GENERAL SERVICE
STANDARD TERMS AND CONDITIONS

SECTION 1. SERVICES
1.1CLIENT is defined to include herein as any partner, employee, or outside consultant that the CLIENT requests DeepTech, Inc. and DeepTech NYC, LLC. (collectively referred to as DEEPTECH, or DT) work with in order to accomplish a requested task.  If the CLIENT wishes to limit the number of authorized agents, a comprehensive written list, duly signed by an authorized agent of the CLIENT, must be provided to DEEPTECH in advance.  Under this agreement, DEEPTECH will provide CLIENT, with qualified staff to perform computer and technology related Services.
1.2In performing work under these Terms and Conditions, DEEPTECH will be an independent contractor, and nothing in these Terms and Conditions will be interpreted or construed as creating or establishing an employer-employee, or agency relationship, or a partnership or joint venture, between the parties. 
1.3All CLIENT requests for services provided by DEEPTECH, whether verbal, electronic or in writing, are made by the CLIENT with the understanding that the work performed will be subject to these Terms and Conditions. 
SECTION 2. GENERAL
2.1These Standard Terms, together with any applicable Statement of Work or Project Schedule, are intended to be the sole and complete statement of obligations of the parties with respect to the subject matter of the Services, and supersede all previous and contemporaneous understandings, negotiations, and proposals.
2.2No waiver, alteration or modification of any provision of these Standard Terms will be binding unless in writing and signed by duly authorized representatives of both parties, nor may they be implied by any course of conduct or dealings of the parties.
2.3During the term of the Services and for a period of six months after termination, neither CLIENT nor any entity affiliated with CLIENT will, directly or indirectly, solicit for employment or performance of computer services, or hire or contract with, any DT Staff person who becomes known to CLIENT in connection with the performance of DEEPTECH Services. In the event CLIENT, or any affiliate of CLIENT, hires or contracts with any DT Staff person contrary to this Section 2.3, CLIENT agrees to pay to DEEPTECH, as liquidated damages and not as a penalty, an amount equal to all compensation, including salary, wages, bonuses, and commissions that such Staff person received from DEEPTECH during the six-month period immediately preceding such hiring or contracting. If the DT Staff person was not working for DEEPTECH throughout such six-month period, the payment will be six times the average of such persons monthly compensation for the months such person worked for DEEPTECH.
2.4DEEPTECH reserves the right to determine the assignment of Staff and DEEPTECH may subcontract the performance of the Services to any subcontractor selected by DEEPTECH. If CLIENT has objections to any DT Staff persons continuation of performance of Services at a CLIENT location, then DEEPTECH will investigate CLIENTs concerns and, if DEEPTECH determines that those concerns are reasonable, lawful and in good faith, then DEEPTECH will take appropriate action which may include replacement of such Staff person.
2.5In the event of a conflict between any provision of these Standard Terms and any Statement of Work, Project Schedule, or other attachment, these Standard Terms will control, unless the SOW / PS or attachment expressly states that it is overriding the conflicting provisions of this Agreement.
2.6This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to the conflicts of law principals of such State. Each party submits to the exclusive jurisdiction of the federal or state courts sitting in the county and State of New York for the purposes of resolving any and all disputes arising out of, or relating to, this Agreement.
SECTION 3. FEES AND PAYMENT TERMS
3.1The fees and rates charged for Services have been provided to CLIENT and may be changed by DEEPTECH upon 30 days prior notice.
3.2CLIENT agrees to pay DEEPTECH the actual and reasonable expenses incurred by DT Staff in the performance of the Services that the CLIENT requested including, but not limited to taxi fares, messenger fees, and items purchased locally to complete the task being performed for the CLIENT
3.3CLIENT is solely responsible for payment of any taxes (including sales or use taxes, intangible taxes and property taxes) resulting from CLIENTs purchase or use of Services, other than taxes based on the income of DEEPTECH. CLIENT agrees to hold harmless DEEPTECH from all claims and liability arising from CLIENTs failure to report or pay such taxes in a timely fashion.
3.4With respect to services billed on a Time and Materials basis, the following terms apply:
(a) Any invoice or statement not disputed by CLIENT in writing, detailing the nature of, and the grounds for the dispute, within 10 days of its receipt by CLIENT will be deemed accepted by CLIENT.

