Solutions Squad Business Agreement

This Business Agreement is between Solutions Squad, a Corporation (“we”, “us” herein referred to as “Solutions Squad”) organized and existing under the laws of the state of Florida located at 3389 Sheridan Street, Suite 498, Hollywood, FL, 33021 and you or the entity you represent ("you" and/or "Client"). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

WHEREAS Solutions Squad is a provider of Information Technology services and support solutions;

WHEREAS Client desires to contract with Solutions Squad according to the terms of this Business Agreement (hereinafter referred to as “Agreement”);

NOW THEREFORE, for and in consideration of the premises contained herein and good and valuable consideration, receipt of which is hereby acknowledged, the parties understand and agree as follows:

  1. Services
    1. Contracted Services offered by Solutions Squad to Client are identified as line items in quotes and/or proposals which upon execution shall be classified as the Addendum subject to the terms of this Agreement.
      1. These Addendums shall be deemed and incorporated as a Rider to this Business Agreement as an overlay controlling agreement excepting when the Terms and Conditions of the Addendum and this Agreement conflict, then it shall be conclusively presumed and stipulated that the terms of the Addendum shall control.
  2. Reservations​
    1. Solutions Squad shall not be responsible to repair, maintain, or replace any equipment or hardware used or to be implemented or replaced by the Client. All equipment and/or hardware shall be subject to and protected pursuant to the manufacturer’s warranty.
    2. Solutions Squad reserves the right at any time, with or without notice to suspend or terminate this agreement or any Addendum if in its sole discretion, if the working conditions or Client site impose a potential or actual health or safety threat to any Solutions Squad representative.
    3. Solutions Squad shall not be responsible nor assume responsibility for the development or implementation of software nor the limitations of existing software. All software shall be subject to its respective vendor Agreement.
    4. This Service Agreement and any Addendum(s) and all service(s) rendered herein shall be restricted to the sites enumerated in Appendix A, as the stipulated "Network". Client has the affirmative obligation to advise Solutions Squad of any additions or Network removals within Ten (10) days of the inclusion or removal of each participant in the Network.
    5. Solutions Squad shall only be required to provide service pursuant to this Agreement and/or Addendum at contractually stipulated Service Sites enumerated in Appendix A.
    6. Client shall upon fifteen (15) business days' notice advise Solutions Squad of its' intent to relocate, add or remove stipulated Service Sites;
      1. Solutions Squad reserves the right upon notice of Client's intent to relocate, add or remove stipulated sites to renegotiate all contractual fees and scope of service;
      2. Solutions Squad reserves the right to refuse to service Client's Network at the relocated or new Service Site;
      3. If Solutions Squad in its sole discretion chooses to Terminate service per this provision, Client shall be responsible for two (2) months of Service changes as a liquidated service charge.
  3. Fees for Service
    1. Client will be charged for Service in accordance with the subscriptions, services, support (collectively defined "Services") herein outlined in the Client's quote, which upon execution shall be classified as the Addendum subject to the terms of this Business Agreement.
    2. Subscription(s) and/or Services are billed by its respective high watermark each month & will change to accommodate said month;
    3. Services and/or features not in use are not eligible for a credit and/or price adjustments;
    4. Change orders must be agreed upon by both parties in writing and may be subject to additional costs;
    5. Client understands and agrees non-covered Support and/or Services, and travel time will be billed per section 3.8.1;
    6. In addition to the fees payable to us under this Agreement and/or Addendum(s), Client agrees to reimburse Solutions Squad for all reasonable out-of-pocket expenses incurred by Solutions Squad in providing Client with Services, including, but not limited to, travel expenses, communications costs, shipping charges for material shipped to Client by Solutions Squad or by third-party vendors, and other pre-approved items; provided, that any expense in excess of five hundred Dollars ($500.00) must be pre-approved by Client. Solutions Squad will invoice Client for such reimbursable expenses, and such invoice shall be payable upon receipt of invoice by Client.
    7. Unless otherwise stated, all prices are in U.S. Dollars.
    8. Rate Card
      1. Hourly Rates;

        1. Standard Business Hours
        (Any day other than Saturday, Sunday
        or other day as noted in section 6)
        Monday - Friday 9 A.M. - 5 P.M.

