Business Services Terms

Billing frequency and commitment

Select exactly one option before signing. Billing frequency is listed first; commitment length is listed second. The Effective Date is the later of the Client Date Signed and the DeltaBind Date Signed on the signature page. The selected commitment starts on that same date.

Month / Month

Billed monthly. A one calendar month commitment from the Effective Date, then continuing month to month under Section 12.

Month / Annual

Billed monthly. A twelve calendar month commitment from the Effective Date. Monthly billing does not create a monthly cancellation right.

Annual / Annual

Billed annually. A twelve calendar month commitment from the Effective Date, under the payment terms in the included quote.

The document revision date above is not the Effective Date. Renewal, cancellation, and accepted product specific terms follow Sections 10 and 12.

1. AGREEMENT AND SERVICE ORDERS

This Agreement is between the legal entity operating as DeltaBind identified on the signature page (“DeltaBind”) and the client identified on that page (“Client”).

The included quote is the quote contained in the same signing package as this Agreement. A “Service Order” means that quote or another quote, order form, statement of work, or service schedule that identifies the purchased products and services, incorporates this Agreement, and is affirmatively accepted by authorized representatives.

The Effective Date is the later of the Client Date Signed and the DeltaBind Date Signed on the signature page. The selected commitment starts on that same date. Both parties must sign for this Agreement to be complete. Each Date Signed must reflect that party’s signing date. This Agreement governs covered services and commitments from the Effective Date; obligations expressly stated to survive continue after termination.

Only the services, products, users, devices, locations, tenants, and workloads expressly included in a Service Order are covered. Marketing materials, demonstrations, informal conversations, and invoices do not independently expand the scope of services.

A signed Business Associate Agreement controls matters involving protected health information. A signed data processing or security addendum controls its specific subject matter. A Service Order controls its stated scope, pricing, and subscription details. Other changes to this Agreement must expressly identify the provision being changed and be accepted by both parties.

Each party acts for the named entity. Affiliates and related companies are not automatically included.

2. AUTHORIZED REQUESTS AND SYSTEM ACCESS

Client authorizes DeltaBind to access and administer covered systems as reasonably necessary to perform the purchased services. This may include installing management agents, accessing administrative consoles, applying updates, collecting relevant logs, and conducting authorized remote sessions.

Client will identify authorized contacts, approval limits, and emergency contacts. DeltaBind may require additional verification before changing administrative access, resetting authentication, transferring domains, exporting or deleting data, changing payment instructions, or disabling security controls.

Client is responsible for obtaining required permissions and notices concerning its systems, employees, users, and data.

An ordinary support request does not automatically authorize a new subscription commitment or charge outside the agreed scope. Additional purchases require approval through the authorized ordering process.

DeltaBind may decline instructions that are unlawful, outside its authority, or materially unsafe.

3. CLIENT RESPONSIBILITIES

Client will provide accurate information, maintain necessary licenses and connectivity, promptly report suspected incidents, and reasonably cooperate with troubleshooting and recovery.

Client will maintain the safeguards assigned to it in the Service Order, including applicable authentication, account management, training, physical security, and approval procedures.

Client will promptly identify departing personnel and changes to authorized contacts. Responsibility for disabling accounts and recovering equipment follows the expressly purchased scope.

Client will not knowingly bypass agreed safeguards, share privileged credentials without authorization, or permit unauthorized parties to modify managed systems.

Client remains responsible for its business, legal, clinical, financial, and regulatory decisions. DeltaBind remains responsible for performing its expressly accepted obligations with reasonable professional care.

4. SERVICE STANDARD, IMPLEMENTATION, AND SECURITY LIMITATIONS

DeltaBind will perform its services with reasonable professional care and skill.

Implementation, onboarding, migration, and configuration for some products or services may take two to four weeks, depending on product complexity and the Client’s existing systems, integrations, data, and security requirements. This planning timeframe begins after the Effective Date and once DeltaBind has the required approvals, access, information, licenses, and any agreed advance payment. It is not a guaranteed completion date.

