Terms of Service

By accessing or using the Services provided by H&D Technologies, LLC ("HD Tech"), including but not limited to our website at hdtech.com, managed IT services, cybersecurity solutions, help desk support, data backup and recovery services, and any related platforms, portals, or applications, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all applicable laws and regulations.

If you are entering into this Agreement on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms. In that case, "you" and "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.

We reserve the right to update, modify, or replace any part of these Terms at our sole discretion. Material changes will be communicated via email to the address on file or by posting a prominent notice on our website at least thirty (30) days prior to the effective date of the changes. Your continued use of the Services after such modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, your sole remedy is to discontinue use of the Services and terminate your account in accordance with the cancellation provisions herein.

HD Tech provides comprehensive information technology services to businesses of all sizes across the United States. Our Services include, but are not limited to, the following:

2.1 Managed IT Services

Proactive monitoring, management, and maintenance of your IT infrastructure, including servers, workstations, network equipment, cloud environments, and related systems. This includes patch management, system updates, performance optimization, hardware lifecycle management, vendor coordination, and ongoing infrastructure health reporting.

2.2 Cybersecurity Services

Implementation and management of security measures designed to protect your business from cyber threats, including but not limited to: endpoint detection and response (EDR), firewall management, intrusion detection and prevention systems (IDS/IPS), email security and phishing protection, security information and event management (SIEM), vulnerability scanning, penetration testing, security awareness training, multi-factor authentication (MFA) deployment, zero-trust architecture implementation, and incident response planning.

2.3 Help Desk & Technical Support

Remote and, where applicable, on-site technical support for your employees and end users. This includes troubleshooting hardware and software issues, user account management, application support, peripheral setup and configuration, VPN and remote access support, and escalation management for complex technical issues.

2.4 Data Backup & Disaster Recovery

Design, implementation, and management of backup and disaster recovery solutions to protect your critical business data. This includes automated backup scheduling, offsite and cloud-based backup storage, backup verification and integrity testing, disaster recovery planning, business continuity planning, recovery time objective (RTO) and recovery point objective (RPO) management, and periodic disaster recovery testing and documentation.

2.5 IT Consulting & Strategic Planning

Technology consulting services including IT assessments, digital transformation planning, technology roadmap development, cloud migration strategy, infrastructure design, compliance readiness assessments, and virtual CIO (vCIO) services. Consulting engagements may be scoped separately and subject to individual statements of work ("SOW").

The specific scope, deliverables, and service levels for each Client engagement shall be detailed in a separate Service Agreement, Statement of Work, or Order Form executed by both parties, which shall be incorporated by reference into these Terms.

HD Tech is committed to delivering reliable, responsive, and high-quality IT services. The following service level commitments apply to all managed service clients unless otherwise specified in an individual Service Agreement:

3.1 Support Hours

Standard support is available Monday through Friday, 7:00 AM to 6:00 PM Pacific Time, excluding federal holidays observed by HD Tech. Emergency and critical-priority support for system-down situations is available 24/7/365 for clients enrolled in a managed services plan that includes after-hours coverage.

3.2 Response Times

We classify support requests by severity and commit to the following initial response times during standard business hours:

• Critical (System Down / Security Breach): Initial response within fifteen (15) minutes. Continuous effort until resolution or a viable workaround is in place.
• High (Major Feature / Service Degraded): Initial response within one (1) hour. Status updates provided every two (2) hours until resolution.
• Medium (Minor Feature Impact): Initial response within four (4) business hours. Resolution target within one (1) business day.
• Low (General Inquiry / Enhancement Request): Initial response within one (1) business day. Resolution target within five (5) business days.

3.3 System Monitoring

For managed service clients, HD Tech provides 24/7/365 automated monitoring of covered systems, including server uptime, network performance, security events, backup status, and critical application availability. Automated alerts are triaged by our Network Operations Center (NOC) and escalated according to established severity protocols.

3.4 Uptime Commitment

HD Tech targets 99.9% uptime for managed infrastructure and hosted services under our direct control. This uptime commitment excludes scheduled maintenance windows (communicated at least 48 hours in advance), force majeure events, failures caused by Client-managed systems or third-party services, and any downtime resulting from Client-requested changes.

3.5 Reporting

Managed service clients receive monthly service reports detailing ticket volume, response times, resolution metrics, system health summaries, and security event overviews. Quarterly business reviews (QBRs) are available for clients on eligible service tiers.

To access certain features of the Services, you may be required to register for an account on our client portal or related platforms. When registering, you agree to the following:

• Provide accurate, current, and complete information during registration and keep this information updated at all times.
• Maintain the confidentiality and security of your account credentials, including usernames, passwords, API keys, and any multi-factor authentication tokens.
• Immediately notify HD Tech of any unauthorized access to or use of your account, or any other security breach, by contacting us at info@hdtech.com or calling (877) 540-1684.
• Accept full responsibility for all activities that occur under your account, whether or not authorized by you.