        $150.00 per hour

        On-Site

        1 hour minimum
        then;
        1 hour increments or part thereof

        Remote

        1/4 hour minimum
        then;
        1/4 hour increments or part thereof

        2. After Hours (Nights & Weekends)
        Monday - Friday 5 P.M. - 9 A.M.
        All Day & Night Saturday &Sunday

        $300.00 per hour

        On-Site

        2 hour minimum
        then;
        1 hour increments or part thereof

        Remote 2 hour minimum
        then;
        1 hour increments or part thereof

        3. Holidays as defined in Section 6

        $600 per hour

        On-Site 2 hour minimum
        then;
        1 hour increments or part thereof
        Remote 2 hour minimum
        then;
        1 hour increments or part thereof
  4. Client Responsibilities
    1. Prerequisites to Services:
      1. System must be in "good working condition";
        1. At Client's request, Solutions Squad may conduct, at the sole cost of the Client, a Pre-Agreement assessment on Client systems analysis to establish that Client's system is in "good working condition;"
        2. Administrative access to all covered systems is provided to Solutions Squad;
      2. This Pre-Agreement analysis shall be billed at at time and material rates per 3.8.1 or at a predetermined Flat Rate;
        1. If Client does not request a Pre-Agreement assessment by Solutions Squad, Client stipulates its system is in good working condition.
    2. Hardware Requirements:
      1. Servers shall be under warranty with licensed Microsoft Windows Server Operating System;
      2. Servers shall have pre-installed and fully licensed Hardware Management Card(s);
      3. Servers shall be located in climate-controlled environments which shall conform to the manufacturer's specifications;
      4. Workstations shall be under warranty with licensed Microsoft Windows Professional Operating System;
      5. Power: UPS Backup Power systems shall be installed; inclusive of adequate power surge protection devices;
    3. Support shall not be provided for any Operating System(s) beyond the manufacture's published "End of Support Date” or “End of Life Date;"
    4. Client will at all times provide to Solutions Squad unencumbered remote access to all supported devices to allow technical issues to be resolved.
    5. Client stipulates it owns genuine user or device licenses for every operating system and application installed and to maintain records of all software media with CD-keys, serial numbers and unlock codes.
    6. Client will maintain third party software support contracts for all line-of-business applications to address end-user support, updates, and upgrades, or to maintain expertise internally by Client’s staff.
    7. Client will designate a Primary Point of Contact or contacts to interact with the Help Desk to avoid multiple tickets being generated for the same issue and to perform simple, guided onsite tasks.
    8. Client Site(s) shall maintain safe and industry standards for heat, ventilation, air conditioning, electrical supply and internet;
    9. Client shall provide and make available physical access to the sever and ancillary areas as may be required by Solutions Squad;
    10. Client shall designate at all times a Primary Point of Contact with authority to bind the Client to any Services required to be implemented and/or support performed by Solutions Squad;
    11. Client shall advise and serve proper notice to all manufacturer maintenance providers that Solutions Squad is client's authorized representation as needed by Solutions Squad;
    12. Client shall implement safe browsing and email procedures;
    13. Client stipulates, understands and accepts that no anti-virus protection is fool proof and that Client's systems are not guaranteed to be 100% virus & malware free by using Solutions Squad's Services;
    14. Client stipulates and approves that it will not permit any third-party computer consultants not employed by Solutions Squad to modify, install or service Client's hardware, software or network, without Solutions Squad's written consent.
      1. Client's breach of section 4.14, aforestated, is grounds for automatic Agreement Termination by Client exposing Client to liability and non-defensible defenses at law and/or equity;
    15. Client shall immediately notify Solutions Squad within Two Hours of notice of an event and/or incident which could impact Solutions Squad’s Contractual service to the client;
      1. Client’s failure to comply with this Notice provision shall release Solutions Squad from all expressed or implied liability;
      2. Notice shall be served by Client upon Solutions Squad by email & helpdesk ticket, or other mutually agreed communication medium in writing.
  5. Solutions Squad’s Responsibilities
    1. The availability and specific level of technical support that we will provide to you is dependent upon the level of support that we are engaged to provide as set forth in the attached Riders(s), subject to the following limitations.
      1. We may be unable to provide Services to Client if Client’s internet connection is not functioning or we are otherwise unable to log into your network remotely, or if we are unable to gain physical access to your site and your network equipment.
      2. If our Services to Client require that we obtain support from third parties (such as software vendors), then we may be unable to provide such Services during times that such third party support is unavailable.
    2. Solutions Squad will provide, as needed, emergency remote and/or on-site hands on services at agreed upon billing rates, as per 3.8.1 unless otherwise specified herein.
