and Client shall pay, the amount of any state or local fees, charges or taxes arising as a result of the Master Agreement that are imposed on A & H TECHNOLOGY GROUP or A & H TECHNOLOGY GROUP’s Services, or measured on A & H TECHNOLOGY GROUP’s receipts, and any other costs or expenses that A & H TECHNOLOGY GROUP is entitled under applicable law to pass through to or otherwise charge Client for Client’s use or receipt of the Services.  Such fees or taxes shall be invoiced to Client in the form of a surcharge included on Client’s invoice.  A & H TECHNOLOGY GROUP shall be responsible for and shall pay all taxes measured by A & H TECHNOLOGY GROUP’s net income.  To the extent that a dispute arises as to which Party is liable for fees or taxes under the Master Agreement, Client shall bear the burden of proof in showing that the fee or tax is imposed upon A & H TECHNOLOGY GROUP’s net income.  This burden may be satisfied by Client producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on A & H TECHNOLOGY GROUP’s net income.  Client shall provide A & H TECHNOLOGY GROUP any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that Services are first provided under the Master Agreement.  To the extent such documentation is held invalid for any reason, Client shall reimburse A & H TECHNOLOGY GROUP for any tax or fee liability including without limitation related interest and penalties arising from such invalid documentation.

 

8.2 Client acknowledges that currently, and from time to time, there is uncertainty about the regulatory classification and/or treatment of some of the Services A & H TECHNOLOGY GROUP provides and, consequently, uncertainty about what fees, taxes and surcharges are due from A & H TECHNOLOGY GROUP and/or its Clients.  Client agrees that A & H TECHNOLOGY GROUP has the right to determine, in its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental authorities, and/or to pay and pass them through to Client.  Client hereby waives any claims it may have regarding A & H TECHNOLOGY GROUP’s collection or remittance of such fees, taxes and surcharges.  Client understands that it may obtain a list of the fees, taxes and surcharges that A & H TECHNOLOGY GROUP currently collects or passes through by writing to A & H TECHNOLOGY GROUP at the following address and requesting same: A & H Technology Group, 33-70 Prince Street, Suite 217, Flushing, New York 11354; Attention: Clients Tax Inquiries.

 

9.0 PROPRIETARY RIGHTS AND CONFIDENTIALITY. 

 

9.1 All materials including, but not limited to, any A & H TECHNOLOGY GROUP Equipment (including related firmware), software, data and information provided by A & H TECHNOLOGY GROUP, any identifiers or passwords used to access the Service or otherwise provided by A & H TECHNOLOGY GROUP, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by A & H TECHNOLOGY GROUP to provide the Service (collectively “A & H TECHNOLOGY GROUP Materials”) shall remain the sole and exclusive property of A & H TECHNOLOGY GROUP or its suppliers.  Nothing herein is intended to convey any right or ownership interest to Client or any other person or entity in or to such A & H TECHNOLOGY GROUP Materials.  Client shall acquire no interest in the A & H TECHNOLOGY GROUP Materials by virtue of the payments provided for under the Master Agreement.  Client may use the A & H TECHNOLOGY GROUP Materials solely for Client’s use of the Service during any applicable Order Term and the same may not be transferred by Client to any other person, corporation or entity.  Client may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the A & H TECHNOLOGY GROUP Materials, in whole or in part, or use them for the benefit of any third party.  All rights in the A & H TECHNOLOGY GROUP Materials not expressly granted to Client in the Master Agreement are reserved to A & H TECHNOLOGY GROUP.

 

9.2 Client shall maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted in the Master Agreement, the A & H TECHNOLOGY GROUP Materials and any other information and materials provided by A & H TECHNOLOGY GROUP in connection with the Master Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the content of the Master Agreement.

 

9.3 Software is provided to Client under the Master Agreement, A & H TECHNOLOGY GROUP grants Client a limited, non-exclusive and non-transferable license to use such software, in object code form only, solely for the purpose of using the Service for Client’s internal business purposes during the Term.

 

 10.0 TERMINATION. 

 

10.1  Either Party may terminate a Service Order: (a) upon thirty (30) days written notice to the other Party of the other Party’s material breach of the Master Agreement or the applicable Service Order, provided that such material breach is not cured within such thirty (30) day period; (b) immediately, in the event that the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debtors, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange (each a “Bankruptcy Event”); or (c) immediately, in the event that, after entering into such Service Order, A & H TECHNOLOGY GROUP conducts a site survey and learns that the construction costs shall require a material increase in the Service Charges.  In the event that Client fails to comply with any applicable laws or regulations or the terms of the Master Agreement, upon thirty (30) days written notice A & H TECHNOLOGY GROUP may suspend or discontinue any applicable Service in whole or in part without further notice, provided that such failure is not cured within such thirty (30) day period.  In addition, A & H TECHNOLOGY GROUP may immediately terminate or suspend Client’s or its End User’s use of the Service if such use is determined by A & H TECHNOLOGY GROUP, in its sole discretion, to be resulting in a material degradation of the A & H TECHNOLOGY GROUP network, until such time as such degradation has been remedied.  In the event of a suspension of Service, A & H TECHNOLOGY GROUP may require the payment of reconnect or other charges before restarting the suspended Service.

 

10.2  Upon the termination or expiration of the Master Agreement (including all Service Orders): (a) A & H TECHNOLOGY GROUP’s obligations under the Master Agreement shall cease; (b) Client shall promptly pay all amounts due and owing to A & H TECHNOLOGY GROUP for Service delivered prior to the date of termination or expiration, and any de-installation fees, if any; (c) Client shall promptly cease all use of any software provided by A & H TECHNOLOGY GROUP under the Master Agreement, and shall return such software to A & H TECHNOLOGY GROUP.

 

10.3  In addition, notwithstanding anything to the contrary in the Master Agreement, in the event this Master Agreement or any Service Order hereunder terminates for any reason other than A & H TECHNOLOGY GROUP’s material breach or a Bankruptcy Event impacting A & H TECHNOLOGY GROUP (as permitted in Sections 11.1(a) or (b)) or as permitted in Section 11.1(c) above, Client shall, at A & H TECHNOLOGY GROUP’s discretion: (a) promptly pay A & H TECHNOLOGY GROUP the full amount of the Service Charges that Client would have been charged for the remainder of the Initial Term or the then-current renewal term; or (b) reimburse A & H TECHNOLOGY GROUP for all volume, term or other discounts and credits provided in anticipation of full performance of Client’s obligations and any unpaid portion of the installation fee set forth in the applicable Service Order(s).

 

10.4 The provisions of sections 7 – 9, 11 – 15, 17.1, 18, 19, 21 – 23, 25 and 26 and the Attachments shall survive the termination or expiration of the Master Agreement.

 

12.0 INDEMNIFICATION. 

 

Client shall defend, indemnify and hold harmless A & H TECHNOLOGY GROUP, its affiliates, its service providers and suppliers and their respective officers, directors, employees and agents, from and against third party claims, losses, liabilities, damages, costs and expenses, including reasonable attorneys’ and other professionals’ fees, arising out of or relating to: (a) the use of the Service, including but not limited to a breach of Section 5 of these Terms and Conditions; (b) personal injury or property damage caused by the negligence or willful misconduct of Client or its employees or agents; or (c) any fees, fines or penalties incurred by A & H TECHNOLOGY GROUP as a result of Client’s violation of the 10% Rule as set forth in Attachment D.