(b) CLIENT may have received estimates for the work to be performed. Such estimates are merely forecasts and projections of the professional fees and expenditures that will be incurred in the course of completing the requested task(s) and shall not be deemed to be binding guarantees of pricing in any way.
3.5Payment terms are a courtesy that DEEPTECH often provides to its clients and are subject to change at any time at the discretion of DEEPTECH.
(a) If the CLIENT wishes to have NET-30 terms with DEEPTECH, the CLIENT will be required to keep a valid credit card on file with DEEPTECH. In the event that any invoice not be paid within 30 days from the date of invoice, DEEPTECH may at its discretion, charge the supplied credit card for the full amount of the invoice, plus a $50 late payment charge.

(b) CLIENT shall be charged a flat fee of $30.00, in addition to any administrative fees or costs incurred by DEEPTECH as a result of any dishonored check, or declined credit card.

(c) CLIENT agrees to pay a late payment charge of $50.00 plus a finance charge of 1.33% per month for each invoice that is past due, but not in excess of the lawful maximum.

(d) In the event of litigation or collection activity arising out of CLIENTs non-payment or any other breach hereof, DEEPTECH will be entitled to its reasonable costs and expenses, including but not limited to attorneys fees and court costs.

(e) DEEPTECH reserves the right to suspend services if CLIENT is in arrears.
SECTION 4. CONFIDENTIAL AND PROPRIETARY INFORMATION
4.1DEEPTECH and CLIENT acknowledge that in the performance of Services, it may be necessary for CLIENT and DEEPTECH to disclose certain confidential or proprietary information of one party to the other party. Each party agrees that,  (Recipient) will use at least the same means it uses to protect its own confidential proprietary information, but in no event less than reasonable means, to prevent the disclosure and to protect the confidentiality of (I) information received from the other party (Provider) that is identified as confidential at the time of disclosure and (II) nonpublic information that, under the circumstances surrounding disclosure, a reasonable person would treat as confidential (collectively, Confidential information).
4.2Confidential information does not include information that belongs to the Recipient or is (I) already known by the Recipient without an obligation of confidentiality other than under these Terms and Conditions; (II) publicly known or becomes publicly known through no unauthorized act of the Recipient; (III) rightfully received from a third party; (IV) independently developed by the Recipient without use of the Providers Confidential Information; (V) disclosed without similar restrictions to a third party by the Provider; (VI) approved by the Provider for disclosure; or (VII) required to be disclosed pursuant to a requirement of a governmental agency or law of the United States of America or a state thereof, or any governmental or political subdivision thereof, so long as the Recipient provides the Provider with timely prior notice of such requirement.
4.3The Recipient may use Confidential Information received from the Provider only in connection with the Services, and may disseminate such Confidential Information only to persons having a need for access to such Confidential Information in connection with the performance of the Service, and who are bound by obligations of confidentiality no less rigorous than those contained in this Section 4. However, in no event may the Recipient disclose Confidential Information to third parties who provide products or services similar to or competitive with the Providers products or services.
4.4Upon termination of Services and upon the written request of the Provider, the Recipient will return all copies of Confidential Information to the Provider and certify in writing that all copies of Confidential Information have been returned and /or otherwise destroyed.
4.5Each party acknowledges that the other may suffer irreparable damage in the event of any material breach of the provisions of this Section 4. Accordingly, in such event, a party may seek preliminary and final injunctive relief, as well as any other applicable remedies at law or in equity in connection with any such breach, whether actual or threatened.
SECTION 5. NOTICES
 Legal notices to either party will be mailed certified first class, postage prepaid, return receipt requested, or delivered by recognized overnight courier service. Notices will be addressed as follows: (a) if to DEEPTECH, to DeepTech, Inc., 151 West 25th Street 4th Fl, New York, NY 10001: or (b) if to CLIENT, to such address of which the addressee party notifies the other pursuant to this Section 5.
