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DAG Tech A+ Animal Service Level Agreement

DAG Tech A+ Animal Terms and Conditions (version updated 2022-04-25)

These A+ Animal Terms and Conditions (the “Agreement”), is made by and between DAG Tech, LLC (“DAG TECH”), and [Client Legal Name as defined in the checkout process] (“YOU” “YOUR” or “CLIENT”), (individually, “Party”) (collectively, the “Parties”).

The Agreement will be effective on the date YOU subscribe to A+ Animal and will automatically renew monthly, unless terminated by either Party consistent with this Agreement (the “Term”).

Terms and Conditions

1. DAG TECH will provide A+ Animal Information Technology Services (“Services”) to YOU. Services mean those services covered in the applicable subscription plan, incorporated herein by reference, to which YOU subscribe. The Services are subject to this Agreement, as well as DAG TECH’s Reasonable Use Policy and data and privacy policies, as amended from time to time.

a. Response Times.

i. Mean-Time-to-Acknowledgement (MTTA). IT Helpdesk will receive and initiate responses to CLIENT submitted tickets, alerts received or collected from Network Operations Center (NOC), Security Operations Center (SOC), and IT Software within a target of 10-minutes.
ii. Mean-Time-to-Resolution (MTTR). Resolution duration is dependent on the nature of the resolution and will be maximally expedited.
iii. IT Helpdesk response times require electronic submission of issues.

b. Software Updates.

i. Provided by Remote Management and Monitoring (RMM) software, DAG Tech Blackjack, automatic updates, and manually performed maintenance.
ii. Non-critical updates will be deployed within 30 calendar days of release.
iii. Critical updates will be maximally expedited.

c. IT Software.

i. Network, Vulnerability, Cloud Services, Email, Endpoint, Domain Name Services, Website and Web Certificate monitoring software will be provisioned within 30 business days of service initiation
ii. SaaS productivity suite data backup will be provisioned within 30 calendar business days of service initiation. Data retrieval will be initiated in accordance to stated response times, and are subject to data download speeds, availability of restorable resources, and logistics.
iii. Generated notifications will be sent to DAG Tech IT Helpdesk for review and response.
iv. IT Software will be continually improved where possible and monitored for completeness.

d. Documentation Software.

i. IT Documentation, Technology Asset Management (TAM), and Password Management will be provisioned within 30 calendar days of service initiation.
ii. Documentation Software will be continually improved where possible and monitored for completeness.

e. New User Deployments (Onboarding).

i. Response times and accuracy requires client to provide notification via DAG Tech Setsail.
ii. New computer configurations, including Endpoint Detection and Response (EDR), Remote Management and Monitoring (RMM), Work-from-Anywhere (WFA) security, and desktop backup software, will be completed and shipped out within 3 business days of receipt of required hardware.
iii. CLIENT end-user cloud (SaaS) services will be available within 3 business days of immediate notification, or at a defined time with advance notification.
iv. End-user software will be continually monitored for completeness.

f. Existing User Terminations (Offboarding).

i. Response times and accuracy requires CLIENT to provide notification via DAG Tech Setsail.
ii. CLIENT end-user cloud services and data access will be terminated and/or redirected within 4-hours of immediate notification, or at a predefined time with advance notification.
iii. CLIENT desktop services and desktop data will be removed and/or redirected within 4-hours of immediate notification, or at a defined time with advance notification, and are dependent on the auxiliary existence of properly configured and capable Mobile Device Management (MDM) software.
iv. CLIENT will be responsible for reclaiming end-user hardware. CLIENT may elect to have DAG Tech wipe and re-provision end-user hardware.

g. Procurement.

i. DAG Tech will initiate procurement requests to vendors within 2 business days.
ii. DAG Tech will make its best efforts to provide competitive pricing and expedited receipt of auxiliary technology materials.
iii. DAG Tech and CLIENT may negotiate standardized pricing issued via auxiliary Bill-of-Materials (BOM) or published on public or private custom estore.dagtech.com web pages.
iv. DAG Tech is not responsible for direct warranty support or repair of procured technology materials.

h. Policies.