 

13.0 DISCLAIMER OF WARRANTY. 

 

EXCEPT AS STATED IN THIS AGREEMENT, A & H TECHNOLOGY GROUP DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, INTEROPERABILITY, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. A & H TECHNOLOGY GROUP DOES NOT WARRANT THE WORK AND SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED AND/OR ERROR FREE. A & H TECHNOLOGY GROUP DOES NOT MAKE AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AGAINST LOSS OF DATA, SECURITY BREACHES, THIRD PARTY INTERRUPTION OR INTERFERENCE WITH DATA OR NETWORKS, AND EXPOSURE OR RELEASE OF PERSONALLY IDENTIFIABLE INFORMATION, REGARDLESS OF CAUSE. ALL WARRANTIES PROVIDED HEREIN ARE PERSONAL TO, AND INTENDED SOLELY FOR THE BENEFIT OF CUSTOMER, AND DO NOT EXTEND TO ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER ACKNOWLEDGES THAT A & H TECHNOLOGY GROUP  SHALL BEAR NO RESPONSIBILITY FOR THE PERFORMANCE, REPAIR OR WARRANTY OF ANY OF CUSTOMER’S SOFTWARE, HARDWARE PRODUCTS OR SERVICES PROVIDED TO CUSTOMER OR BY A THIRD PARTY, UNLESS OTHERWISE SET FORTH HEREIN

 

15.0 DISCLOSURE OF CLIENT INFORMATION. 

 

Confidential Information and Ownership Rights of the Parties.  For purposes of this Agreement, the term “Confidential Information” shall mean all non-public information of either Party including, without limitation, customer lists, customer information, supplier lists, financial information, contractual information, logos, designs, pricing information, internal business organization information, marketing, business and expansion plans and all other business documents, notes, records, research and development, intellectual property, technologies, processes, procedures, programs, systems, products and methods of either Party, the Works and Tools of A & H TECHNOLOGY GROUP  and all written, oral or electronic information concerning any of the preceding. Each Party acknowledges and agrees that the other Party has the exclusive copyright, trademark, patent, proprietary, industrial, ownership and use rights to its Confidential Information throughout the world, whether such rights currently exist or are recognized in the future, and in all media and languages, including but not limited to: (a) all technical data or other written or oral disclosures concerning Confidential Information and/or the design, functionality and specifications of any Confidential Information; (b) all know-how, techniques or processes concerning the Confidential Information; (c) all future modifications to or improvements of Confidential Information; (d) all Derivative Works based on or know-how, inventions or technology developed from any Confidential Information and/or information derived from the Confidential Information; and (e) all rights to exploit Confidential Information commercially.  Confidential Information shall not include any information which (a) was in the public domain at the time it was disclosed, or thereafter enters the public domain through no fault of the Party alleging violation of this Section; (b) was available to a Party at the time of disclosure to that Party, or thereafter becomes known by that Party, on a non-confidential basis from sources independent of A & H TECHNOLOGY GROUP  or Customer; (c) information which is independently developed by either Party without use of or reference to the other Party’s Confidential Information; or (d) is disclosed or used by a Party with the other Party’s advance written approval.

 

 16.0 FORCE MAJEURE. 

 

Notwithstanding anything to the contrary in the Master Agreement, a Party shall have no liability to the other due to circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, fiber cuts, natural disaster, regulation or governmental acts, fire, civil disturbance, weather, or any unauthorized access to or destruction or modification of the Service, in whole or in part (each a “Force Majeure Event”).  Notwithstanding anything to the contrary in the Master Agreement, Client may terminate the affected Service Order(s) in its entirety and without penalty if a Force Majeure Event continues for more than ten (10) consecutive days and prevents A & H TECHNOLOGY GROUP from delivering the Service under such Service Order(s).

 

 

17.0 REGULATORY AND LEGAL CHANGES, POLE ATTACHMENT AND CONDUIT CHARGES, TARIFFS. 

 

17.1 In the event of any change in applicable law, regulation, decision, rule or order, including without limitation any new application of or increase in any government- or quasi-government-imposed fees or charges that increases the costs or other terms of A & H TECHNOLOGY GROUP’s delivery of Service to Client, or, in the event of any increase in pole attachment or conduit charges applicable to any facilities used by A & H TECHNOLOGY GROUP in providing the Service, Client acknowledges and agrees that A & H TECHNOLOGY GROUP may pass through to Client any such increased fees or costs, but only to the extent of the actual increase, provided A & H TECHNOLOGY GROUP notifies Client at least thirty (30) days in advance of the increase.  In such case, and if such increase materially increases the fees or charges due by Client under the Master Agreement for the applicable Service, Client may, within thirty (30) days after notification of such increase, terminate the affected Service without incurring termination liability, provided Client notifies A & H TECHNOLOGY GROUP at least fifteen (15) days in advance of Client’s requested termination date.  Further, in the event that A & H TECHNOLOGY GROUP is required to file tariffs or rate schedules with a regulatory agency or otherwise publish its rates in accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof, and A & H TECHNOLOGY GROUP is required under applicable law to apply those rates to Client’s purchase of Service under the Master Agreement, then the terms set forth in the applicable tariff or rate schedule shall govern A & H TECHNOLOGY GROUP’s delivery of, and Client’s use or consumption of the Service.  In addition, if A & H TECHNOLOGY GROUP determines that offering or providing the Service, or any part thereof, has become impracticable for legal or regulatory reasons or circumstances, then A & H TECHNOLOGY GROUP may terminate the Master Agreement and any affected Service Orders without liability, by giving Client thirty (30) days prior written notice or any such notice as is required by law or regulation applicable to such determination.

 

 

17.2 The Master Agreement, including the Attachments and the Service Order(s), are subject to all applicable federal, state or local laws and regulations in effect in the relevant jurisdiction(s) in which A & H TECHNOLOGY GROUP provides the Services.  If any provision of the Master Agreement, the Attachments, or the Service Order(s) contravene or are in conflict with any such law or regulation, then the terms of such law or regulation shall take priority over the relevant provision of the Master Agreement, the Attachments, and/or the Service Order(s).  If the relevant law or regulation applies to some but not all of the Service(s) being provided under the Master Agreement, then such law or regulation shall take priority over the relevant provision of the Master Agreement, the Attachments, and the Service Order(s) only for purposes of those Service(s) to which the law or regulation applies.  Except as explicitly stated in the Master Agreement, nothing contained in the Master Agreement shall constitute a waiver by A & H TECHNOLOGY GROUP of any rights under applicable laws or regulations pertaining to the installation, operation, maintenance or removal of the Services, facilities or equipment.

 

18.0 ENTIRE AGREEMENT

The Master Agreement, including without limitation all Attachments, sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the Parties with respect to such subject matter.

 

 19.0 ORDER OF PRECEDENCE

Each Service shall be provisioned pursuant to the terms and conditions of the Master Agreement.  In the event that A & H TECHNOLOGY GROUP permits a Client to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Client, and any different or additional terms contained in such purchase order shall have no force or effect.  To the extent that the terms of any Service Agreement or Service Order are inconsistent with the terms of these Terms and Conditions, the terms of the Service Agreement then the terms of the Service Order shall control.