SECTION 6. EXCUSE OF PERFORMANCE (FORCE MAJEURE)
 Except for CLIENTs obligation to make payment, neither party will be liable to the other for any delay or inability to perform its obligations under any Job Schedule, Project Schedule, or otherwise if such delay or inability arises from any act of God, fire, natural disaster, act of government, riot, civil disturbance, war, terrorist act, manufacturers shortages or constraints of parts or products, or any other cause beyond the reasonable control of such party. In the event of such a delay or inability to perform, as a result of a Force Majeure Event, DEEPTECH & CLIENT shall cooperate in a good faith following such Force Majeure Event to establish an alternate date to fulfill such obligations provided that neither party shall be found in breach here of if the parties are unable to find an alternatve date.
SECTION 7. REPRESENTATIONS AND WARRANTIES
7.1Services will be performed in a professional manner by DT Staff using reasonable care and having a level of skill commensurate with the requirements of the Services.
7.2With respect to any part, product, or software (collectively, Product) sold, distributed, licensed or supplied by DEEPTECH in connection with Services, to the extent permitted by the manufacturer or licensor of such Product, DEEPTECH hereby assigns to CLIENT all warranties provided by the manufacturer or licensor. The remedies contained in such warranties are CLIENTs exclusive remedies in connection with Products installed, supplied or sold by DEEPTECH.
7.3DEEPTECH EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AND ALL COMPUTER SOFTWARE AND ALL OTHER PRODUCTS AND SERVICES PROVIDED TO CLIENT BY DEEPTECH, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE
7.4CLIENT recognizes that the use of computer products entails a substantial risk of loss, damage, corruption or miscommunication of stored data and of software (collectively, Loss of Data), and that industry standards dictate that CLIENT systematically use, in conjunction with any central processing unit, computer products or other technology that uses software or stores data, products that provide comprehensive backup of data and software so as to prevent Loss of Data. CLIENT assumes all risk of Loss of Data in any way related to, or resulting from, the provision of Services hereunder and hereby releases DEEPTECH and holds DEEPTECH harmless from any liability for Loss of Data.
7.5Notwithstanding anything contained in these Terms and Conditions, DEEPTECH shall not be responsible for any breach of any deadline, specification or other requirement or obligation to CLIENT if the cause of such breach arises out of the actions or inactions of CLIENT or any of its employees, officers, directors, contractors or agents.
7.6CLIENT will promptly furnish to DEEPTECH such technical information (including appropriate application program interfaces), materials, content and other items to the extent determined to be necessary to permit DEEPTECH to perform the services (CLIENT Technology). All CLIENT Technology is hereby licensed to DEEPTECH by CLIENT on a non-exclusive basis solely for the limited purposes set forth herein.
7.7CLIENT warrants that CLIENT owns, or has and maintains, valid licenses to use all CLIENT Technology. If CLIENT has licensed any part of CLIENT Technology from a third party, CLIENT acknowledges that the license agreements for CLIENT Technology are directly between the CLIENT and the vendor. CLIENT is solely responsible for insuring compliance with the license terms of CLIENT Technology.
7.8In the event that any products purchased or licensed by CLIENT are subject to shrink-wrap, on-screen or similar license or other agreements that must be accepted during any installation or configuration service performed for CLIENT by DEEPTECH, CLIENT authorizes DEEPTECH to accept the terms of such agreements on behalf of CLIENT. CLIENT acknowledges and agrees that it has read such terms and will hold DEEPTECH harmless in connection with any such acceptance.
SECTION 8. LIMITATION OF LIABILITY
 NEITHER PARTY AND NONE OF ITS EMPLOYEES, DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, CONTRACTORS AND AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) RESULTING FROM ITS PERFORMANCE OR ANY FAILURE TO PERFORM UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR LOSS OF ANTICIPATED PROFITS OR BENEFITS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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