This Managed Services Agreement (“Agreement”) is between (“you” or “Client”) and Titanium Communications Inc (“Service Provider”) (each a “Party” and collectively, the “Parties”), and sets forth the legal rights and obligations governing your order for managed IT services, associated equipment and software, and the installation and service thereof (the “Services”), or any future oral or written request for Services made in addition to that covered by this Agreement and accepted by Service Provider. The Service Provider reserves the right to periodically review and modify the terms of this Agreement, its Appendices, and any pricing associated herewith, with thirty (30) days prior written notice to client.
TERM AND TERMINATION
The term of this Agreement shall commence on the date that Service Provider commences performance, which date shall be reflected in the first invoice submitted to Client (the “Effective Date”) and will continue in effect for the selected initial term outlined in Agreement. Unless terminated in writing by either Party with ninety (90) days’ notice prior to the expiration of the Initial Term, this Agreement shall renew for an additional term as stated on the original contract at the original term basis (together with the Initial Term shall constitute the “Term”). Prior to all term expiration new terms can be reviewed by both parties and adjustments to the agreements can be made. During the Term, either Party may terminate the Agreement upon ninety (90) days’ written notice to the other Party. In the event that this Agreement is terminated by the Client for any reason other than a material breach of this contract (before which Service Provider shall be given written notice and 30 days to cure), Client will be obligated to pay an early termination fee which shall be calculated as the sum of the number of months remaining in the then current Term for all of the services being cancelled multiplied by the agreed upon monthly recurring charges as denoted in the contract. All set up or onboarding fees that remain unpaid at the time of contract termination will become immediately due and must be paid prior to transition of services. In the event that this Agreement is terminated by the client prior to the expiration or termination of a then-pending contract for all services provided or recommended by Titanium as well as third party services such as Internet Access, telephony, subscription software or similar services (“Third-Party Obligations”), the terms of this Agreement shall remain in effect as to such Third-Party Obligations until the contract governing the Third-Party Obligation expires or is terminated in accordance with its terms. If either Party terminates this Agreement, the Service Provider will assist Client in the orderly termination of Services, including the timely transfer of the managed IT services to another designated provider. The client agrees to pay Service Provider the actual costs of rendering such assistance. All off boarding will be billed at the current hourly rate and all invoices must be current before documentation is produced or relinquished. Termination of this agreement shall not relieve either party of its respective obligations to comply with all terms of this Agreement that expressly call for performance prior to or after the termination date, including without limitation, the payment of fees and the parties’ respective obligations to protect confidential information, as defined herein.
FEES AND PAYMENT SCHEDULE
Monthly recurring support fees will be invoiced to Client monthly and will become due and payable on the first day of the following month, unless stated otherwise on your invoice. Services may be suspended if payment is not received within thirty (30) days following the invoice date due. It is understood that any applicable Federal, State or Local taxes shall be added to each invoice for Services provided under this Agreement. Clients shall pay such taxes unless a valid exemption certificate is furnished to the Service Provider for the State of use. Managed Services described in the Agreement outlines the monthly fees to be charged to the Client under the terms of this Agreement. The Client is responsible for all listed charges, as well as any third-party fees applicable thereto. Monthly recurring support fees are subject to monthly review for accuracy and completeness. Should adjustments or modifications be required to change the monthly fees, these changes will be based on actual user and device counts and the stated pricing per workstation/server or per user. Client will be provided a monthly report that identifies any such adjustments or modifications, and any change to the associated fee(s) will be reflected in the subsequent monthly invoice(s) unless disputed by Client in writing within thirty (30) days of the date of the applicable monthly report. Beginning on the one-year anniversary of the first invoice issued of this Agreement, and on each succeeding anniversary of the date during the term of the Agreement, prices will increase by the rate stated in the Agreement from the prior year. The client shall not be relieved of its payment obligations due to the failure of any third party to make timely payments.
LATE FEE/PAST DUE
All accounts that are 30 days past due are subject to an executive review that may result in service stoppage and/or retrieval of any Titanium owned or unpaid equipment. Please reference Agreement for late fee schedule.
MINIMUM SERVICE COMMITMENT
Client acknowledges that the pricing and service commitments outlined in this Agreement are based on a specified number of Users and/or Workstations. As such, the Client shall not be permitted to reduce the total number of Users or Workstations by more than twenty percent (20%) from the quantity set forth in the most recent Agreement without the express written consent of Service Provider. Any request for a reduction must (i) be submitted in writing at least thirty (30) days in advance of the proposed change, (ii) include a clear business justification such as a verified reduction in workforce, operational restructuring, or other material change, and (iii) be approved in writing by an authorized representative of Service Provider.