Hardware availability, vendor provisioning, remediation needs, changes in scope, or delays in Client cooperation may require additional time. DeltaBind will communicate the expected schedule and material delays. Client will provide timely access, information, decisions, and cooperation. Any binding completion date must be expressly agreed in writing.

Security, monitoring, patching, filtering, encryption, and backup services reduce risk but cannot eliminate it. Threats, breaches, fraud, ransomware, vulnerabilities, outages, data loss, and other incidents may occur despite properly implemented services.

DeltaBind does not guarantee that every threat will be prevented, detected, investigated, contained, or recovered from, or that systems will operate continuously without errors.

An incident alone does not establish negligence, breach of contract, causation, or damages. Responsibility depends on the applicable duties, conduct, and cause of the loss.

These limitations do not excuse DeltaBind from its express commitments or duties imposed by applicable law.

5. DECLINED CONTROLS AND UNMANAGED SYSTEMS

If Client declines or delays a recommended safeguard, DeltaBind may document the recommendation, affected systems, reasonably foreseeable risks, and Client’s decision.

Client accepts the additional risks attributable to that documented decision. To the extent permitted by law, DeltaBind is not responsible for loss caused by Client’s refusal to implement an agreed or specifically recommended control, unauthorized changes, or systems outside the purchased scope.

This allocation applies only to the extent the decision or excluded condition caused or increased the loss. It does not release DeltaBind from responsibility for its own breach or legally nonwaivable conduct.

DeltaBind may require replacement, isolation, additional controls, or a scope change before continuing support for unsupported or materially unsafe systems.

6. BACKUP, RESTORATION, AND BUSINESS CONTINUITY

Backup and recovery services are included only when expressly purchased. Managing a device, mailbox, application, or cloud tenant does not automatically include backing it up.

The Service Order must identify protected workloads, storage allowances, retention, monitoring, testing, and any recovery objectives.

File synchronization, application retention, replication, archival storage, and backup are different functions. One does not automatically substitute for another.

Client will identify critical data and recovery priorities and promptly disclose newly added or changed workloads.

Recovery depends on available recovery points, source condition, access, vendor capabilities, and the purchased scope. Complete recovery is not guaranteed.

An immutable backup designation applies only to the specified technology and retention controls. It does not guarantee protection against every administrative, configuration, retention, or recovery failure.

DeltaBind remains responsible for expressly purchased backup monitoring, verification, and restoration duties.

7. INCIDENT RESPONSE AND EMERGENCY ACTIONS

Client will promptly report suspected compromise, unauthorized access, lost devices, fraudulent instructions, or material service failures using the designated support or emergency channel.

Within the authorized scope, DeltaBind may take reasonably necessary containment measures, including isolating devices, disabling compromised accounts, revoking sessions, or temporarily restricting access. Such measures may interrupt operations.

DeltaBind will communicate material actions and preserve available evidence reasonably appropriate to its role and the circumstances.

Technical incident assistance does not automatically include legal advice, forensic investigation, regulatory reporting, ransom negotiations, credit monitoring, or public relations services. Additional services require authorization unless an existing emergency authorization applies.

Incident response charges do not eliminate either party’s right to seek recovery for a loss caused by the other party.

Each party remains responsible for legally required incident notices. Required notice will not be delayed merely because an investigation is incomplete. A Business Associate Agreement or other applicable addendum may impose additional requirements.

8. THIRD PARTY PRODUCTS AND INCORPORATED TERMS

All third party software, subscriptions, equipment, cloud services, security services, backup services, and other products supplied or managed under an accepted Service Order are subject to the applicable vendor’s end user agreements, license terms, acceptable use policies, service conditions, warranty limitations, and subscription commitments.

Those terms are incorporated into this Agreement by reference when provided or clearly linked before Client accepts the applicable Service Order.

Client agrees to comply with those terms and is responsible for compliance by its authorized users. Subscription commitments, renewal requirements, cancellation restrictions, and vendor updates validly made under the accepted terms remain applicable when DeltaBind performs purchasing, administration, or billing.