    3. Solutions Squad may be required to provide after-hours network service. Client shall always supply on site personnel on an around the clock basis as long as Solutions Squad provides Client with after-hours Service.
    4. Solutions Squad does not warrant, expressly or implicitly, that service representatives will be available outside of Standard Business Hours unless expressly agreed to pursuant to Agreement or Addendum.
  6. Holidays Observed
    1. New Year's Day
    2. Martin Luther King Day
    3. Presidents' Day
    4. Memorial Day
    5. Independence Day (observed)
    6. Independence Day
    7. Labor Day
    8. Columbus Day
    9. Veterans Day
    10. Thanksgiving Day
    11. Christmas Day
    12. Religious Holidays (observed)
  7. Payment Terms
    1. Payment is due to Solutions Squad upon invoice delivery to Client;
    2. All payments shall be automatically drafted monthly pursuant to the “ACH Payment Authorization” on file;
    3. All payments are non-refundable unless explicitly stated herein or in an Addendum under control of this Agreement.
    4. Solutions Squad bills prospectively, i.e. payment is due prior to the month in which services are to be rendered, or immediately prior to the commencement of Service.
    5. All hardware and/or Project costs are due in full before the materials are ordered and/or work is commenced.
    6. Late fees of five percent (5%), shall be assessed on all overdue balances for every month or portion of the month the payment is deemed "late".
  8. Term
    1. This Service Agreement shall run for an initial period of thirty-six (36) months ("Initial Term") and shall automatically renew for successive twelve (12) month terms ("Renewal Term") unless either party gives written notice 30 days prior to the end of the Initial Term or any Renewal Term of its intention to terminate the Services described in the applicable Addendum. The Initial Term and Renewal Terms are referred to as the "Term".
    2. Client at any time upon written notice within the last forty-five (45) days of each Addendum may terminate that Addendum, without penalty, with or without cause.
  9. Termination
    1. Solutions Squad Reserves the Right to suspend or discontinue service in the event Client has failed to pay any invoice and/or collection fees within fifteen (15) days of the invoice;
    2. All accounts shall be referred for collection (subject to collection fees) on the Sixty-First (61st) day of the invoice(s) being overdue and this Agreement and covered Addendums shall be deemed terminated by Client;
    3. Automatic payments: if Client's automatic payment is declined three or more times cumulatively over any 180 day period during the term of this Agreement, and Client does not satisfy the invoice and post a security deposit equal to 1.5 times the listed invoice amount within five (5) days of request for payment, this Agreement shall be automatically terminated by client.
    4. All invoices are due and payable as presented and billed, any requests for credit or adjustment shall be presented to Solutions Squad within five (5) days of receipt of invoice; adjustments if any will be credited on the next monthly invoice. Client's failure to contest a charge within five (5) days of receipt of invoice shall be deemed an absolute waiver and abandonment of the claim.
    5. Client understands and agrees to waive any claim of irreparable harm against Solutions Squad which may arise from suspension of services by Solutions Squad due to Clients non-payment and/or Clients termination of its Agreement(s) with Solutions Squad.
    6. It is agreed, stipulated, and unequivocally understood that Client shall, within thirty (30) days from the date of any termination of this Agreement and covered Addendums, access and retrieve their data on Solutions Squad's portal;
      1. Thereafter on the thirty-first (31st) day without Notice, Client's access to Solutions Squad Systems and any data will be denied and rejected and;
      2. All data may be permanently deleted without any liability to Solutions Squad;
      3. Client waives any claims at Law and/or Equity for failure to comply with this provision and/or for loss of data due to Clients’ failure to timely comply.
    7. If Client terminates this Agreement with or without Solutions Squad’s consent, the Parties agrees that the damage calculations are not impossible to calculate therefore the parties agree to a liquidated calculation payment due to Solutions Squad immediately of an amount equal to either eighteen (18) months of services or the balance due under the Agreement, whichever sum is greater.
    8. This Agreement is automatically terminated if:
      1. Either one of the parties shall be declared Insolvent or Bankrupt.
      2. A petition is filed in any court and not dismissed in ninety days to declare either of the parties Bankrupt and/or for a Reorganization under the Bankruptcy Law or any similar statute.
      3. A Trustee in Bankruptcy or a Receiver or similar entity is judicially appointed for one of the parties.
      4. The Client does not pay Solutions Squad within thirty (30) days from receipt of Solutions Squad invoice and/or otherwise materially breaches this Agreement, a Termination Fee of the greater of the balance of the Agreement or eighteen (18) months’ worth of services will be due immediately to Solutions Squad unless account is brought current, Solutions Squad reserves the right to assert a damage claim as noted in this Service Agreement.
      5. Solutions Squad fails to perform its obligations under this Agreement and such failure continues for a period of thirty days after written notice of the default is provided to Solutions Squad, the Client shall have the right to terminate this Agreement without penalty.
    9. Client at its own cost will return Solutions Squad owned hardware within seven (7) days of termination of this Agreement and Solutions Squad making such request in writing.