Approval of any such reduction is at the sole discretion of Provider and shall not be deemed a waiver of Provider’s rights under this Agreement, nor shall it create a precedent for future reductions. Provider reserves the right to deny, modify, or revoke any such reduction if, in its sole judgment, the change materially impacts the viability, quality, or cost basis of services being delivered.
SERVICES COVERED AND CHANGE REQUESTS
Appendix B (Titanium Services) outlines the Services covered by the terms of this Agreement. For “SELECT” packages, billable hourly Help Desk support is available. Client acknowledges and agrees that the Services provided are for routine support of Client’s existing network, equipment, and systems. Any request by Client to add new technology, equipment, or software, or otherwise require support that is considered in Service Provider’s sole discretion to be non-routine or require Service Provider personnel to devote in excess of one business day to the task, shall be considered additional “Project” and will be billed at Service Provider’s then-current hourly rate(s) in 15-minute increments. Should Client wish to change the quantity or number of Services provided (“Service Modification”), Client shall notify Service Provider of such change and, if approved by Service Provider, the Service Modification, and any corresponding adjustment to the monthly fees (including third-party fees), shall be reflected in the subsequent monthly invoice(s). In no case shall the fees associated with Service Modification be prorated. Should Client wish to add or remove Services, or change, add or remove the location of the Services provided, Client shall provide Service Provider sixty (60) days’ advance notice of any such request (“New Service Request”). Service Provider shall have thirty (30) days to approve such New Service Request. If approved, the New Service Request, and any associated fees and costs (including third-party fees), shall be the Service in the monthly invoice corresponding to the date that Service Provider commences performance. In no case shall the fees associated with a New Service Request be prorated.
CLIENT RESPONSIBILITIES
Client will allow Service Provider reasonable access to location(s) at which the Services are being provided (“Premises”) as necessary and as authorized by Client for installation, inspection, testing and repair of the equipment, network or system and performance of any required activity and make available a reasonable amount of secure space for storage by Service Provider of repair parts and provide any assistance as necessary to allow Service Provider to perform Services.
In addition, Client represents and warrants that the Premises shall: (i) be following all applicable federal, state and local laws, rules and regulations, including hazardous waste and environmental laws and/or regulations; (ii) be safe; and (iii) not contain, present, or expose Service Provider employees or agents to asbestos or other hazardous materials or substances. If Client breaches this Section, Service Provider may immediately suspend performance until Client has corrected such condition(s) and/or terminate this Agreement with respect to such Premises without liability.
MINIMUM STANDARDS REQUIRED FOR SERVICES
For Client’s existing environment to qualify for Service Provider’s Managed Services, the following requirements must be met (collectively, the “Minimum Standards”). The costs required to bring the Client’s environment up to these Minimum Standards are not included in this Agreement and shall be billed separately.
1. All Server and Desktop Software must be Genuine, Licensed and Vendor Supported.
2. Client agrees that if the vendor of any software in use on Client systems announces the End of Support of a product or mandatory upgrade away from a version of their software the Client will engage Service Provider in a Project to purchase and deploy suitable and supported replacement software.
3. The environment must have a currently licensed, up to date and Vendor Supported Server based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.
4. Client agrees to utilize the Service Provider’ preferred Server backup solution suite, which is included in both TITANIUM
and SELECT service offerings. Storage limits may apply.
5. The environment must have a currently licensed, Vendor Supported Hardware Firewall between the Internal Network and the Internet.
6. All Wireless data traffic in the environment must be securely encrypted.
7. Client must have a static IP address available from at least one Internet Services Provider for every location.
8. INSERT CLOUD LICENSING TERMS – SEE COMMENT
HARDWARE COMPLIANCE AND EQUIPMENT LIFECYLES
Service Provider shall provide support of all hardware, equipment, and systems specified in Appendix B, provided that all items are eligible for coverage under a currently active vendor support contract or replaceable parts are readily available, and all software be genuine, currently licensed and vendor-supported (“Compliant Hardware”). The determination of Compliant Hardware shall be made by Service Provider in its sole discretion and shall govern regardless of whether Service Provider procures the item(s) at Client’s direction. Should any hardware or systems be deemed Noncompliant with these requirements (“Noncompliant Hardware”), if possible, Service Provider will provide Client with a proposal to bring the Noncompliant Hardware into compliance. If Client does not accept the proposal within thirty (30) days and/or compliance is not possible, the Noncompliant Hardware will be excluded from this Agreement and Service Provider shall have no obligation to support such Noncompliant Hardware. Should Service Provider elect, in its sole discretion, to support such Noncompliant hardware, any and all fees and costs associated with such support (including any third-party charges) shall be billed to Client at cost (“Noncompliant Hardware Costs”), including but not limited to Noncompliant Hardware Costs related to performance degradation, slowness, security intrusions or breaches, cosmetic problems, or impaired functionality.