 

 20.0 COMPLIANCE WITH LAWS

As between the Parties, A & H TECHNOLOGY GROUP shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to A & H TECHNOLOGY GROUP’s operation and provision of the Services as contemplated in the Master Agreement, and Client shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Client’s use of the Services as contemplated in the Master Agreement.  Unless specified otherwise in the Master Agreement, each Party shall give all notices, pay all fees and comply with all laws, ordinances, rules and regulations relating to its performance obligations specified in the Master Agreement.

 

 21.0 ARBITRATION

EXCEPT FOR CLAIMS FOR INJUNCTIVE RELIEF, AS DESCRIBED BELOW, ANY PAST, PRESENT, OR FUTURE CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THE MASTER AGREEMENT SHALL BE BROUGHT IN THE BOROUGH OF BROOKLYN, CITY OF NEW YORK AND SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, INCLUDING, IF APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR THE RESOLUTION OF CONSUMER RELATED DISPUTES.  CONSOLIDATED OR CLASS ACTION ARBITRATIONS SHALL NOT BE PERMITTED.  THE ARBITRATOR OF ANY DISPUTE OR CLAIM BROUGHT UNDER OR IN CONNECTION WITH THE MASTER AGREEMENT SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE RELIEF; INJUNCTIVE RELIEF MAY BE SOUGHT SOLELY IN AN APPROPRIATE COURT OF LAW.  NO CLAIM SUBJECT TO ARBITRATION UNDER THE MASTER AGREEMENT MAY BE COMBINED WITH A CLAIM SUBJECT TO RESOLUTION BEFORE A COURT OF LAW.  THE ARBITRABILITY OF DISPUTES SHALL BE DETERMINED BY THE ARBITRATOR.  JUDGMENT UPON AN AWARD MAY BE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION.  IF ANY PORTION OF THIS SECTION IS HELD TO BE UNENFORCEABLE, THE REMAINDER SHALL CONTINUE TO BE ENFORCEABLE.

 

22.0 GOVERNING LAW; JURISDICTION; CLAIMS

The interpretation, validity and enforcement of the Master Agreement, and all legal actions brought under or in connection with the subject matter of the Master Agreement, shall be governed by the law of the State of New York (except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded).  Any legal action brought under or in connection with the subject matter of the Master Agreement shall be brought only in the United States District Court for the Southern District of New York or, if such court would not have jurisdiction over the matter, then only in a New York State court sitting in the Borough of Brooklyyn, City of New York.  Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Master Agreement in any other court or forum.  Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Master Agreement in the Federal or state courts sitting in the Borough of Manhattan, City of New York, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum.  Any claim that Client wishes to assert under the Master Agreement must be initiated not later than one (1) year after the claim arose.

 

23.0 SEVERABILITY; WAIVER

In the event that any portion of the Master Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth in the Master Agreement and the remainder of the Master Agreement shall remain in full force and effect.  No waiver of any breach or default under the Master Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default.  To be legally binding on A & H TECHNOLOGY GROUP, any waiver must be in writing.

 

24.0 ASSIGNMENT

Client may not assign the Master Agreement without the prior written consent of A & H TECHNOLOGY GROUP, and any assignment in violation of this Section shall be null and void.  A & H TECHNOLOGY GROUP may assign its rights and obligations under the Master Agreement including, without limitation, in whole or in part, to any affiliate without the prior written approval of or notice to Client.  Client understands and agrees that, regardless of any such assignment; the rights and obligations of A & H TECHNOLOGY GROUP in the Master Agreement may accrue to, or be fulfilled by, any affiliate, as well as by A & H TECHNOLOGY GROUP and/or its subcontractors.

 

 

25.0 PUBLICITY

Client may not issue a press release, public announcement or other public statements regarding the Master Agreement without A & H TECHNOLOGY GROUP’s prior written consent.

 

 26.0 NO THIRD-PARTY BENEFICIARIES; RELATIONSHIP OF THE PARTIES

There are no third-party beneficiaries to the Master Agreement.  The Parties to the Master Agreement are independent contractors.

 

27.0 A & H TECHNOLOGY GROUP.COM

Client agrees that all of its use of the ahtechnologygroup.com website shall comply with the Term of Use available at http://www. ahtechnologygroup.com /Corporate/Privacy.html, as the same may be updated by A & H TECHNOLOGY GROUP from time to time.

 

28.0 NOTICES

Any notice under the Master Agreement shall be given in writing and shall be deemed to have been given when received by the other Party.  Notices shall be delivered to Client and A & H TECHNOLOGY GROUP at the respective addresses set forth above, or to such other address as is provided by one Party to the other in writing.  Notices to A & H TECHNOLOGY GROUP shall be sent to A & H Technology Group 347 Fifth Avenue Suite 1402 New York, New York, New York, 10016, Attn: General Counsel, Fax: (866) 409-1813.

 

29.0 COUNTERPARTS 

The Master Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

 

——————————————————————————–

Attachment A

Excalibur Managed Services

(“EMS Services”)

 

Excalibur Managed Services:  Is a remote managing tool that provides client with proactive services for their Computers (“PC”). Client can elect to receive Protections or Complete services. If Client selects to receive the Excalibur Managed Services, A & H TECHNOLOGY GROUP shall provide protection and/or complete managed services. 

 

Client’s receiving the Excalibur Managed Services is subject to the following additional terms and conditions:

 

  • Client must be a current Client of A & H TECHNOLOGY GROUP to receive the Excalibur Managed Services Solutions.

 

  • If Client selects to receive the Excalibur Managed Services, Client shall provide connectivity to the personal computer (“PC”) via a third party Internet Service Provider (“ISP”) at the client’s location or by wireless broadband connection of the limited number of Client employees set forth on a Service Order to connect such employees’ PCs to the Client’s data network.

 

  • Client shall specifically advise every end user that in order to receive the services for their computer system, end user is requirement to power on their computer system on a daily basis.

 

  • Client shall distribute to all end users all notifications in regards to servicing and safe computing information (to be supplied by A & H TECHNOLOGY GROUP) and instruct all end users of the Excalibur Managed Services to read the information and follow A & H TECHNOLOGY GROUP recommended best practices in computing.

 

 

  • The monthly service charges set forth in a Service Order for Excalibur Managed Services do not include applicable taxes and regulatory fees. Notwithstanding anything to the contrary in the Master Agreement, the monthly service charges for the Excalibur Managed Services are subject to change in accordance to the cost of our vendor’s pricing any in increases applied will be passed on to our Clients.

 

  • A & H TECHNOLOGY GROUP shall have the right to turn off or uninstalled its agent that monitors Client’s PCs for any reason that is deemed necessary.

 

  • Client shall permit A & H TECHNOLOGY GROUP reasonable access to Client and any End User facilities, to provide technical support services to PCs to restore them in a working functional order at a discounted rate as listed within the Service Order.

 

  • Client may terminate a month-to-month Order Term for the Excalibur Managed Services by giving thirty (30) days advance written notice to A & H TECHNOLOGY GROUP.

 

  • As a Managed Service Provider, A & H TECHNOLOGY GROUP is required to access and audit Excalibur Managed Services system for limited informational purposes. The Excalibur Managed Services may be accessed by or on behalf of A & H TECHNOLOGY GROUP (remotely or otherwise) for administrative tasks and for verifying license compliance of third-party software.