      1. If hardware is not received by Solutions Squad in good working condition within fourteen (14) days of Solutions Squad's original request, client agrees to pay Solutions Squad the defined replacement cost of each piece of missing or damaged hardware within a further three (3) days.
      2. Replacement Cost as scheduled of Solutions Squad owned Hardware will not be depreciated and the full amount scheduled will be due to Solutions Squad.
    10. Upon Termination of this agreement, Client agrees to pay Solutions Squad on a time and materials basis per section 3.8.1 for any Off-boarding/Transition services. Such payments will be made via a replenishing retainer to Solutions Squad in five thousand (5,000) Dollar increments from which Solutions Squad will deduct its fees and expenses. Should the retainer become depleted to zero, Solutions Squad will not be obligated to continue doing work for client.
  10. Service Limitations
    1. Issues or requests that produce a significant change to your systems, network or physical setup are not included in this Agreement. These are considered projects and are outside the scope of Unlimited Support agreement. These projects are custom quoted as they occur. Most projects are quoted with a simple not-to-exceed price. Complex or unknown projects are quoted as estimated time and material.
    2. Services not specifically defined in this agreement are excluded from it, such as, but not limited to the following:
      1. Onsite hardware installation;
      2. Physical relocation of equipment;
      3. New software installation such as new CRM, ERP or EHR;
      4. Hardware installation/upgrades/repair;
      5. Programming and/or Line of Business application support;
      6. Any form of cabling;
      7. Audio/Visual support (projectors, TV's, etc);
      8. Printers & printing issues exclusive of connectivity;
      9. Addition, change or removal of users and associated devices.
    1. Cost of consumables, replacement parts, hardware, software, network upgrades and associated services are outside the scope of this agreement. Solutions Squad will provide consultative specification, sourcing guidance and/or Time and Material/Project offerings.
    2. Manufacturer warranty parts and labor/services are outside the scope of this agreement.
    3. Malware recovery services are outside the scope of this agreement.
    4. Disaster recovery services are outside the scope of this agreement.
    5. Restoration of lost data such as server restores or multiple folder recoveries is outside the scope of this agreement.
    6. Support services required or requested outside the scope of this agreement may not be exchanged for days or services within this agreement. These support services are available and will be provided on either a Time and Material, or Project basis.
    7. Scheduled maintenance is a planned periodic service resulting in “service outages” of less than six (6) hours in duration, as may be necessary from time to time to maintain optimal performance.
    8. Client expressly retains any and all liability for storing and protecting Client’s data.
    9. Client acknowledges and agrees that the agreed upon services are contracted on a per subscriber basis, which shall not be shared between Client and any third party or used by any third part except as expressly authorized by Solutions Squad.
    10. Solutions Squad may dispatch a technician onsite at its sole discretion (charges may apply if Clients Services do not expressly include On-Site Support).
    11. Support, if not included, provided during After-hours and/or Holiday hours are billed as per 3.8.1.
    12. Client shall not, in whole or in any part, directly or indirectly reverse engineer, disassemble, de-compile, translate, replicate, modify, alter or otherwise attempt to replicate Solutions Squad’s services and/or products.
    13. Line of Business Applications are outside the scope of this Agreement, unless expressly stated as covered in this Agreement or Addendum.
    14. Solutions Squad does not provide hardware repair and recommends Client uses warranty or vendor repair services.
  11. Warranties & Disclaimers
    1. No warranties of any kind whatsoever, including Expressed or Implied or those of Merchantability and Fitness for a Particular Purpose have been made by Solutions Squad to Client and are expressly Disclaimed and Excluded.
    2. Client assumes, without limitation, full unequivocal responsibility for the overall effectiveness and efficiency of its operating environment in which the Network is to function.
  12. Limitation of Liability
    1. Any and all Damage Claims shall be restricted to actual damages, and in no event, shall either party be entitled to claim, assert or receive incidental, consequential, special and/or punitive or exemplary damages, of any kind arising out of or resulting from loss of data, income, profit on any theory of liability arising out of or in connection with the services and/or use of their equipment Client has been advised and has acknowledged of the possibility that said damages may occur and shall be non-compensable.
    2. The Standard of Solutions Squad’s liability shall be that of reasonable care and the use of reasonable efforts of its employees and agents.
    3. Solutions Squad reserves the right to outsource various portions of the contracted work to Third Party providers. Client acknowledges this fact and does hereby release, indemnify and hold Solutions Squad harmless for any service defects, deficiencies and/or quality of service provided by Solutions Squad's Third Party providers. Client claims shall be limited to a Third-Party claim against the outsourced agency or equipment, manufacturing or supplier.