EXCLUSIONS
Service Provider shall have no liabilities or obligations relating to Excluded Costs. As used in this Agreement, “Excluded Costs” means each of the following:
1) Parts, equipment or software that are outside manufacturer support and/or in end of life status.
2) Hardware and licensing costs.
3) The cost of any replacement or upgrade parts, equipment, or shipping charges.
4) The cost of any Software, Licensing, or Software Renewal or Upgrade Fees.
5) The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees.
6) The cost to bring Client’s environment up to minimum standards required for Services.
7) Failure due to an act of God, building modifications, power failures or other adverse environmental conditions or factors.
8) Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service
Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Service Provider.
9) Maintenance of Applications software packages, whether acquired from Service Provider or any other source unless as specified in Appendix B.
10) Programming (modification of software code) and program (software) maintenance unless as specified in Appendix B.
11) Training or professional development.
12) Labor and costs associated with ransomware, viruses, and other malicious attacks.
Cybersecurity Breach or Ransomware *Attack Disclaimer* : This agreement does not cover damages resulting from a cybersecurity breach or ransomware attack. While Titanium IT commits to providing our clients with the tools and recommendations to effectively reduce the CLIENT’s attack surface, no system can offer complete protection due to the ever-changing nature of cyber threats. Such incidents can occur through various methods, including social engineering, and are continually evolving. To reduce the risk of a successful cyber attack, it is essential to implement multiple layers of security, this includes perimeter protection, network intrusion detection, and rapid incident response. To provide the best level of security, it is crucial to integrate all recommended layers and tools.
COVERAGE HOURS, SUPPORT AND ESCALATION
Coverage Hours
Remote Helpdesk and Vendor Management of Client’s IT networks will be provided to the Client by Service Provider through remote means between the hours of 7:30 am – 6:00 pm Monday through Friday, excluding Service Provider’s observed holidays, which include all federally- observed holidays (except Veteran’s Day), as well as the day following Thanksgiving Day and December 24th (collectively, “Holidays”). Network Monitoring Services will be provided 24/7/365. To the extent Client requests, or circumstances require, Service Provider to provide onsite Services or other support, Service Provider generally will access the Premises between 9am-5pm (“Onsite Hours”) but will make reasonable efforts to accommodate requests by Client to modify the Onsite Hours.
Support and Escalation
Service Provider will respond to Client’s Incident Tickets under the provisions of Appendix A, and with best effort after hours or on Holidays. Incident Tickets must be opened by email to our Support Team at support@titanium.red or by phone at 201-334-0579, Option 1. Each call will be assigned an Incident ticket number for tracking.
Service outside Normal Working Hours
Emergency services performed outside of the hours of 7:30 am – 6:00 pm Monday through Friday, excluding Holidays, shall be subject to provisions of Appendix A.
Service Calls Where No Trouble is Found
If Client requests onsite service and no problem is found or reproduced, Client shall be billed at the current applicable professional services billable rate.
Onsite Service Request – Additional fees apply please reference MSA.
CONFIDENTIALITY
During the Term of this Agreement, Service Provider and Client may be exposed to the other’s proprietary information (the “Confidential Information”). Each Party agrees to hold in strictest confidence and not to disclose to any person or use in any way for that Party’s own or another’s benefit any of the other Party’s Confidential Information or the terms of this Agreement and any associated proposals or orders. The parties agree that any violation of these provisions regarding confidentiality will result in irreparable injury to the other Party and agree that each shall have the right to seek a restraining order, injunction or any other remedies available at law or in equity. The Parties agree to waive any bond requirement for enforcement of this provision.
USE OF CLIENT NAME AND LOGO
By entering into this agreement with Titanium, Client hereby grants Titanium the non-exclusive right to use the Client’s company name, logo, and publicly available information for the purpose of promoting and advertising Titanium’s services on Titanium’s official social media channels, website, and in any form of press release.