 

Client shall not upload, post, transmit or otherwise make available on or through the Internet any material (including any message or series of message) that violates or infringes in any way upon the rights of others (including any intellectual property and other proprietary rights), that is unlawful, threatening, abusive, obstructive, harassing, libelous, invasive of privacy or publicity rights, that in the circumstances would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or objectionable, that causes or would cause damage to A & H TECHNOLOGY GROUP’s or any other party’s property, or that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law.

DISCLAIMER 

 

Last Update September 20,2019

 

WEBSITE DISCLAIMER

 

The information provided by A & H Technology Group (“we”, “us” or “our”) on www.athgww..com (the “Site”) and our mobile application is for general informational purpose only. All information on the Site and our Mobile Application is provided in good faith, however we make no representation on or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information on the Site or our Mobile Applications. UNDER NO CIRCUMSTANCE SHALL WE HAVE ANY LIABILTY TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE AND OUR MOBILE APPLICATION. YOUR USE OF THE SITE AND OUR MOBLIE APPLICATION AND YOUR RELIANCE ON ANY INFORMATION ON THE SITE AND OUR MOBILE APPLICATION IS SOLELY AT YOUR OWN RISK.

 

TESTIMONIAL DISCLAIMER 

 

The Site may contain testimonials by users of our products and/or services. These testimonials reflect the real-life experiences and opinions of such users. However, the experiences are personal to those particular users, and may not necessarily be representative of all users of our products and/or services. We do not claim, and you should not assume, that all users will have the same experiences. YOUR INDIVIDUAL RESULTS MAY VARY.

 

The testimonials on the Site are submitted in various form such as text, audio and/or video, and are reviewed by us before being posted. They appear on the Site verbatim as given by the users, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public.

 

The view and opinions contained in the testimonials belong solely to the individual user and do not reflect our views and opinions. We are not affiliated with users who provide testimonials, and users are not paid or otherwise compensated for their testimonials.

 

Quotes TERMS AND CONDITIONS

All prices and descriptions are subject to change without notice.

THIS PRICE LIST IS A QUOTATION ONLY AND IS NOT AN ORDER OR OFFER TO SELL. No contract for sale will exist unless and until a purchase order has been issued by you and accepted by A & H Technology Group (“A & H Technology Group “). Acceptance by A & H Technology Group of any offer is expressly conditioned upon your assent to the Terms and Conditions of Sale set forth in A & H Technology Group’s invoices.

The prices contained in this list may not be relied upon as the price at which A & H Technology Group will accept an offer to purchase products unless expressly agreed to by A & H Technology Group in writing.

Products quoted were selected by A & H Technology Group based on specifications available at the time of the quotation and is not guaranteed to meet bid specifications. Product specifications may be changed by the manufacturer without notice. It is your responsibility to verify product conformance to specifications of any subsequent contract. All products are subject to availability from the manufacturer.

A & H Technology Group is not responsible for compliance with regulations, requirements or obligations associated with any contract resulting from this quotation unless said regulations, requirements or obligations have been passed to A & H Technology Group and approved in writing by an authorized representative of A & H Technology Group .

***The freight costs listed are estimates. Shipping costs may vary based on time of purchase, quantity ordered, shipment carrier and warehouse sourced. Actual shipping costs will be calculated during shipment and will be reflected on your invoice.

***A & H Technology Group requires a deposit of 100% for hardware and 50% for services orders***

***All checks are made payable to A & H Technology Group***

Hardware and Software TERMS AND CONDITIONS

All equipment (hardware and software) are covered by Manufacturers’ Warranties. If a product is covered by a manufacturer’s warranty, it will be stated on that product’s web page. Manufacturers’ warranty details are typically available at the manufacturer’s website. Detailed manufacturer warranty information can also be obtained for free by contacting our Customer Service department. Please note that products in this category are non-refundable unless otherwise indicated.

Products that state “This item can be returned to the product manufacturer only” must be returned directly to the product manufacturer for repair or replacement, unless otherwise required by law. For these items, the warranty policy provided by the product manufacturer explicitly requires that any returns, repairs etc. be requested and processed directly by the consumer (or “end-user”) of the item.

–Manufacturer Warranty

  1. Summary i.

■Return for refund within: non-refundable

■Return for replacement within: non-replaceable

 

  1. Detail i. This is our Standard Return Policy. Items covered by this policy (those products for which Newegg states “This item may be returned for a replacement or refund within 30 days only”) must be returned to Newegg within 30 days of the invoice date for this policy to apply. “Return” constitutes receipt of the product by Newegg, and not the mere issuance of an RMA.

 

Copyright © 2019 A & H Technology Group. All Rights Reserved.

No part of this document may be copied, reproduced or transmitted in any form without the express written consent of A & H Technology Group

 

Service Terms and Conditions

The customer’s signature on this work order indicates that I received and agreed to be bound by A & H Technology Group’s service agreement and the work ordered within this work order has been completed to my satisfaction. Work must be paid for prior to commencement. Sales are final. Deposits are non-refundable. A & H Technology Group cannot install unlicensed software. Customers Must Provide ALL Software Parts that are defective or incompatible with repair shall be discarded A & H Technology Group is not responsible for necessary repair services which the customer has not requested and paid for. There is a 90 day service warranty upon the completion of ordered services. After the warranty limited a standard hourly service fee will be applied to all service requests. Hardware warranty claims must go through the OEM. Internet support must go through your ISP. Our services shall in no way replace, supersede, or in any other way attach to any EULA.

Technical support shall be indefinitely suspended if the end user improperly attempts to repair their PC; of it they download or use unlicensed software which is known to cause computer problems. To the extent permitted by law, you agree that A & H Technology Group total liability for damages related to its services is limited to the total amount you pay for the these services (plus parts if applicable), and you release A & H Technology Group from liability for any indirect, incidental, special, or consequential damages.

 

Managed Services [Excalibur Managed Services] Terms and Conditions

 

 

1.0 AGREEMENT.

 

These A & H Technology Group Terms and Conditions (“Terms and Conditions”), and any A & H Technology Group Service Orders (as described in Section 2.2 below) are hereby incorporated into the A & H Technology Group National Service Agreement or the A & H Technology Group Service Agreement, as the case may be, (“Service Agreement”) and constitute the “Master Agreement” by and between Client and A & H TECHNOLOGY GROUP (collectively, the “Parties” or each individually a “Party”) for the services specified on Service Orders (“Services”).  The attachments to these Terms and Conditions (“Attachments”) further describe A & H TECHNOLOGY GROUP’s services and are hereby incorporated into, and made a part of, these Terms and Conditions by this reference.  The Attachments set forth additional terms and conditions for the applicable Service.  “A & H TECHNOLOGY GROUP” means the A & H Technology Group-affiliated entity that is providing the Services, if required.

 

2.0 SERVICES AND SERVICE ORDERS.

 

2.1 Subject to the terms and conditions of the Master Agreement, A & H TECHNOLOGY GROUP shall provide Client with the Services in accordance with any Service Order entered into by the Parties.  Client understands and agrees that certain Services may not be available in all A & H TECHNOLOGY GROUP service areas and that A & H TECHNOLOGY GROUP, upon entering into a Service Order with Client may, at A & H TECHNOLOGY GROUP’s discretion, utilize one or more of its affiliates or third parties to deliver the Services (“Third Party Services”).  The Third-Party Services may be subject to additional terms and conditions.  Unless otherwise set forth, A & H TECHNOLOGY GROUP shall use commercially reasonable efforts to provide the Services seven (7) days a week, twenty-four (24) hours a day, excluding scheduled maintenance, required repair and events beyond A & H TECHNOLOGY GROUP’s reasonable control.