    4. Services in this Agreement or Covered Addendum(s) are only provided on a "As Is" and "As Available" basis.
    5. In no event what so ever shall Solutions Squad’s liability under any claim made by Client exceed the lesser of three (3) months services or ten thousand (10,000) Dollars.
    6. Regardless of Form or legal theory, no action arising out of, or in connection with this Agreement may be brought by Client more than one (1) year after the first to occur, if:
      1. The Termination or expiration of this Agreement; or
      2. The Event giving rise to such cause of Action.
    7. Solutions Squad without liability to Client, upon thirty (30) days' written notice, may terminate this Agreement or covered Addendum or for any reason whatsoever with or without cause and without liability.
  13. Remedies
    1. In the event Client terminates this Agreement for any reason other than a breach of the terms herein, Client shall be entitled to a refund fifty percent (50%) of any monies extended in advance of the month or part thereof for which services by Solutions Squad were last performed.
  14. Indemnification
    1. Client agrees to indemnify, defend, release and hold Solutions Squad harmless, and any of their employees, agents, representatives, directors and shareholders and assigns, as their interest may appear from any and all liabilities including, but not limited to, judgments, damages, losses, claims, costs and expenses, and reasonable attorney's fees, arising from or related to:
      1. Client's 's breach of this Agreement or any applicable Addendum;
      2. Errors, representations, misrepresentations intentional and/or negligent acts of Client, Client's employee(s), authorized agent(s) and/or independent Contractor(s) with respect to the Services rendered hereunder; and
      3. Any claims brought by third parties against Solutions Squad arising out of or related to Client's procurement and/or use of Services
      4. Client's use of all services, software or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright, trademark and/or patent infringement. In addition, Client agrees to pay any judgment and costs associated with such claim and shall be responsible for Solutions Squad's initial and continuous legal fees until final adjudication in defense of any claim.
    2. Unless compelled by legal process in a court or other legal proceeding to testify or provide documents, Solutions Squad and its representatives may not disclose, without appropriate permission, the content of any oral or written confidential communication received during the term(s) of this Services Agreement and/or Addendums, nor any information that is obtained as a result of Solutions Squad rendering the services contemplated hereby.
      1. If any person or entity requests or subpoenas any information or materials relating to this agreement and/or Addendums which is within Solutions Squad's custody or control (or the custody or control of any of Solutions Squad's agents or representatives), unless prohibited by law Solutions Squad may inform client of such request or subpoena. Should Client require Solutions Squad to take any legal action to seek protection against disclosure of such information or materials, Client will, at Solutions Squad's option either retain legal counsel to represent Solutions Squad or will indemnify Solutions Squad for all costs and expenses, including reasonable attorney’s fees and disbursements, resulting from such action.
  15. Mediation & Arbitration
    1. Any dispute or controversy that arises out of or related to this Business Agreement or covered Addendum or any Provision whatsoever, the Parties agree to waive their right(s) to a jury and/or bench trial and all dispute(s) will be resolved through Mediation and then binding Arbitration.
      1. The Parties stipulate and agree that the Mediation/Arbitration proceedings shall be before a retired Judge of the State of Florida Superior Court located in either Miami Dade or Broward County, Florida at Solutions Squad's option.
      2. The Parties hereby agree that if Mediation fails the Mediator shall be permitted without conflict to Arbitrate the Dispute to conclusion.
    2. Each Party shall bear its own expenses and its pro-rata share of the expenses of the Mediator/Arbitrator including all Ancillary costs, including but not limited to, Court Reporter and Transcript Fees.
    3. The Arbitrator's decision shall be non-appealable, final and binding. The decision shall be entered and confirmed by a Court of competent Jurisdiction.
    4. Nothing in this section will be construed to preclude either Party from seeking Injunctive Relief in order to protect its rights pending an outcome in Mediation or Arbitration with exception to section 9.5. A request by a party to a Court for such Injunctive relief shall not be grounds to release either party from their legal obligation to Mediate and/or Arbitrate.
    5. All interim Injunctive Relief shall be brought before the Superior Court of the State of Florida, Broward County Vicinage.
  16. Independent Engagement/Non-Hire
    1. Because the people that work for Solutions Squad are extremely valuable assets; Profession ethics require that they not seek employment with, request, or be offered employment by Client during the course of engagement for period of one, (1) year thereafter. Client’s signature on this document confirms their Organization’s representation to adhere to this Professional Standard of Conduct.
    2. Client acknowledges that Solutions Squad is involved in a highly strategic and competitive business. Client further acknowledges that Client would gain substantial benefit and that Solutions Squad would be deprived of such benefit, if Client were to directly hire any employee(s), agent(s), representative(s), third party provider(s), director(s) and shareholder(s) and assign(s) employed by Solutions Squad. Except as otherwise provided by law, Client shall not, without the prior written consent of Solutions Squad, solicit the employment of Solutions Squad personnel during the term of this Agreement and for a period of one (1) year following expiration of this Agreement.