i. DAG Tech will develop and electronically submit (6) “general good practice” (GxP) policies, including Information Security & Access Control, Business Continuity & Disaster Recovery, Cyber-Security, Acceptable Use, Communications, and End-User, within 120 calendar days of service initiation.
ii. Customizations beyond GxP can be provided by the auxiliary DAG Tech CxO Program.
iii. Policies will be updated and resubmitted electronically on a yearly basis.

i. Strategic Guidance.

i. DAG Tech State of the Technology monthly reports will be delivered electronically within 15 calendar days of the completion of each service month.
ii. Reports may contain recommendations and remediation requiring CLIENT participation and auxiliary project spending to improve scoring and security.

j. Technology Success Program.

i. Technology Success will require CLIENT participation in recurring quarterly 30–60-minute review calls.
ii. Technology Success will require CLIENT population of recurring quarterly Technology Success surveys.
iii. DAG Tech will conduct internal processes to assure Technology Success.

2. Taxes. DAG Tech may collect necessary sales and excise taxes on Services as required. Each Party is responsible for their own taxes consistent with applicable law.

3. Expenses. DAG TECH may charge YOU for travel fees and other expenses but only with YOUR prior approval.

4. Restocking. DAG TECH may, at its sole discretion, assess CLIENT a 15% restocking fee on any materials YOU order and which YOU return through no fault of DAG TECH or the manufacturer.

5. Client Policies and Procedures. DAG TECH will make all reasonable efforts to comply with CLIENT’s policies and procedures applicable to contractors during the Term, provided CLIENT promptly notifies DAG TECH of such policies and procedures.

6. Invoicing and Payment.

a. Payment by CLIENT will be due at the beginning of each month via credit card or ACH authorization. For example, April Services will be billed and payable on April 1.
b. If payment is not received on the first of the month, CLIENT will have a 30-day grace period to render payment. If payment is not received within the 30-day grace period DAG TECH may stop providing the Services and immediately terminate this Agreement.
c. DAG TECH reserves the right to pause or cease performance if any invoice becomes past due, until full payment, including any late fees, is received by DAG TECH and to refer any unpaid amounts to collections.
d. A fee equal to 1.5% of the invoiced amount will be charged for payments during the grace period or thereafter.

7. Material Breach.

a. By CLIENT. Any of the following will be a material breach by CLIENT entitling DAG TECH, at its sole discretion, to immediately terminate the Agreement without notice or opportunity to cure: (i) Failure to pay an invoice on the due date or within the grace period;(ii) Breach of any of the representations, warranties, and covenants of this Agreement; and (iii) Breach of reasonable use.
b. By DAG TECH. Any of the following will be a material breach by DAG TECH entitling CLIENT, at its sole discretion, to immediately terminate the Agreement without notice or opportunity to cure: (i) Repeated non-performance by DAG TECH, defined as failure to meet the Service Levels described (ii) Breach of any of the representations, warranties, and covenants.

8. Assignment. Either Party may assign this Agreement to an affiliate or purchaser of some or all of the Party’s assets without the consent of the other Party.

9. Insurance. The Parties shall, at their own expense, ensure that they maintain adequate insurance in respect of their potential liability for loss or damage arising under or in connection with this Agreement.

10. Limitation of Liability. The Parties agree that they shall not be liable to the other Party, or to any third party, for any indirect, incidental, special, punitive, or consequential damages, whether arising from breach of contract, tort, equity, or other common law or statutory theory of recovery, including, but not limited to: loss of profits; revenue; data; or use of data. The CLIENT agrees that the maximum liability of DAG TECH under this Agreement shall be the total cumulative amount paid to DAG TECH over the twelve (12) month period prior to the event giving rise to any liability claim against DAG TECH. This Section shall not apply to fraud, intentional, willful, or wanton misconduct. This limitation of liability provision shall apply to this Agreement.

11. Indemnification. The Parties agree to mutually indemnify, defend, and hold harmless one another from any liabilities, losses, damages, claims, demands, or expenses, including reasonable attorney’s fees and disbursements, caused by their respective intentional or negligent actions or omissions in connection with this Agreement, including those of their officers, directors, agents, contractors, servants, or employees.

12. Non-Solicitation. For a minimum period of two (2) years from the date of termination of this Agreement, CLIENT may not solicit for hire any DAG TECH personnel, including but not limited to employees, consultants, and contractors, with whom CLIENT comes in contact as a result of this Agreement, except with the prior, written consent of DAG TECH.