Usage Guidelines:
Scope of Use: Titanium may use the Client’s company name, logo, and publicly available information to showcase Client as a Titanium client and to describe the services provided to the Client by Titanium.
Modifications: Titanium shall not modify or alter the Client’s logo or publicly available information in any way that could be deemed misleading or damaging to the Client’s brand or reputation.
Duration: This grant of rights shall be valid for the duration of the agreement between Client and Titanium, unless otherwise terminated by either party in writing.
Termination: Either party may terminate this grant of rights at any time by providing written notice to the other party.
Revocation: Client reserves the right to revoke this grant of rights if Titanium uses the Client’s information or logo in a manner that is detrimental to the Client’s brand or reputation.
Liability: Titanium shall use reasonable care and diligence in the use of the Client’s information and logo. However, Titanium shall not be liable for any damages or claims arising from the use of the Client’s information and logo, including but not limited to any third-party claims.
WARRANTY
(A) Client shall have the benefit of the manufacturers’ end user warranties for all Compliant Hardware provided hereunder. Client
acknowledges and agrees that Service Provider shall have no liability or obligations with respect to either Compliant or Noncompliant Hardware, if Service Provider will provide reasonable assistance to Client in presenting any warranty claims relating to Compliant Hardware to the manufacturer. (B) Client agrees that installation, repair, or modification of a system by non-manufacturer certified technicians may void the manufacturer’s warranty and may result in a denial of hardware and/or software support services. (C) UNLESS OTHERWISE STATED IN THIS AGREEMENT THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES FROM SERVICE PROVIDER. SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NONINFRINGEMENT, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OF TRADE, TRADE PRACTICE OR ANY WARRANTY OF SECURITY OR THAT THE SERVICES OR NETWORK TRANSPORT WILL BE UNINTERRUPTED OR ERROR FREE. SERVICE PROVIDER SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO SERVICE PROVIDER’S OR CLIENT’S TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF CLIENT’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES (SUCH AS TOLL FRAUD), COMPUTER VIRUSES OR ANY OTHER METHOD. SERVICE PROVIDER MAKES NO WARRANTY FOR USE OF THE SYSTEM AS A COMPONENT IN LIFE SUPPORT DEVICES OR SYSTEMS OR WITH RESPECT TO THE PERFORMANCE OF ANY SOFTWARE OR FIRMWARE.
LIMITATION OF LIABILITY
(A) IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES; (ii) CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, COMMERCIAL LOSS OF ANY KIND WHICH INCLUDES LOSS OF BUSINESS, PROFITS, REVENUE OR SAVINGS, AND LOSS OF DATA OR MESSAGES; OR (iii) ANY DAMAGES OF ANY KIND RESULTING FROM UNAUTHORIZED USE OF THE SYSTEM, INCLUDING, WITHOUT LIMITATION, TOLL FRAUD OR COMPUTER VIRUSES OR SECURITY BREACHES. THIS PROVISION APPLIES TO ALL CLAIMS WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, AND WHETHER SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. WITH RESPECT TO ANY CLAIM FOR DIRECT DAMAGES, THE ENTIRE LIABILITY OF SERVICE PROVIDER FOR CLAIMS ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT SHALL NOT EXCEED EITHER THE VALUE OF THE PROPOSAL OR ORDER GIVING RISE TO THE CLAIM. This limitation applies notwithstanding any failure of essential purpose of such limited remedy. (B) Service Provider shall be liable for any physical damage it causes to the system or its components due to its gross negligence or willful misconduct. In such event, Client’s sole remedy shall be limited to Service Provider’s repair of the system or component, or if the system or component cannot be repaired, as determined by Service Provider in its sole discretion, replacement with a comparable system or component or a prorated refund.
INDEMNIFICATION
Each Party shall defend, indemnify and hold harmless the other Party, and its respective directors, officers, trustees, members, employees and agents from and against any third party claim, suit, action or proceeding alleging bodily injury (including death) or damage to tangible property to the extent such injury or damage is caused by the gross negligence or willful misconduct of the indemnifying party, its employees, subcontractors or suppliers in connection with the performance of Services or the unauthorized disclosure or use of any confidential information, as defined below, provided that such claim is promptly reported to the indemnifying party in writing.
FORCE MAJEURE
Except for Client’s payment obligations hereunder, a Party’s non-performance or delay shall be excused to the extent the failure or delay in performance is the result of events beyond such Party’s reasonable control including, without limitation, governmental actions, civil unrest, terrorism, power surges or failure, fire, water, acts of God including without limitation, rain, floods, earthquakes or lightning.