    3. Client agrees that Solutions Squad's damages resulting from a breach of this provision would be extremely difficult, if not impossible, to ascertain the actual amount of damages. Therefore, in the event Client breaches this provision, Client shall immediately pay Solutions Squad an amount equal to three (3) years of the employee’s, agent’s, representative’s, third party’s, director’s and shareholder’s and assign’s total annual compensation, as liquidated damages and Solutions Squad shall have the option to terminate this Agreement without further notice or liability to Client. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs Solutions Squad would incur to identify, recruit, hire and train suitable replacements for such personnel. Clients shall also be responsible to Solutions Squad for damage, as stated in this Agreement.
  17. Assignment
    1. Solutions Squad may assign this Agreement without consent and/or notice to Client to any affiliated entity or to any successor in interest whether by merger, reorganization or transfer of all or substantially all of its assets or otherwise. Solutions Squad may, from time to time, use Third Party Agent(s) to fulfill its obligations under this Agreement. All work performed by Solutions Squad's Third Party(s) shall be deemed work performed by Solutions Squad. Solutions Squad may assign monies due to it under this Agreement to Third Parties so long as:
      1. Solutions Squad shall have given prior written notice to Client of such payment assignment; and
      2. Such assignment does not attempt to impose on Client obligations to the assignee additional to the payment of monthly invoices due and owing, or to preclude Client from dealing solely and directly with Solutions Squad in all matters pertaining to this Agreement and applicable Addendum including the negotiation of amendments or settlements of charges due.
    2. Client cannot assign this Agreement without prior written consent of Solutions Squad, which consent by Solutions Squad may be unreasonably withheld.
  18. Confidentiality
    1. This Confidentiality, Privacy and Compliance portion of this Agreement is in addition to other terms and conditions set forth in this Agreement and/or covered Addendums currently existing or hereafter created between Client and Solutions Squad. This agreement shall under no circumstances be deemed to alter any such Agreement except as specifically provided below;
      1. Solutions Squad acknowledges that in the course of providing services to said Client, Solutions Squad may learn from Client certain non-public personal and otherwise confidential and/or proprietary information relating to said Client, including, but not limited to, its customers, consumers or employees. Solutions Squad shall regard any and all information it receives which in any way relates or pertains to said Client, including its customers, consumers or employees as confidential and may not intentionally disclose this information absent a Court Order.
      2. Solutions Squad shall take reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve Client or as expressly and specifically permitted in writing by said Client or as required by applicable law.
      3. Client acknowledges that it has an affirmative responsibility to keep records and information of its business, customers, consumers, and employees, confidential.
    2. Proprietary Rights;
      1. Client acknowledges Solutions Squad may use Proprietary Materials in the performance of its services. As used herein, "Proprietary Materials" means Solutions Squad work product, designs, plans, specifications, methods, processes, source codes, object codes, updates, enhancements, adaptations and modifications, together with all enhancements thereto and all copies and documentation pertaining to the use and operation thereof, and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto. Proprietary Materials may be delivered or made available for Client in all medium, including that made available in oral, written, graphic, electronic or machine readable form.
      2. Client shall not, by virtue of this Agreement or otherwise, have or make any claim of any ownership interest in, or acquire any proprietary rights whatsoever in, the Proprietary Materials, which shall be and remain sole and exclusive property of Solutions Squad. Client agrees not to delete or modify any identifying marks, copyright or proprietary rights notices from any copy of the Proprietary Materials. Client also agrees to not make use of or enhancements to such Proprietary Material without the express written consent of Solutions Squad, and that any enhancements made without consent of Solutions Squad are and shall be property of Solutions Squad, and Client hereby assigns to Solutions Squad all ownership and other rights therein. Client further agrees not to disclose any Proprietary Materials to any other person or entity, other than with prior written consent from Solutions Squad.
      3. Within five (5) Business Days after the termination of this Agreement,
        1. Upon request by Client, Solutions Squad will return to Client all Confidential Information in its possession
        2. Upon request by Solutions Squad, Client shall return to Solutions Squad all Proprietary Materials in its possession.