Client authorizes DeltaBind to provision approved products and, where the vendor permits, accept the disclosed applicable terms on Client’s behalf. Client must separately complete any acceptance or consent required directly by the vendor.

Vendor terms govern the applicable vendor product. This Agreement governs DeltaBind’s own services and obligations. DeltaBind does not expand or independently guarantee vendor warranties or service commitments.

Nothing in this section transfers DeltaBind’s separate reseller obligations to Client or excuses DeltaBind’s own expressly accepted configuration, administration, monitoring, or support duties.

9. FEES, BILLING, AND PAYMENT

Client will pay the prices and authorized charges stated in the Service Order.

Unless otherwise agreed, account invoices are issued on the 5th of each month when there are charges to bill. Month / Month and Month / Annual charges are billed monthly. Annual / Annual charges are billed once for each accepted annual term, under the payment terms in the included quote. Other authorized charges may appear on monthly invoices. Each invoice will identify its service periods. Invoice issue dates and payment due dates do not change the Effective Date, the selected commitment period, or vendor subscription dates.

Authorized equipment purchases, additional services, usage, and other charges may be consolidated onto the monthly invoice. Deposits or advance payment may be required when stated in the Service Order.

The included quote or accepted Service Order must identify when charges begin and how any partial billing period is charged or prorated. A scheduled invoice on the 5th does not itself authorize an additional full monthly or annual charge for a partial period. Applicable vendor proration terms remain subject to the accepted Service Order.

Payment is due under the accepted payment terms. Automatic payment requires separate authorization.

Client will promptly identify disputed charges and provide a reasonable explanation. The parties will investigate in good faith, and undisputed amounts remain payable. Failure to report an error immediately does not waive rights that applicable law preserves.

An invoice does not independently introduce new subscription commitments or amend this Agreement.

10. SUBSCRIPTION TERMS, RENEWALS, AND PRICE CHANGES

Billing frequency and commitment length are separate. An annual subscription billed monthly remains an annual commitment unless the accepted vendor terms provide otherwise.

Exactly one option must be selected on the first page before signing. Its billing frequency and commitment govern recurring services in the included quote. Every selected commitment starts on the Effective Date: one calendar month for Month / Month, or twelve calendar months for either annual commitment. Month / Month then continues under Section 12. Monthly installments do not create a monthly cancellation right under an annual commitment. An item identified as a single purchase does not become recurring.

Any product specific exception to the selected commitment or billing frequency must be expressly disclosed and accepted in a Service Order. Vendor subscription dates and cancellation windows follow the accepted vendor terms and may differ from the Effective Date without changing it. Before provisioning, DeltaBind must disclose the dates or the rule determining them, obtain Client’s acceptance, and resolve any conflicting terms with Client in writing.

Signing does not mean every product is immediately installed or operational. Any license or onboarding charges that begin before implementation is complete must be disclosed in the included quote or accepted Service Order. Implementation timing alone does not change the Effective Date or selected commitment period, or waive either party’s rights under this Agreement.

Service Orders must identify applicable commitment periods, billing frequency, renewal arrangements, cancellation deadlines, and any minimum quantities.

A later Service Order must state its own start date, commitment, and billing terms. It does not automatically restart this Agreement’s original commitment or backdate a newly ordered product to the Effective Date.

Deleting an account, removing software, stopping use, changing providers, or canceling a recurring invoice does not by itself cancel the underlying vendor subscription.

Client remains responsible for authorized subscription charges that cannot lawfully or contractually be canceled, reduced, or refunded. DeltaBind will pass through applicable credits and refunds and will not recover twice for the same charge.

DeltaBind will act on timely authorized cancellation and renewal instructions without unreasonable delay. Client is not responsible for additional commitments caused solely by DeltaBind’s failure to follow those instructions.

Price changes apply only through a mechanism disclosed in the accepted Service Order or a later accepted amendment. A vendor price increase does not independently authorize DeltaBind to override a fixed client price.