 

2.2 Client shall request Services by issuing to A & H TECHNOLOGY GROUP one or more proposed service and/or work order(s) (by email or contacting Technical support at 718.509.6030 between the hours of 9am – 5pm) or via a mutually agreed electronic technical support ticketing system.  Upon A & H TECHNOLOGY GROUP’s acceptance of a proposed service and/or work order(s), such proposed service and/or work order(s), shall be deemed a “Service Order” hereunder and shall be deemed incorporated into, and made a part of, the Master Agreement by this reference.  A proposed service and/or work order shall be deemed accepted upon the earlier of (a) A & H TECHNOLOGY GROUP’s acceptance of such proposed service and/or work order in writing; or (b) A & H TECHNOLOGY GROUP’s commencement of delivery of the Service(s) set forth in such proposed service and/or work order.

 

3.0 SERVICE INSTALLATION.

 

3.1 Client shall allow A & H TECHNOLOGY GROUP with access to install its service Agent onto their PCs either through remote support installation or by Client installing of Agent that is received through email from A & H TECHNOLOGY GROUP to ensure that each every PC is enabled to receive the Service. Client shall permit A & H TECHNOLOGY GROUP reasonable access to the Client and any End User facilities at any time as needed to install, configure, upgrade, maintain or remove the A & H TECHNOLOGY GROUP Agent located at Client’s or an End User’s facilities.  Client shall make and maintain throughout the Term all reasonable site preparations necessary to permit the installation, maintenance and operation of the Service as specified by A & H TECHNOLOGY GROUP and that is required to provide the Services.

 

3.2 Provided that Client properly performs all necessary site preparation and provides A & H TECHNOLOGY GROUP with all required consents and PC access, A & H TECHNOLOGY GROUP shall use commercially reasonable efforts to install the Service in accordance with the requested Service start date indicated on a Service Order.  A & H TECHNOLOGY GROUP shall provide Client with a completion notice (“Completion Notice”) upon completion of the installation of a Service.  In the event that A & H TECHNOLOGY GROUP is unable to install the Service in accordance with the agreed upon schedule as a result of (a) Client’s (or its End User’s) failure to deliver any required materials, support or information to A & H TECHNOLOGY GROUP; or (b) A & H TECHNOLOGY GROUP not being able to obtain access to PCS as necessary for installation of the Service, then Client shall pay A & H TECHNOLOGY GROUP the standard installation fee as identified on the applicable Attachment hereto for any installation trip made by A & H TECHNOLOGY GROUP and an additional installation fee for each subsequent trip necessitated to perform the Service installation.  Client shall perform interconnection of the Services and A & H TECHNOLOGY GROUP Equipment with Client’s or an End User’s equipment, unless otherwise set forth in an Attachment or agreed in writing between the Parties.

 

4.0 SUPPORT & MAINTENANCE. 

 

A & H TECHNOLOGY GROUP shall use commercially reasonable efforts to maintain the A & H TECHNOLOGY GROUP-provided service offering.  on A & H TECHNOLOGY GROUP’s side of the demarcation points used by A & H TECHNOLOGY GROUP to provide the Service.  A & H TECHNOLOGY GROUP shall provide a telephone number and email address for inquiries and remote problem support for the Service.  All such Client support shall be provided only to Client’s designated personnel, as mutually agreed upon by A & H TECHNOLOGY GROUP and Client.  Client is responsible for all communications and interfaces with its End Users.  In no event shall A & H TECHNOLOGY GROUP be responsible for providing support for any network, equipment or illegal software not provided, installed or approved by A & H TECHNOLOGY GROUP or for issues or problems beyond its control.

 

5.0 CLIENT OBLIGATIONS.  

 

5.1 Client’s use of the Service (including all content transmitted via the Service) shall comply with all applicable laws and regulations and the terms of the Master Agreement.  Client shall not resell or redistribute (whether for a fee or otherwise) the Service, or any portion thereof, or make any use of the Service other than for Client’s internal business purposes, unless otherwise agreed in writing by A & H TECHNOLOGY GROUP.  Client shall ensure that its End Users’ use of the Service, if any, shall comply with all applicable laws and regulations and terms of the Master Agreement.  A & H TECHNOLOGY GROUP may audit Client’s use of the Service remotely or otherwise, to ensure Client’s compliance with the Master Agreement.

 

 

6.0 TERM. 

 

The Master Agreement shall commence on the earlier to occur of (a) the date of the last signature on the Service Agreement (the “Effective Date”) or (b) A & H TECHNOLOGY GROUP’s commencement of delivery of the Service(s) set forth in a Service Order, and shall remain in effect for the term specified in the Service Agreement, or if no term is specified, until the expiration or termination of all Service Orders (the “Term”).  The term for the applicable Service shall be set forth in the Service Order (“Initial Order Term”) and shall remain in effect until expiration as set forth in the Service Order.  Unless otherwise specified in the Service Agreement, if the Client continues to receive Services after the expiration of the Initial Order Term, the Services shall renew on a month to month basis on the same terms and conditions (“Renewal Order Term”, collectively with Initial Order Term, “Order Term”).  The fees for the Renewal Order Term shall be as set forth in Section 7.

 

7.0 PAYMENT. 

 

For each Service, Client shall pay A & H TECHNOLOGY GROUP all recurring and non-recurring charges, fees and taxes, (which may include onsite technical support (collectively the “Service Charges”) as set forth on the Service Order in accordance with the following payment terms:  Service Charges shall be billed to Client on a monthly basis commencing upon Service installation, and are payable within thirty (30) days after the date appearing on the invoice.  Client must bring any billing error to A & H TECHNOLOGY GROUP’s attention within thirty (30) days after the date appearing on the applicable invoice or Client waives its right to a refund or credit associated with such billing error.  A & H TECHNOLOGY GROUP shall not defer any charges while Client awaits reimbursement, subsidy, discount or credit from any third party or government entity, and Client shall have the obligation to pay all charges regardless of the status of any such reimbursement, subsidy, discount or credit.  A & H TECHNOLOGY GROUP shall have the right to increase Service Charges for each Service after the Initial Order Term for such Service upon thirty (30) days written notice to Client.  A & H TECHNOLOGY GROUP may charge a late fee for any amounts which are not paid when due.  The late fee shall be the lesser of one and one-half percent (1.5%) per month or the highest rate chargeable by law.  Client shall also be responsible for all costs of collection (including reasonable attorneys’ fees) to collect overdue amounts.  If A & H TECHNOLOGY GROUP fails to present a charge in a timely manner, such failure shall not constitute a waiver of the charges for the fees to which it relates, and Client shall pay such invoice in accordance with these payment terms.