13. Termination. Unless otherwise terminated or agreed by the Parties, the Agreement shall automatically renew every month. This Agreement may be terminated only in accordance with Clauses 1 and 2 of this Section.

a. Termination by CLIENT. CLIENT may terminate the Agreement: (i) At any time upon thirty (30) days written notice; or (ii) Upon an amendment or modification to which CLIENT does not agree by no longer using the Services or providing 30-day notice to DAG TECH. During the thirty (30) day period after notice of termination in accordance with this Clause, DAG TECH shall continue to provide Services to CLIENT. DAG TECH’s obligation to provide Services to CLIENT shall be deemed waived by the CLIENT if the Parties sign a written waiver.
b. Termination by DAG TECH. DAG TECH may terminate the Agreement in the event of a material breach, without notice or opportunity to cure and at the sole discretion of DAG TECH.
c. CLIENT data. In the event of termination, DAG Tech shall delete any CLIENT data sixty (60) days from the termination event.

14. Confidentiality of Information.

a. For purposes of this Agreement, “Information” shall be defined as any and all information or data stored in any manner on any media or transmitted or received orally, visually, audibly, or tactually that the Parties access, receive, possess, use, or interact with by or through conduct related to, arising from, or occurring under this Agreement. The Parties warrant that they will never inadvertently or otherwise use, disclose, provide access to, or transfer to any person or entity Information of the other Party except: (i) As reasonably necessary to provide Services under this Agreement; or (ii) With the other Party’s prior, written permission. Information shall not include information or data which: (i) Was demonstrably and lawfully known or possessed by the receiving Party prior to accessing, receiving, possessing, using, or interacting with the Information that resembles the information or data at issue; (ii) Becomes rightfully known to or possessed by the receiving Party from a third party under no obligation to the CLIENT or DAG TECH to maintain confidentiality; (iii) Is or becomes publicly available through no fault of, or failure to act by, DAG TECH or CLIENT in breach of this Agreement; (iv) Is required to be disclosed in a judicial or administrative proceeding or is otherwise required to be disclosed by applicable law; or (v) Is or has been independently developed by employees, contractors, consultants, or agents of DAG TECH or CLIENT without violating this Agreement or accessing, receiving, possessing, using, or interacting with any Information. Information shall not fall within the foregoing exceptions merely because it, or a portion thereof, is expressed in more general terms publicly or in items in CLIENT’s or DAG TECH’s possession.
b. Degree of Care. Each Party shall protect Information from the other Party with at least the same degree of care with which the Party protects their own trade secrets, employees’ personal information, or similar confidential information, but in no case with less than a reasonable degree of care.
c. Injunctive Relief. Each Party further agrees that a violation of this Section will cause the other Party irreparable harm and that this Section is enforceable through injunctive relief.
d. Compelled Disclosure. Notwithstanding anything in this Agreement to the contrary, if a Party is compelled by deposition, interrogatory, request for documents, subpoena, civil investigation demand, or similar process to disclose any Information, the Party so compelled shall: (i) Provide the other Party with prompt, written notice of such compulsion so the other Party can seek a protective order or other appropriate remedy or waive compliance with the terms of this Agreement; (ii) Exercise reasonable efforts and cooperate fully with the other Party, to the extent permitted by law, to resist or narrow the scope of such requirement and the scope of such disclosure; and (iii) If compelled to actually disclose Information, disclose only the Information the Party’s legal counsel advises must be disclosed and take reasonable steps to have the disclosed Information kept confidential.

15. Dispute Resolution. The Parties shall exercise their best efforts to settle all disputes arising under this Agreement by mutual agreement. If the dispute cannot be resolved through mutual agreement, the Parties shall refer the dispute to mediation in accordance with the American Arbitration Association (“AAA”) rules then in effect. Any controversy or claim arising out of, or relating to, this Agreement, or the breach thereof, that cannot be resolved by mutual agreement or mediation in accordance with this Section, shall be settled by arbitration in accordance with the AAA Commercial Arbitration Rules then in effect unless the Parties mutually agree otherwise in writing. The Parties shall share equally all initial costs of arbitration. The prevailing Party shall be entitled to reimbursement of attorney’s fees, costs, and expenses incurred in connection with the arbitration. Each Party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or proceeding under any theory of liability arising from, or related to, this Agreement. This Section shall not apply to injunctive relief.