NON-SOLICITATION AND NON-HIRE
During the term of this Agreement, and for two years immediately thereafter, Client agrees not to solicit for employment, hire or otherwise retain, directly or indirectly, any employee or independent contractor of Service Provider who performed services under this Agreement, without Service Provider’s prior written approval. If an employee or independent contractor is hired in violation of this section, Client shall pay to the other Party, as liquidated damages, a fee (the “Fee”) equal to 80% of the employee’s annual compensation within thirty (30) days of written notice of such violation. The Fee shall also be payable if the Service Provider consents to the engagement of the employee or independent contractor. In addition, Client agrees that it will not engage in any commercial or other business relationship with, or contact, deal with or utilize, any third-party service provider without the Service Provider, if such third-party service provider was introduced to Client by the Service Provider in connection with this Agreement, except to the extent any such relationship is engaged in the ordinary course of business and consistent with past practices.
NOTICES
Notices shall be in writing and will be deemed given when delivered in person or when sent, with confirmed delivery, via electronic mail, facsimile, or overnight courier. The respective addresses of the parties for notice are: (i) to Client: at the address indicated on the Order; or, (ii) to Service Provider: Titanium Communications Inc, Attention: Accounts Payable, 30-16 Broadway, Fair Lawn NJ 07410. Client shall notify Service Provider of any changes to its address.
GENERAL PROVISIONS
(A) Assignment. Client shall not assign this Agreement without Service Provider’s prior consent. (B) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. (C) Waiver. A Party’s waiver of any default will not operate as a waiver of any contemporaneous or subsequent default. (D)Severability. If any Court finds any provision of this Agreement to be void, unlawful or unenforceable under any applicable statute or other controlling law, such provision shall be deemed severed and the remainder of this Agreement shall continue in
full force and effect. (E)Governing Law. This Agreement shall be governed by the laws of the State of New Jersey without regard to its choice of laws principles. (F) Publicity. Client shall not issue a news release or other form of publicity (excluding any requisite federal or state reporting) concerning the existence of the Agreement or the Services without obtaining the prior written approval of Service Provider. (G)Agreement Precedence. In the event of any conflict between these terms and conditions of this Agreement and other documents attached hereto or agreed to by the Parties in writing, the order of precedence shall be: (i) the terms and conditions of this Agreement and, to the extent applicable, any contract governing Third-Party Obligations; (ii) applicable product/service proposals; (iii) any order; and (iv) any other attachments and/or exhibits. (H) Independent Contractor. Service Provider and Client are independent contractors with respect to all rights and obligations under this Agreement. (I) Execution. This Agreement may be executed contemporaneously in one or more counterparts, each of which shall be deemed an original, but which together shall constitute one instrument and the Parties may rely on a facsimile or digital signature to bind the other Party. (J) Entire Agreement and Modification. This Agreement supersedes all prior or contemporaneous proposals, communications and negotiations, both oral and written, relating to the subject matter of this Agreement and constitutes the entire agreement between Service Provider and Client with respect to the subject matter herein. No subsequent agreement among the Parties concerning the Services shall be effective or binding unless made in writing and executed by authorized representatives of both Parties. Neither electronic mail nor instant messaging shall be considered a “writing” enough to change, modify, extend or otherwise affect the terms of the Agreement.
ARBITRATION PROCEDURES
1. Arbitration Agreement
1.1 Arbitration Requirement. Any dispute, claim, or controversy arising out of or relating to this Managed Services Agreement (“Agreement”), including its formation, interpretation, breach, termination, enforcement, or validity, shall be resolved by binding arbitration. The parties to this Agreement (the “Parties”) agree to resolve any such disputes exclusively through arbitration rather than litigation in a court of law.
1.2 Choice of Arbitration Forum. The arbitration shall be conducted by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes, as applicable (collectively, the “AAA Rules”). The arbitration shall take place in the State of New Jersey, unless the Parties mutually agree otherwise in writing.
1.3 Arbitrator Selection. The Parties shall mutually select a single arbitrator or, in the absence of agreement, request that the AAA appoint an arbitrator. The arbitrator shall have expertise in the subject matter of this Agreement and shall be impartial and neutral.
2. Arbitration Process
2.1 Arbitration Proceedings. The arbitration shall be conducted in a manner consistent with the AAA Rules, with the following modifications:
(a) Discovery. Limited discovery may be allowed by the arbitrator upon a showing of good cause.