Month / Month continues as stated in the selected option and Section 12. An annual commitment renews only under renewal terms expressly disclosed and accepted in the included quote or another Service Order. Selecting an annual option alone does not authorize automatic annual renewal.

11. SALES TAX AND OTHER TRANSACTION TAXES

Prices exclude legally applicable sales, use, and similar transaction taxes unless expressly stated to include them.

Client agrees to pay or reimburse DeltaBind for transaction taxes lawfully applicable to Client’s purchases, including sales tax reimbursement where permitted by law.

DeltaBind will exercise reasonable diligence in determining, collecting, reporting, and remitting taxes within its legal responsibilities. Tax treatment may depend on product classification, delivery location, place of use, exemptions, and changes in law.

Client will provide accurate billing, delivery, and usage information and valid exemption or resale documentation when applicable. Client will promptly disclose relevant changes.

If a legally applicable transaction tax was omitted or undercollected, DeltaBind may issue a supported adjustment to the extent lawful. Client will receive credit for amounts already paid and applicable refunds or corrections.

Client remains responsible for use tax that applicable law requires Client to report directly and that has not already been properly collected.

Client may be responsible for lawful additional assessments attributable to inaccurate information or invalid exemption documentation it supplied. Client is not responsible for penalties or interest caused by DeltaBind’s failure to perform its own legal duties.

This section does not transfer DeltaBind’s statutory collection, filing, or remittance obligations. It does not require Client to pay DeltaBind’s income, payroll, franchise, property, or business and occupation taxes.

Excess tax collections will be handled as applicable law requires.

12. TERM, SUSPENSION, AND TERMINATION

The selected option and accepted Service Order govern the commitment and renewal conditions. Unless a Service Order states otherwise, ongoing month to month managed services may be terminated on thirty days’ written notice. That notice rule does not shorten an annual commitment. The termination rights stated in this Agreement and rights that applicable law preserves remain available.

Either party may terminate an affected Service Order for a material breach that remains uncured thirty days after written notice describing the breach.

DeltaBind may suspend affected services sooner when reasonably necessary to address an immediate security threat, unlawful activity, unsafe conditions, or loss of required authorization. Notice will be provided beforehand when practical and otherwise promptly afterward.

Suspension for undisputed nonpayment requires written notice and the applicable opportunity to cure. Suspension will be proportionate and limited where reasonably practical.

Termination does not eliminate valid accrued charges or authorized vendor commitments. Client will receive any required refund for unused prepaid services and any applicable vendor credits.

An early termination charge applies only if expressly disclosed, accepted, and legally enforceable.

DeltaBind will not use Client owned domains, credentials, data, or tenant control as improper leverage in a payment dispute.

13. DATA OWNERSHIP, PRIVACY, AND REGULATED INFORMATION

Client retains ownership of its data. Client grants DeltaBind the access and processing rights reasonably necessary to perform the purchased services, protect the services, comply with law, and follow authorized instructions.

Each party will comply with privacy and security laws applicable to its role.

Client will disclose regulated data and special requirements before work begins. Where required, the parties must execute an appropriate Business Associate Agreement or data processing addendum before the relevant processing occurs.

Failure to execute a required addendum does not eliminate obligations imposed directly by law.

DeltaBind may use qualified subcontractors subject to appropriate confidentiality, access, and data protection obligations. DeltaBind remains responsible for its expressly delegated service obligations.

Client data will not be sold or used for unrelated advertising or general purpose AI model training without separate lawful authorization.

Neither the purchase of services nor a vendor’s certification independently guarantees Client’s legal or regulatory compliance.

14. CONFIDENTIALITY

Each party will protect the other party’s confidential information with reasonable care and use it only for the relationship, lawful compliance, or enforcement of contractual rights.

Disclosure is limited to people who reasonably need access and are subject to appropriate confidentiality duties.

These restrictions do not cover information lawfully public, independently developed, already lawfully known, or properly received without restriction.