16. Representations, Warranties, and Covenants. In addition to any other representations, warranties, and covenants in this Agreement, the Parties represent, warrant, and covenant to each other the following: (i) They are duly and lawfully organized as legal entities in good standing in their jurisdiction of organization; (ii) They possess the legal right and authority to enter into, execute, deliver, and perform all obligations under this Agreement; (iii) No litigation, action, arbitration, mediation, proceeding or investigation is pending or anticipated before any court, tribunal, governmental or administrative body, or other forum by, against, affecting, or involving any of their businesses or assets that materially affects this Agreement; (iv) The execution and performance of this Agreement does not constitute a breach or default of any term or provision of any contract or agreement to which they are a party; and (v) They shall comply with all applicable laws in the performance of this Agreement and in relation to the Services. Except for the express warranties in this Agreement, DAG TECH makes no representations or warranties whatsoever, express, or implied, either in fact or by operation of law. DAG TECH specifically disclaims any other warranties, whether oral or written, or express or implied, including any warranty of quality, merchantability, or fitness for a particular use or purpose, for patents or the non-infringement of any intellectual property rights of third parties.

17. Governing Law and Forum. This Agreement shall be governed by, construed, and interpreted exclusively in accordance with the substantive laws of New York, without regard to any conflict of laws. Any mediation, arbitration, or judicial proceeding arising out of or related to this Agreement shall be commenced in New York County, New York.

18. Entire Agreement. This Agreement constitutes the complete, exclusive, and fully integrated understanding of the Parties with respect to subject matters contained herein and supersedes any prior written or oral agreements.

19. Amendment and Modification. DAG TECH may amend this agreement at any time with reasonable notice. Using the Services after the changes become effective means CLIENT agrees to the new terms. If CLIENT does not agree to the new terms, CLIENT must stop using the Services or provide a termination notice to DAG TECH.

20. No Waiver. No failure of any Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy under this Agreement shall constitute a waiver of such breach or any other covenant, duty, agreement, or condition unless the Parties sign a written waiver.

21. Headings. All section headings and titles are inserted herein for convenience and are without contractual significance or effect.

22. Rules of Construction. The rule of construction to the effect that ambiguities are to be resolved against the drafting party may not be employed in the interpretation of this Agreement.

23. Provisions. If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of other provisions.

24. Notices. All notices required by, or relating to, this Agreement shall be submitted to legal@dagtech.com.

25. Force Majeure. Neither Party shall be liable for delays in the performance of any of its obligations under this Agreement due to causes beyond its reasonable control, which include, but are not limited to: strikes; acts of nature; or acts of federal, state, or local authorities.

26. Representations. Except as expressed in this Agreement, DAG TECH makes no guarantees, representations, or warranties, express or implied, with respect to the Services. DAG TECH shall provide the Services in accordance with this Agreement, but the CLIENT shall have sole responsibility for making decisions and taking action related to human resources or other matters internal to your company. DAG TECH shall not be liable for legal or regulatory compliance, information technology security or data breaches, or the outcomes of CLIENT’s decisions and actions even if in accordance with DAG TECH’s findings and recommendations.

27. Intellectual Property. All concepts, inventions, ideas, patent rights, data, trademarks, copyrights, and other intellectual property developed by DAG TECH, whether related to the Services or otherwise, shall remain the property of DAG TECH.

28. Independent Contractor. It is expressly understood that in the performance of the Services, DAG TECH shall be, and is, an independent contractor.

29. Survival of Obligations. The representations, warranties, covenants, obligations, and rights of the Parties shall survive termination, completion, or acceptance of the Services or final payment to DAG TECH.

30. Binding Effect. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective legal representatives, successors and permitted assigns.

31. No Third-Party Beneficiaries. Nothing in this Agreement is intended to confer any rights or remedies on any persons or entities other than the Parties and their respective legal representatives, successors and permitted assigns.

32. No Partnership or Joint Venture. Nothing contained in this Agreement shall be deemed or construed by the Parties, or by a third party, as creating the relationship of: principal and agent; partnership; or joint venture between the Parties.