(b) Hearing. The arbitration shall be held in a location convenient to both Parties, as determined by the arbitrator, and may be conducted in person, by telephone, or through other remote means, as deemed appropriate.
(c) Award. The arbitrator shall issue a written decision that includes the essential findings and conclusions on which the award is based. The award rendered by the arbitrator shall be final and binding on both Parties.
3. Arbitration Costs
3.1 Allocation of Costs. The costs and fees of the arbitration, including the arbitrator’s fees, shall be borne by the losing Party, as determined by the arbitrator. However, the prevailing Party may be entitled to recover its reasonable attorneys’ fees and costs.
4. Equitable Remedies
4.1 Injunctive Relief. Notwithstanding the arbitration requirement, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or address the immediate threat of irreparable harm.
5. Governing Law
5.1 Governing Law. This Arbitration Procedures section shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles.
6. Severability
6.1 Severability. In the event any provision of this Arbitration Procedures section is found to be unenforceable or invalid, the remainder of this section shall remain in full force and effect.
CLIENT’S RESPONSIBILITY FOR LEGAL FEES
In the event that any dispute, claim, or legal action arises between Company and the Client, the Client agrees to bear all costs, expenses, and legal fees incurred by the Company in connection with such dispute, claim, or legal action, including but not limited to attorney’s fees and court costs. This provision shall apply whether the dispute, claim, or legal action is resolved through arbitration, mediation, litigation, or any other legal process. The client’s obligation to reimburse the Company for legal fees and expenses shall be enforceable regardless of the outcome of the dispute or legal action. The client’s responsibility for legal fees and expenses under this provision shall extend to any third-party claims or actions brought against the Company that arise out of or relate to the client’s use of the Company’s services or products, including but not limited to claims of intellectual property infringement, breach of contract, or any other alleged misconduct. This provision is an integral part of the Agreement between the Company and the client, and the client acknowledges and agrees to its terms.
Governing Law:
This provision shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. By signing this Agreement, the client acknowledges that they have read and understood the client’s responsibility for legal fees and expenses as described herein and hereby agree to be bound by these terms and conditions.
Acceptance of Terms and Conditions By signing this Agreement, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions contained in this document and any referenced policies or attachments (collectively, the “Agreement”). You also acknowledge that you have had the opportunity to seek legal counsel regarding the terms of this Agreement and its implications.
Your acceptance of this Agreement constitutes a legally binding contract between you and Titanium DBA Titanium IT. You further understand that any violation of the terms and conditions may result in legal action and/or termination of services or products provided by the Company.
This Agreement is governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles.
Titanium SMS Privacy Policy:
Effective Date: 1/1/2025
1. Introduction
Welcome to Titanium SMS. We are committed to protecting your privacy and ensuring that your personal information is handled in a safe and responsible manner. This Privacy Policy outlines how we collect, use, disclose, and protect your information when you use our SMS services.
2. Information We Collect
We may collect the following types of information:
Personal Information: Name, phone number, email address, company name, and other contact details.
SMS Data: Content of the messages you send and receive through our SMS services.
Usage Data: Information about how you use our SMS services, including the frequency and timing of messages.
Technical Data: IP address, device type, operating system, and other technical information.
3. How We Use Your Information
We use your information for the following purposes:
To Provide Services: To deliver the SMS services you request.
To Improve Our Services: To understand how our SMS services are used and to improve them.
To Communicate: To send you updates, notifications, and other information related to our SMS services.
To Comply with Legal Obligations: To comply with applicable laws and regulations.
4. Sharing Your Information
We do not sell, trade, or otherwise transfer your personal information to outside parties except as described below:
Service Providers: We may share your information with third-party service providers who assist us in operating our SMS services and providing our services.
Legal Requirements: We may disclose your information if required to do so by law or in response to valid requests by public authorities.
5. Data Security
We implement a variety of security measures to maintain the safety of your personal information. However, no method of transmission over SMS or method of electronic storage is 100% secure.
6. Your Rights
You have the following rights regarding your personal information:
Access: You can request access to the personal information we hold about you.
Correction: You can request that we correct any inaccuracies in your personal information.
Deletion: You can request that we delete your personal information.
Objection: You can object to the processing of your personal information.
7. Changes to This Privacy Policy
We may update this Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on our website.
8. Contact Us
If you have any questions about this Privacy Policy, please contact us at:
Titanium SMS (732) 908-7940 Email: Support@titanium.red Phone: 201-334-0579