HD Tech reserves the right to suspend or terminate any account that we reasonably believe has been compromised, is being used in violation of these Terms, or poses a risk to the security or integrity of our systems or other clients' environments.

As a Client of HD Tech, you acknowledge and agree to the following responsibilities:

5.1 Accurate Information

You shall provide HD Tech with accurate and complete information regarding your IT environment, systems, users, and infrastructure as reasonably necessary for us to deliver the Services. This includes, but is not limited to, network diagrams, hardware and software inventories, user lists, administrative credentials, and relevant vendor contacts.

5.2 Security Practices

You agree to maintain reasonable security practices within your organization, including enforcing strong password policies among your employees, maintaining current software licenses, cooperating with security recommendations made by HD Tech, and promptly reporting any suspected security incidents. Failure to follow security recommendations provided by HD Tech may limit our ability to provide certain Services and may affect warranty and liability provisions herein.

5.3 Acceptable Use

You shall use the Services only for lawful purposes and in accordance with these Terms. You shall not use the Services to transmit, store, or process any content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable. You agree not to use HD Tech's infrastructure, tools, or access for any purpose that violates applicable local, state, national, or international law or regulation.

5.4 Cooperation

You agree to provide timely access to your systems, facilities, and personnel as reasonably required for HD Tech to perform the Services. Delays caused by your failure to provide such access or cooperation shall not constitute a breach by HD Tech and may result in adjusted timelines and additional charges.

You agree not to engage in any of the following activities in connection with the Services:

• Attempting to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks connected to HD Tech's infrastructure through hacking, password mining, or any other means.
• Using the Services to send unsolicited commercial communications (spam), malware, viruses, worms, Trojan horses, or any other harmful or malicious code.
• Interfering with or disrupting the integrity or performance of the Services or the data contained therein, including launching denial-of-service attacks or engaging in any activity that degrades service for other clients.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, or underlying structure of any proprietary software, tools, or systems provided by HD Tech.
• Reselling, sublicensing, or redistributing the Services or any component thereof to third parties without prior written consent from HD Tech.
• Using the Services in any manner that could damage, disable, overburden, or impair HD Tech's servers, networks, or infrastructure.
• Violating any applicable local, state, national, or international law or regulation in connection with your use of the Services, including but not limited to data protection, privacy, and export control laws.
• Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.

Violation of these prohibitions may result in immediate suspension or termination of your account and Services, without refund, and may subject you to civil and criminal liability.

7.1 HD Tech Intellectual Property

All intellectual property rights in and to the Services, including but not limited to software, tools, scripts, automation workflows, documentation, processes, methodologies, training materials, and any improvements or derivative works thereof (collectively, "HD Tech IP"), are and shall remain the exclusive property of H&D Technologies, LLC. Nothing in these Terms grants you any right, title, or interest in HD Tech IP except the limited right to use the Services as expressly provided herein.

7.2 Client Intellectual Property

You retain all ownership rights in your pre-existing intellectual property, data, content, trademarks, and proprietary materials ("Client IP"). By engaging HD Tech, you grant us a limited, non-exclusive, revocable license to access and use Client IP solely to the extent necessary to provide the Services during the term of this Agreement.

7.3 Work Product

Unless otherwise agreed in writing in a separate SOW, any custom configurations, scripts, or documentation created specifically for the Client during the course of an engagement shall be owned by the Client upon full payment for such work. However, HD Tech retains all rights to any underlying tools, frameworks, methodologies, and general knowledge developed independent of the Client engagement or that constitute HD Tech IP.

7.4 Feedback

If you provide HD Tech with any suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), you hereby grant HD Tech a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without restriction or obligation of any kind.

8.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: trade secrets, business plans, financial information, customer lists, technical data, software code, system architectures, network configurations, security protocols, passwords, credentials, proprietary methodologies, pricing, and any information marked or otherwise identified as "Confidential," "Proprietary," or with a similar designation.

8.2 Obligations

The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to the Receiving Party's employees, contractors, and agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; (c) use the Confidential Information only for the purposes of performing obligations or exercising rights under this Agreement; and (d) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

8.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

8.4 Compelled Disclosure

If the Receiving Party is compelled by law, regulation, or legal proceeding to disclose Confidential Information, it shall provide the Disclosing Party with prompt prior written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that is legally required and shall use commercially reasonable efforts to obtain confidential treatment of such disclosure.

8.5 Duration

The confidentiality obligations under this Section shall survive the termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they retain their status as trade secrets under applicable law.

9.1 Fees & Billing

HD Tech's managed services are offered on a flat-rate, per-user or per-device monthly basis as specified in your Service Agreement or Order Form. All fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, which shall be the Client's responsibility unless otherwise stated.

9.2 Billing Cycle

Unless otherwise agreed, invoices are issued on the first business day of each calendar month for services to be rendered during that month (billed in advance). Project-based and consulting work may be billed upon completion of milestones or upon delivery, as specified in the applicable SOW.