    3. Client acknowledges that its breach of this Section 18 would cause irreparable harm to Solutions Squad for which remedies at law would be inadequate. Accordingly, Client acknowledges and agrees that in the event of such breach or threatened breach of this Section 18, Solutions Squad will be entitled to the issuance of injunctive relief, without bond, enjoining such breach or threatened breach, such relief to be in addition to any other remedies available at law or in equity.
  19. General Provisions
    1. Entire Agreement: This Agreement and Addendum(s) constitutes the entire and only understanding and agreement between the parties hereto with respect to the subject matter hereof and, except as expressly set forth herein, maybe amended only in writing signed by each of the parties hereto.
    2. Severability: If a court of competent jurisdiction determines that any terms or provision of this Agreement is invalid or unenforceable; such determination shall not affect the validity or enforce-ability of the remaining terms and provisions of this Agreement and/or covered Addendum, which shall continue to be given full force and effect.
    3. Headings: The headings of the sections of this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any of the provisions hereof.
    4. Binding Effect: This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.
    5. Waiver: Any failure of either party to comply with any obligation, covenant, agreement, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other parties. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions shall not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.
    6. Electronic Invoicing: All invoices under this Agreement may be sent to Client via email or other electronic means.
    7. Counter parts.
      1. The parties agree this Agreement (including covered Addendums) may be executed in counterparts (all of which shall constitute one and the same agreement).
      2. Such counterparts may be transmitted be fax, email (pdf) or other electronic means.
    8. Applicable Law: This Agreement and any covered Addendums shall be governed by the laws of the State of Florida without regard to its choice of law provisions.
    9. Notices:
      1. Notices delivered in person or sent via facsimile or electronic mail during Solutions Squad Standard Business Hours as defined in section 3.8.1 shall be deemed to be received on the same date. Notices forwarded by registered or certified mail shall be deemed to be delivered three (3) days after such notice was mailed.
      2. All notices, requests, demands, and other communications shall be validly given if delivered in person, facsimile transmission, sent by electronic mail, or forwarded by registered or certified mail addressed to the other party at the address provided herein, unless such party has notified the other party of a substitute contact information in writing, pursuant to this article.
    10. Hardware as a Service: Solutions Squad owned hardware categorized as HaaS and/or Hardware-as-a-Service remains property of Solutions Squad, if lost, stolen or damaged Client agrees to pay to Solutions Squad the Replacement Cost as scheduled per unit upon request by Solutions Squad.
    11. The Parties shall do business at their own risk and for their own profit. Nothing in this Agreement shall constitute a partnership or agency relationship between the Client and Solutions Squad or authorize either party to make any representation on behalf of or in any way to bind the other party to any obligation of any kind, express ed or implied, to any third party, or to incur any liability on behalf of the other party.
    12. The benefits and protection provided by this Agreement shall inure solely to the benefit of the Parties. This Agreement shall not be deemed to create any right in any person or entity who is not a party to this Agreement and shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party.
    13. All questions and requests for Customer Service or Technical Support shall be directed, via email to the helpdesk, or by calling (305) 677-2389.
    14. Force Majeure: Neither Party to this Agreement shall be liable for any costs or damages attributable to nonperformance (including but not limited to delays on the part of Solutions Squad) arising out of any "Event Force Majeure", which shall consist of any cause not within its reasonable control and not due to its fault or negligence (including but not limited to, terrorist acts, natural catastrophe, fire, flood, or other acts of God and/or power failure, virus propagation, improper shut down of the Network and related Network Systems/Services). Each party shall give the other Party prompt notice of the occurrence of any Event of Force Majeure that is expected to cause delay- and the date of performance by any such party shall be extended for a period not exceeding the period of the delay caused by the Event of Force Majeure identified in such notice.
    15. Attorneys' Fees: In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover all expenses, including reasonable attorney's fees and other costs in addition to any other relief that may be granted.
    16. Hours of Operation: Unless otherwise specified, all date and times referred to in this Agreement shall be U.S. Eastern Standard Time.
    17. Acceptance: Client shall have one (1) business day after the signing of this agreement, (Saturday through Sunday and Holidays excluded) to rescind this Agreement entered in to with Solutions Squad for any reason whatsoever;
      1. Acceptance shall be deemed conclusive upon Solutions Squad acknowledging receipt of Clients signature on this agreement and receipt of funds due to Solutions Squad, within the stated time period.
      2. Parties stipulate and agree if Client terminates this Agreement pursuant to this provision (19.17), neither party shall have any further liability to the other.