 

8.0 TAXES. 

 

8.1 Client shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions imposed on the Services and/or products that are the subject of the Master Agreement including but not limited to state and local sales and use taxes, telecommunications taxes, federal and state universal service fund fees and/or state and local regulatory fees to the extent applicable.  A & H TECHNOLOGY GROUP shall have the right to recover from Client, and Client shall pay, the amount of any state or local fees, charges or taxes arising as a result of the Master Agreement that are imposed on A & H TECHNOLOGY GROUP or A & H TECHNOLOGY GROUP’s Services, or measured on A & H TECHNOLOGY GROUP’s receipts, and any other costs or expenses that A & H TECHNOLOGY GROUP is entitled under applicable law to pass through to or otherwise charge Client for Client’s use or receipt of the Services.  Such fees or taxes shall be invoiced to Client in the form of a surcharge included on Client’s invoice.  A & H TECHNOLOGY GROUP shall be responsible for and shall pay all taxes measured by A & H TECHNOLOGY GROUP’s net income.  To the extent that a dispute arises as to which Party is liable for fees or taxes under the Master Agreement, Client shall bear the burden of proof in showing that the fee or tax is imposed upon A & H TECHNOLOGY GROUP’s net income.  This burden may be satisfied by Client producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on A & H TECHNOLOGY GROUP’s net income.  Client shall provide A & H TECHNOLOGY GROUP any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that Services are first provided under the Master Agreement.  To the extent such documentation is held invalid for any reason, Client shall reimburse A & H TECHNOLOGY GROUP for any tax or fee liability including without limitation related interest and penalties arising from such invalid documentation.

 

8.2 Client acknowledges that currently, and from time to time, there is uncertainty about the regulatory classification and/or treatment of some of the Services A & H TECHNOLOGY GROUP provides and, consequently, uncertainty about what fees, taxes and surcharges are due from A & H TECHNOLOGY GROUP and/or its Clients.  Client agrees that A & H TECHNOLOGY GROUP has the right to determine, in its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental authorities, and/or to pay and pass them through to Client.  Client hereby waives any claims it may have regarding A & H TECHNOLOGY GROUP’s collection or remittance of such fees, taxes and surcharges.  Client understands that it may obtain a list of the fees, taxes and surcharges that A & H TECHNOLOGY GROUP currently collects or passes through by writing to A & H TECHNOLOGY GROUP at the following address and requesting same: A & H Technology Group, 33-70 Prince Street, Suite 217, Flushing, New York 11354; Attention: Clients Tax Inquiries.

 

9.0 PROPRIETARY RIGHTS AND CONFIDENTIALITY. 

 

9.1 All materials including, but not limited to, any A & H TECHNOLOGY GROUP Equipment (including related firmware), software, data and information provided by A & H TECHNOLOGY GROUP, any identifiers or passwords used to access the Service or otherwise provided by A & H TECHNOLOGY GROUP, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by A & H TECHNOLOGY GROUP to provide the Service (collectively “A & H TECHNOLOGY GROUP Materials”) shall remain the sole and exclusive property of A & H TECHNOLOGY GROUP or its suppliers.  Nothing herein is intended to convey any right or ownership interest to Client or any other person or entity in or to such A & H TECHNOLOGY GROUP Materials.  Client shall acquire no interest in the A & H TECHNOLOGY GROUP Materials by virtue of the payments provided for under the Master Agreement.  Client may use the A & H TECHNOLOGY GROUP Materials solely for Client’s use of the Service during any applicable Order Term and the same may not be transferred by Client to any other person, corporation or entity.  Client may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the A & H TECHNOLOGY GROUP Materials, in whole or in part, or use them for the benefit of any third party.  All rights in the A & H TECHNOLOGY GROUP Materials not expressly granted to Client in the Master Agreement are reserved to A & H TECHNOLOGY GROUP.

 

9.2 Client shall maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted in the Master Agreement, the A & H TECHNOLOGY GROUP Materials and any other information and materials provided by A & H TECHNOLOGY GROUP in connection with the Master Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the content of the Master Agreement.

 

9.3 Software is provided to Client under the Master Agreement, A & H TECHNOLOGY GROUP grants Client a limited, non-exclusive and non-transferable license to use such software, in object code form only, solely for the purpose of using the Service for Client’s internal business purposes during the Term.

 

 10.0 TERMINATION. 

 

10.1  Either Party may terminate a Service Order: (a) upon thirty (30) days written notice to the other Party of the other Party’s material breach of the Master Agreement or the applicable Service Order, provided that such material breach is not cured within such thirty (30) day period; (b) immediately, in the event that the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debtors, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange (each a “Bankruptcy Event”); or (c) immediately, in the event that, after entering into such Service Order, A & H TECHNOLOGY GROUP conducts a site survey and learns that the construction costs shall require a material increase in the Service Charges.  In the event that Client fails to comply with any applicable laws or regulations or the terms of the Master Agreement, upon thirty (30) days written notice A & H TECHNOLOGY GROUP may suspend or discontinue any applicable Service in whole or in part without further notice, provided that such failure is not cured within such thirty (30) day period.  In addition, A & H TECHNOLOGY GROUP may immediately terminate or suspend Client’s or its End User’s use of the Service if such use is determined by A & H TECHNOLOGY GROUP, in its sole discretion, to be resulting in a material degradation of the A & H TECHNOLOGY GROUP network, until such time as such degradation has been remedied.  In the event of a suspension of Service, A & H TECHNOLOGY GROUP may require the payment of reconnect or other charges before restarting the suspended Service.

 

10.2  Upon the termination or expiration of the Master Agreement (including all Service Orders): (a) A & H TECHNOLOGY GROUP’s obligations under the Master Agreement shall cease; (b) Client shall promptly pay all amounts due and owing to A & H TECHNOLOGY GROUP for Service delivered prior to the date of termination or expiration, and any de-installation fees, if any; (c) Client shall promptly cease all use of any software provided by A & H TECHNOLOGY GROUP under the Master Agreement, and shall return such software to A & H TECHNOLOGY GROUP.

 

10.3  In addition, notwithstanding anything to the contrary in the Master Agreement, in the event this Master Agreement or any Service Order hereunder terminates for any reason other than A & H TECHNOLOGY GROUP’s material breach or a Bankruptcy Event impacting A & H TECHNOLOGY GROUP (as permitted in Sections 11.1(a) or (b)) or as permitted in Section 11.1(c) above, Client shall, at A & H TECHNOLOGY GROUP’s discretion: (a) promptly pay A & H TECHNOLOGY GROUP the full amount of the Service Charges that Client would have been charged for the remainder of the Initial Term or the then-current renewal term; or (b) reimburse A & H TECHNOLOGY GROUP for all volume, term or other discounts and credits provided in anticipation of full performance of Client’s obligations and any unpaid portion of the installation fee set forth in the applicable Service Order(s).

 

10.4 The provisions of sections 7 – 9, 11 – 15, 17.1, 18, 19, 21 – 23, 25 and 26 and the Attachments shall survive the termination or expiration of the Master Agreement.

 

12.0 INDEMNIFICATION. 

 

Client shall defend, indemnify and hold harmless A & H TECHNOLOGY GROUP, its affiliates, its service providers and suppliers and their respective officers, directors, employees and agents, from and against third party claims, losses, liabilities, damages, costs and expenses, including reasonable attorneys’ and other professionals’ fees, arising out of or relating to: (a) the use of the Service, including but not limited to a breach of Section 5 of these Terms and Conditions; (b) personal injury or property damage caused by the negligence or willful misconduct of Client or its employees or agents; or (c) any fees, fines or penalties incurred by A & H TECHNOLOGY GROUP as a result of Client’s violation of the 10% Rule as set forth in Attachment D.