For legally compelled disclosure, the receiving party will provide notice when permitted and disclose only what is required.

Confidentiality continues after termination while the information remains confidential. Trade secrets and regulated information receive any additional protection required by law.

15. INTELLECTUAL PROPERTY AND DELIVERABLES

Each party retains ownership of its preexisting materials.

Unless a Service Order states otherwise, DeltaBind retains ownership of its reusable tools, scripts, processes, and templates. Client receives a continuing license to use those materials as incorporated into fully paid deliverables for its internal business purposes.

Client retains ownership of its content, records, domains, and other assets it already owns. Vendor software remains subject to vendor licenses.

Ownership and delivery of custom source code, websites, documentation, and other commissioned work must be stated in the Service Order.

16. WARRANTIES AND DISCLAIMERS

EXCEPT FOR EXPRESS COMMITMENTS IN THIS AGREEMENT OR A SERVICE ORDER, AND TO THE EXTENT PERMITTED BY LAW, DELTABIND DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

DELTABIND DOES NOT WARRANT UNINTERRUPTED OPERATION, COMPLETE SECURITY, DETECTION OF EVERY THREAT, RECOVERY OF ALL DATA, OR A PARTICULAR BUSINESS RESULT.

These disclaimers do not cancel express warranties, the professional care standard, applicable manufacturer warranties, or rights that cannot lawfully be waived.

17. LIMITATION OF LIABILITY AND ALLOCATION OF RISK

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY.

Subject to the exceptions below, each party’s aggregate monetary liability arising from this Agreement will not exceed the fees paid or payable by Client under the affected Service Orders for the twelve months immediately preceding the first event giving rise to the claim. For services provided for less than twelve months, the calculation uses that actual service period.

Claims arising from the same or related events are treated together. The limit is not multiplied by the number of claims, claimants, or legal theories.

Reasonable direct restoration, technical incident response, and legally required notification costs are not excluded solely because they arise from data loss or a security incident. They remain subject to the applicable liability cap unless law or a signed addendum requires otherwise.

THESE LIMITATIONS DO NOT APPLY TO FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, WILLFUL INJURY, OR LIABILITY THAT APPLICABLE LAW PROHIBITS LIMITING. THEY DO NOT LIMIT CLIENT’S OBLIGATION TO PAY VALID CHARGES.

Any expressly agreed higher or separate cap controls its stated subject matter.

Each party will reasonably mitigate its losses. Recovery will reflect proven causation and applicable allocation of fault. Duplicate recovery for the same loss is prohibited.

DeltaBind is a service provider, not an insurer of Client’s operations. This allocation does not excuse DeltaBind from its express duties.

18. THIRD PARTY CLAIMS AND INDEMNIFICATION

Client will defend and indemnify DeltaBind against third party claims to the extent caused by Client’s unlawful instructions, lack of necessary rights or consents, infringing Client supplied materials, or knowing misuse of services.

DeltaBind will defend and indemnify Client against third party claims to the extent caused by infringement of United States intellectual property rights by DeltaBind’s original deliverables, excluding Client supplied material, unauthorized modifications, or combinations not supplied or approved by DeltaBind.

Each party will defend and indemnify the other against third party claims for bodily injury or tangible property damage to the extent caused by its negligent or wrongful conduct.

These obligations do not require a party to cover the other party’s own breach or misconduct. The liability limits and exceptions in Section 17 apply.

The protected party must give prompt notice and reasonable cooperation. Late notice reduces protection only to the extent it materially prejudices the defense.

The responsible party may control the defense with qualified counsel. No settlement may admit fault, impose nonmonetary obligations, or leave liability outstanding against the protected party without its reasonable consent.

19. INSURANCE

Each party is responsible for obtaining insurance appropriate to its own operations and risks. Client should evaluate cyber, crime, business interruption, and property coverage.

Only coverage expressly promised in an accepted Service Order creates a contractual insurance requirement.

Neither party guarantees that insurance will cover a particular event. An insurance policy or certificate does not independently expand contractual liability.