  20. Electronic Signature (e-sign) and Uniform Electronic Transactions Act (ueta) Disclosure and Consent Agreement ("E disclosure and consent")
    1. This E Disclosure and Consent is provided in compliance with the Electronic Signatures in Global and National Commerce Act, 15 USC §7001, et seq. ("E-SIGN Act") and the Uniform Electronic Transactions Act, as adopted by the various States. Capitalized terms used in this E Disclosure and Consent have the meaning set forth in the Agreement (including covered Addendums and Riders hereto) to which this E Disclosure and Consent is attached or contained in, except the words "Client", "You" and "Your" refer to the particular Person entering into or agreeing to the Agreement or Terms and Conditions. This disclosure relates to all Agreements (including covered Addendums and Riders hereto), the Website including, without limitation, electronic fund transfers, the use of electronic signatures and the use and storage of "electronic records" as defined in the E-SIGN Act. This policy describes how Solutions Squad delivers communications to Client electronically. Solutions Squad may amend this policy at any time by posting a revised version on the Website or by email to Client. The revised version will be effective when posted or transmitted by Solutions Squad. If the revised version includes a substantial change, Solutions Squad will provide You with thirty (30) days' prior notice by posting a notice of the change on the Website or sending via email.
    2. Agreement (including covered Addendums and Riders hereto) may be electronically signed. The parties agree that the respective electronic signatures appearing on this Agreement are the same as handwritten signatures for the purpose of validity, enforceability and admissibility.
    3. By entering into and accepting this Agreement (including covered Addendums and Riders hereto) to which this E Disclosure and Consent is contained Client agrees and consents to receive electronically all communications, agreements, notices, documents and disclosures relating to the Agreement (including covered Addendums and Riders hereto) and Client use of Solutions Squad services (collectively, "Communications"). Communications include agreements and policies Client agrees to (for example, and not by way of limitation, the Agreement, including the Privacy Policy), including updates to these agreements or policies; annual disclosures; transaction receipts or confirmations; statements and transaction history; and any other transaction information or other information related to the Agreement (including covered Addendums and Riders hereto). Solutions Squad will provide Communications to Client by posting them on the Website and/or by emailing them to Client at the primary email address designated by Client.
    4. Client retains the right to withdraw their consent at any time. To withdraw consent, Client may send a written request (a) by regular mail to Solutions Squad Inc, 3389 Sheridan St, Suite 498, Hollywood, FL, 33021, (b) by email to [email protected] If consent is withdrawn by Client, Solutions Squad without liability to Solutions Squad reserves the right to discontinue Client's access to Solutions Squad services, terminate any and all agreements with Client, and/or charge additional fees for paper copies.
    5. If, after Client consents to receive communications electronically, Client would like a paper copy of a Communication Solutions Squad previously sent Client, Client may request a copy within one hundred eighty (180) days of the date Solutions Squad provided the Communication to Client by contacting Solutions Squad as described above. Solutions Squad will send Clients paper copy to Client by U.S. mail. In order for Solutions Squad to send paper copies to Client, Client must have a current street address on file with Solutions Squad as Clients primary mailing address. If Client requests paper copies, Client understand and agree that Solutions Squad may charge Client a Paper Communications Fee for each Communication at the current rate.
    6. Client is responsible for keeping Client's primary email address on file with Solutions Squad up to date so that Solutions Squad can communicate with Client electronically. Client understand and agree that if Solutions Squad sends Client an electronic Communication but Client does not receive it because Clients primary email address on file is incorrect, out of date, blocked by Client Internet service provider, or Client is otherwise unable to receive electronic Communications, Solutions Squad still will be deemed to have provided the Communication to Client. If Client uses a spam filter or other technology that blocks or re-routes emails from senders not listed in Client email address book, Client must add Solutions Squad to Clients email address book so that Client will be able to receive the Communications Solutions Squad sends to Client. Client can update Client primary email address or street address at any time by sending the updated information to Solutions Squad (a) by regular mail to Solutions Squad Inc, 3389 Sheridan St, Suite 498, Hollywood, FL, 33021, (b) by email to [email protected] If Client email address becomes invalid such that electronic Communications sent to Client by Solutions Squad are returned, Solutions Squad without liability to Solutions Squad reserves the right to discontinue Client's access to Solutions Squad services, terminate any and all agreements with Client, and/or deem any and all of Clients accounts with Solutions Squad as "inactive".

Please ask us any questions you may have about this Agreement.
You are directed not to sign and/or accept any agreement, orders and/or proposals this Business Agreement is incorporated within unless You understand it and agree with all of its contents.

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