 

13.0 DISCLAIMER OF WARRANTY. 

 

EXCEPT AS STATED IN THIS AGREEMENT, A & H TECHNOLOGY GROUP DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, INTEROPERABILITY, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. A & H TECHNOLOGY GROUP DOES NOT WARRANT THE WORK AND SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED AND/OR ERROR FREE. A & H TECHNOLOGY GROUP DOES NOT MAKE AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AGAINST LOSS OF DATA, SECURITY BREACHES, THIRD PARTY INTERRUPTION OR INTERFERENCE WITH DATA OR NETWORKS, AND EXPOSURE OR RELEASE OF PERSONALLY IDENTIFIABLE INFORMATION, REGARDLESS OF CAUSE. ALL WARRANTIES PROVIDED HEREIN ARE PERSONAL TO, AND INTENDED SOLELY FOR THE BENEFIT OF CUSTOMER, AND DO NOT EXTEND TO ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER ACKNOWLEDGES THAT A & H TECHNOLOGY GROUP  SHALL BEAR NO RESPONSIBILITY FOR THE PERFORMANCE, REPAIR OR WARRANTY OF ANY OF CUSTOMER’S SOFTWARE, HARDWARE PRODUCTS OR SERVICES PROVIDED TO CUSTOMER OR BY A THIRD PARTY, UNLESS OTHERWISE SET FORTH HEREIN

 

15.0 DISCLOSURE OF CLIENT INFORMATION. 

 

Confidential Information and Ownership Rights of the Parties.  For purposes of this Agreement, the term “Confidential Information” shall mean all non-public information of either Party including, without limitation, customer lists, customer information, supplier lists, financial information, contractual information, logos, designs, pricing information, internal business organization information, marketing, business and expansion plans and all other business documents, notes, records, research and development, intellectual property, technologies, processes, procedures, programs, systems, products and methods of either Party, the Works and Tools of A & H TECHNOLOGY GROUP  and all written, oral or electronic information concerning any of the preceding. Each Party acknowledges and agrees that the other Party has the exclusive copyright, trademark, patent, proprietary, industrial, ownership and use rights to its Confidential Information throughout the world, whether such rights currently exist or are recognized in the future, and in all media and languages, including but not limited to: (a) all technical data or other written or oral disclosures concerning Confidential Information and/or the design, functionality and specifications of any Confidential Information; (b) all know-how, techniques or processes concerning the Confidential Information; (c) all future modifications to or improvements of Confidential Information; (d) all Derivative Works based on or know-how, inventions or technology developed from any Confidential Information and/or information derived from the Confidential Information; and (e) all rights to exploit Confidential Information commercially.  Confidential Information shall not include any information which (a) was in the public domain at the time it was disclosed, or thereafter enters the public domain through no fault of the Party alleging violation of this Section; (b) was available to a Party at the time of disclosure to that Party, or thereafter becomes known by that Party, on a non-confidential basis from sources independent of A & H TECHNOLOGY GROUP  or Customer; (c) information which is independently developed by either Party without use of or reference to the other Party’s Confidential Information; or (d) is disclosed or used by a Party with the other Party’s advance written approval.

 

 16.0 FORCE MAJEURE. 

 

Notwithstanding anything to the contrary in the Master Agreement, a Party shall have no liability to the other due to circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, fiber cuts, natural disaster, regulation or governmental acts, fire, civil disturbance, weather, or any unauthorized access to or destruction or modification of the Service, in whole or in part (each a “Force Majeure Event”).  Notwithstanding anything to the contrary in the Master Agreement, Client may terminate the affected Service Order(s) in its entirety and without penalty if a Force Majeure Event continues for more than ten (10) consecutive days and prevents A & H TECHNOLOGY GROUP from delivering the Service under such Service Order(s).

 

 

17.0 REGULATORY AND LEGAL CHANGES, POLE ATTACHMENT AND CONDUIT CHARGES, TARIFFS. 

 

17.1 In the event of any change in applicable law, regulation, decision, rule or order, including without limitation any new application of or increase in any government- or quasi-government-imposed fees or charges that increases the costs or other terms of A & H TECHNOLOGY GROUP’s delivery of Service to Client, or, in the event of any increase in pole attachment or conduit charges applicable to any facilities used by A & H TECHNOLOGY GROUP in providing the Service, Client acknowledges and agrees that A & H TECHNOLOGY GROUP may pass through to Client any such increased fees or costs, but only to the extent of the actual increase, provided A & H TECHNOLOGY GROUP notifies Client at least thirty (30) days in advance of the increase.  In such case, and if such increase materially increases the fees or charges due by Client under the Master Agreement for the applicable Service, Client may, within thirty (30) days after notification of such increase, terminate the affected Service without incurring termination liability, provided Client notifies A & H TECHNOLOGY GROUP at least fifteen (15) days in advance of Client’s requested termination date.  Further, in the event that A & H TECHNOLOGY GROUP is required to file tariffs or rate schedules with a regulatory agency or otherwise publish its rates in accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof, and A & H TECHNOLOGY GROUP is required under applicable law to apply those rates to Client’s purchase of Service under the Master Agreement, then the terms set forth in the applicable tariff or rate schedule shall govern A & H TECHNOLOGY GROUP’s delivery of, and Client’s use or consumption of the Service.  In addition, if A & H TECHNOLOGY GROUP determines that offering or providing the Service, or any part thereof, has become impracticable for legal or regulatory reasons or circumstances, then A & H TECHNOLOGY GROUP may terminate the Master Agreement and any affected Service Orders without liability, by giving Client thirty (30) days prior written notice or any such notice as is required by law or regulation applicable to such determination.

 

 

17.2 The Master Agreement, including the Attachments and the Service Order(s), are subject to all applicable federal, state or local laws and regulations in effect in the relevant jurisdiction(s) in which A & H TECHNOLOGY GROUP provides the Services.  If any provision of the Master Agreement, the Attachments, or the Service Order(s) contravene or are in conflict with any such law or regulation, then the terms of such law or regulation shall take priority over the relevant provision of the Master Agreement, the Attachments, and/or the Service Order(s).  If the relevant law or regulation applies to some but not all of the Service(s) being provided under the Master Agreement, then such law or regulation shall take priority over the relevant provision of the Master Agreement, the Attachments, and the Service Order(s) only for purposes of those Service(s) to which the law or regulation applies.  Except as explicitly stated in the Master Agreement, nothing contained in the Master Agreement shall constitute a waiver by A & H TECHNOLOGY GROUP of any rights under applicable laws or regulations pertaining to the installation, operation, maintenance or removal of the Services, facilities or equipment.

 

18.0 ENTIRE AGREEMENT

The Master Agreement, including without limitation all Attachments, sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the Parties with respect to such subject matter.

 

 19.0 ORDER OF PRECEDENCE

Each Service shall be provisioned pursuant to the terms and conditions of the Master Agreement.  In the event that A & H TECHNOLOGY GROUP permits a Client to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Client, and any different or additional terms contained in such purchase order shall have no force or effect.  To the extent that the terms of any Service Agreement or Service Order are inconsistent with the terms of these Terms and Conditions, the terms of the Service Agreement then the terms of the Service Order shall control.

 

 20.0 COMPLIANCE WITH LAWS

As between the Parties, A & H TECHNOLOGY GROUP shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to A & H TECHNOLOGY GROUP’s operation and provision of the Services as contemplated in the Master Agreement, and Client shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Client’s use of the Services as contemplated in the Master Agreement.  Unless specified otherwise in the Master Agreement, each Party shall give all notices, pay all fees and comply with all laws, ordinances, rules and regulations relating to its performance obligations specified in the Master Agreement.