20. EVENTS OUTSIDE REASONABLE CONTROL

A party is excused from delay to the extent caused by an event beyond its reasonable control despite reasonable preventive and mitigation measures.

The affected party will provide prompt notice and reasonable updates.

This provision does not excuse accrued payment obligations, required incident notices, confidentiality duties, or failure to maintain expressly promised safeguards.

A cyberattack or vendor failure is not automatically an excusing event.

If an interruption materially prevents performance for more than thirty consecutive days, either party may terminate the affected service, subject to applicable refunds, vendor commitments, and transition duties.

21. GOVERNING LAW AND BINDING ARBITRATION

California law governs this Agreement, except where applicable law requires otherwise. The Federal Arbitration Act governs the arbitration agreement to the extent applicable.

Before initiating arbitration, either party will provide written notice of the dispute and allow thirty days for good faith discussions between authorized representatives. Either party may file sooner to preserve a legal deadline or seek permitted urgent relief.

Except as stated below, disputes arising from this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules.

One arbitrator will hear the dispute. The arbitration location will be Riverside County, California, with remote participation available by agreement or as permitted by the arbitrator.

The arbitrator will issue a reasoned written award and may grant remedies available under applicable law, subject to enforceable contractual limitations. Judgment may be entered in a court with jurisdiction.

Filing fees and arbitration costs will be allocated under applicable law and the governing rules. Each party bears its own attorneys’ fees unless a statute or separately accepted provision authorizes an award.

Either party may bring an eligible individual claim in small claims court or seek temporary court relief needed to preserve data, protect confidential information, prevent unauthorized access, or avoid imminent irreparable harm.

Nothing prohibits reporting to regulators or obtaining relief that applicable law does not permit the parties to waive.

BY ACCEPTING THIS AGREEMENT, BOTH PARTIES AGREE THAT DISPUTES REQUIRED TO BE ARBITRATED WILL BE DECIDED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY.

This is a business agreement. Consumer transactions require appropriate consumer terms and procedures.

22. TRANSITION AND DATA RETURN

Upon termination, the parties will reasonably cooperate in transferring Client owned administrative access, domains, documentation, and data within the purchased scope and available vendor capabilities.

Additional migration, export, or transition labor is billable only as agreed. DeltaBind will not withhold Client owned access or data merely to force payment of disputed charges.

The parties will establish an export deadline and retention or deletion instructions consistent with applicable law, vendor capabilities, and any Business Associate Agreement.

Client is responsible for securing replacement services and confirming receipt of transferred materials. DeltaBind will revoke its access and remove management tools when appropriate to the transition.

Vendor cancellation, backup expiration, and data deletion are separate actions. Their consequences must be addressed before cancellation or deletion occurs.

23. NOTICES, AMENDMENTS, AND ELECTRONIC ACCEPTANCE

Legal and cancellation notices must be sent to the designated contacts identified in the Service Order. Each party must keep those details current. Incident reports also follow the designated emergency process.

This Agreement and its accepted incorporated documents form the parties’ entire agreement for the covered services.

Changes require authorized written or electronic acceptance, except vendor updates validly made under the incorporated vendor terms. Posting revised DeltaBind terms online does not automatically amend an existing agreement.

This Agreement requires both parties’ signatures and uses the Effective Date defined in Section 1. A later Service Order may be accepted by an authorized written or electronic approval as stated in that order. The retained acceptance record must identify the accepting person, represented entity, accepted documents, document revision, and acceptance date.

A provision that cannot lawfully be enforced will be limited or severed only as permitted by law. The remaining provisions continue where the essential agreement can still operate.

Payment obligations, confidentiality, data protection, intellectual property, indemnification, enforceable liability limits, dispute procedures, and necessary transition obligations survive termination.

Agreement acceptance

This reference page does not collect signatures or select a commitment. The signature page and included quote are provided in the signing package. Both parties must sign for the agreement to be complete.

For a copy of your agreement or questions about a Service Order, contact DeltaBind or call 860-GET-NERD.