 

 21.0 ARBITRATION

EXCEPT FOR CLAIMS FOR INJUNCTIVE RELIEF, AS DESCRIBED BELOW, ANY PAST, PRESENT, OR FUTURE CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THE MASTER AGREEMENT SHALL BE BROUGHT IN THE BOROUGH OF BROOKLYN, CITY OF NEW YORK AND SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, INCLUDING, IF APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR THE RESOLUTION OF CONSUMER RELATED DISPUTES.  CONSOLIDATED OR CLASS ACTION ARBITRATIONS SHALL NOT BE PERMITTED.  THE ARBITRATOR OF ANY DISPUTE OR CLAIM BROUGHT UNDER OR IN CONNECTION WITH THE MASTER AGREEMENT SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE RELIEF; INJUNCTIVE RELIEF MAY BE SOUGHT SOLELY IN AN APPROPRIATE COURT OF LAW.  NO CLAIM SUBJECT TO ARBITRATION UNDER THE MASTER AGREEMENT MAY BE COMBINED WITH A CLAIM SUBJECT TO RESOLUTION BEFORE A COURT OF LAW.  THE ARBITRABILITY OF DISPUTES SHALL BE DETERMINED BY THE ARBITRATOR.  JUDGMENT UPON AN AWARD MAY BE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION.  IF ANY PORTION OF THIS SECTION IS HELD TO BE UNENFORCEABLE, THE REMAINDER SHALL CONTINUE TO BE ENFORCEABLE.

 

22.0 GOVERNING LAW; JURISDICTION; CLAIMS

The interpretation, validity and enforcement of the Master Agreement, and all legal actions brought under or in connection with the subject matter of the Master Agreement, shall be governed by the law of the State of New York (except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded).  Any legal action brought under or in connection with the subject matter of the Master Agreement shall be brought only in the United States District Court for the Southern District of New York or, if such court would not have jurisdiction over the matter, then only in a New York State court sitting in the Borough of Brooklyyn, City of New York.  Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Master Agreement in any other court or forum.  Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Master Agreement in the Federal or state courts sitting in the Borough of Manhattan, City of New York, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum.  Any claim that Client wishes to assert under the Master Agreement must be initiated not later than one (1) year after the claim arose.

 

23.0 SEVERABILITY; WAIVER

In the event that any portion of the Master Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth in the Master Agreement and the remainder of the Master Agreement shall remain in full force and effect.  No waiver of any breach or default under the Master Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default.  To be legally binding on A & H TECHNOLOGY GROUP, any waiver must be in writing.

 

24.0 ASSIGNMENT

Client may not assign the Master Agreement without the prior written consent of A & H TECHNOLOGY GROUP, and any assignment in violation of this Section shall be null and void.  A & H TECHNOLOGY GROUP may assign its rights and obligations under the Master Agreement including, without limitation, in whole or in part, to any affiliate without the prior written approval of or notice to Client.  Client understands and agrees that, regardless of any such assignment; the rights and obligations of A & H TECHNOLOGY GROUP in the Master Agreement may accrue to, or be fulfilled by, any affiliate, as well as by A & H TECHNOLOGY GROUP and/or its subcontractors.

 

 

25.0 PUBLICITY

Client may not issue a press release, public announcement or other public statements regarding the Master Agreement without A & H TECHNOLOGY GROUP’s prior written consent.

 

 26.0 NO THIRD-PARTY BENEFICIARIES; RELATIONSHIP OF THE PARTIES

There are no third-party beneficiaries to the Master Agreement.  The Parties to the Master Agreement are independent contractors.

 

27.0 A & H TECHNOLOGY GROUP.COM

Client agrees that all of its use of the ahtechnologygroup.com website shall comply with the Term of Use available at http://www. ahtechnologygroup.com /Corporate/Privacy.html, as the same may be updated by A & H TECHNOLOGY GROUP from time to time.

 

28.0 NOTICES

Any notice under the Master Agreement shall be given in writing and shall be deemed to have been given when received by the other Party.  Notices shall be delivered to Client and A & H TECHNOLOGY GROUP at the respective addresses set forth above, or to such other address as is provided by one Party to the other in writing.  Notices to A & H TECHNOLOGY GROUP shall be sent to A & H Technology Group 347 Fifth Avenue Suite 1402 New York, New York, New York, 10016, Attn: General Counsel, Fax: (866) 409-1813.

 

29.0 COUNTERPARTS 

The Master Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

 

——————————————————————————–

Attachment A

Excalibur Managed Services

(“EMS Services”)

 

Excalibur Managed Services:  Is a remote managing tool that provides client with proactive services for their Computers (“PC”). Client can elect to receive Protections or Complete services. If Client selects to receive the Excalibur Managed Services, A & H TECHNOLOGY GROUP shall provide protection and/or complete managed services. 

 

Client’s receiving the Excalibur Managed Services is subject to the following additional terms and conditions:

 

  • Client must be a current Client of A & H TECHNOLOGY GROUP to receive the Excalibur Managed Services Solutions.

 

  • If Client selects to receive the Excalibur Managed Services, Client shall provide connectivity to the personal computer (“PC”) via a third party Internet Service Provider (“ISP”) at the client’s location or by wireless broadband connection of the limited number of Client employees set forth on a Service Order to connect such employees’ PCs to the Client’s data network.

 

  • Client shall specifically advise every end user that in order to receive the services for their computer system, end user is requirement to power on their computer system on a daily basis.

 

  • Client shall distribute to all end users all notifications in regards to servicing and safe computing information (to be supplied by A & H TECHNOLOGY GROUP) and instruct all end users of the Excalibur Managed Services to read the information and follow A & H TECHNOLOGY GROUP recommended best practices in computing.

 

 

  • The monthly service charges set forth in a Service Order for Excalibur Managed Services do not include applicable taxes and regulatory fees. Notwithstanding anything to the contrary in the Master Agreement, the monthly service charges for the Excalibur Managed Services are subject to change in accordance to the cost of our vendor’s pricing any in increases applied will be passed on to our Clients.

 

  • A & H TECHNOLOGY GROUP shall have the right to turn off or uninstalled its agent that monitors Client’s PCs for any reason that is deemed necessary.

 

  • Client shall permit A & H TECHNOLOGY GROUP reasonable access to Client and any End User facilities, to provide technical support services to PCs to restore them in a working functional order at a discounted rate as listed within the Service Order.

 

  • Client may terminate a month-to-month Order Term for the Excalibur Managed Services by giving thirty (30) days advance written notice to A & H TECHNOLOGY GROUP.

 

  • As a Managed Service Provider, A & H TECHNOLOGY GROUP is required to access and audit Excalibur Managed Services system for limited informational purposes. The Excalibur Managed Services may be accessed by or on behalf of A & H TECHNOLOGY GROUP (remotely or otherwise) for administrative tasks and for verifying license compliance of third-party software.

 

Client shall not upload, post, transmit or otherwise make available on or through the Internet any material (including any message or series of message) that violates or infringes in any way upon the rights of others (including any intellectual property and other proprietary rights), that is unlawful, threatening, abusive, obstructive, harassing, libelous, invasive of privacy or publicity rights, that in the circumstances would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or objectionable, that causes or would cause damage to A & H TECHNOLOGY GROUP’s or any other party’s property, or that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law.