9.3 Payment Due Date

All invoices are due and payable within fifteen (15) days of the invoice date ("Net 15"), unless a different payment term is specified in your Service Agreement. Payment may be made via ACH, wire transfer, credit card, or check, as agreed upon during onboarding.

9.4 Late Payments

Invoices not paid within the due date are subject to a late fee of one and one-half percent (1.5%) per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. If payment is more than thirty (30) days past due, HD Tech reserves the right to suspend the Services upon ten (10) days' prior written notice. Suspension of Services due to non-payment does not relieve the Client of payment obligations for the period during which Services were provided.

9.5 Disputed Invoices

If you dispute any portion of an invoice in good faith, you must notify HD Tech in writing within ten (10) days of receipt of the invoice, specifying the nature and basis of the dispute. The undisputed portion of the invoice must be paid by the original due date. Both parties agree to work in good faith to resolve any billing disputes promptly.

9.6 Price Adjustments

HD Tech may adjust service fees upon thirty (30) days' prior written notice to the Client. If you do not agree with a fee adjustment, you may cancel your Services in accordance with the cancellation provisions in Section 10 without penalty.

10.1 Month-to-Month Engagement

Unless otherwise specified in a separate written agreement, all HD Tech managed services are provided on a month-to-month basis. There are no long-term contracts required. We earn your business every month.

10.2 Client Cancellation

You may cancel your Services at any time by providing HD Tech with at least thirty (30) days' prior written notice. Upon cancellation, you are responsible for all fees incurred through the end of the current billing period. HD Tech will cooperate with a reasonable transition of services to your new provider or in-house team, which may be subject to additional hourly charges at our standard consulting rate.

10.3 Service Modifications

HD Tech reserves the right to modify, update, or discontinue any aspect of the Services with at least thirty (30) days' prior notice to the Client. In the event that a modification materially diminishes the scope of Services you are receiving, you may cancel your Services without penalty by providing written notice within fifteen (15) days of receiving notice of the modification.

10.4 Data Return Upon Cancellation

Upon termination or cancellation, HD Tech will make commercially reasonable efforts to assist you in retrieving your data from systems under our management. You shall have thirty (30) days following the effective date of termination to request a copy of your data. After this period, HD Tech may delete your data from our systems in accordance with our data retention policies, unless a longer retention period is required by law or agreed upon in writing.

11.1 Client Data Ownership

You retain all right, title, and interest in and to your data, including any files, documents, databases, emails, and other information stored on or processed through systems managed by HD Tech ("Client Data"). HD Tech does not claim any ownership rights in Client Data.

11.2 License to Process

You grant HD Tech a limited, non-exclusive license to access, use, copy, transmit, and process Client Data solely as necessary to provide the Services, comply with applicable law, enforce these Terms, or as otherwise instructed by you in writing.

11.3 Data Security

HD Tech shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry standards and applicable regulatory requirements. In the event of a data breach or security incident involving Client Data, HD Tech shall notify the Client without undue delay and in no event later than seventy-two (72) hours after becoming aware of the incident, and shall cooperate fully with the Client in investigating and remediating the incident.

11.4 Data Location

Client Data processed by HD Tech may be stored in data centers located within the United States. If specific data residency requirements apply to your data, please notify HD Tech in writing, and we will work with you to accommodate such requirements where commercially feasible.

11.5 Aggregated & Anonymized Data

HD Tech may use aggregated and anonymized data derived from the Services (which cannot be used to identify you or any individual) for purposes of improving our Services, conducting research, generating benchmarking reports, and developing new products and features.

12.1 HD Tech Warranties

HD Tech warrants that: (a) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (b) HD Tech personnel providing the Services will have the requisite skills, experience, and qualifications; and (c) the Services will conform in all material respects to the specifications set forth in the applicable Service Agreement or SOW.

12.2 Client Warranties

You warrant that: (a) you have the legal authority to enter into this Agreement; (b) you have obtained all necessary rights, permissions, and consents to provide Client Data to HD Tech for processing; and (c) your use of the Services will comply with all applicable laws and regulations.

12.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." HD TECH DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HD TECH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL VULNERABILITIES WILL BE DETECTED OR REMEDIATED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HD TECH SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CYBERSECURITY SERVICES REDUCE BUT CANNOT ELIMINATE RISK; HD TECH DOES NOT GUARANTEE THAT YOUR SYSTEMS WILL NOT BE BREACHED.

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF HD TECH FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO HD TECH DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exceptions

The limitations set forth in Sections 13.1 and 13.2 shall not apply to: (a) either party's indemnification obligations under Section 14; (b) either party's breach of confidentiality obligations under Section 8; (c) Client's payment obligations under Section 9; or (d) damages arising from a party's gross negligence, willful misconduct, or fraud.

14.1 Client Indemnification

You agree to indemnify, defend, and hold harmless H&D Technologies, LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law, regulation, or third-party right; (c) any Client Data or content you provide that infringes or violates any intellectual property, privacy, or other right of any third party; or (d) any negligent or wrongful act or omission by you or your employees, agents, or contractors.

14.2 HD Tech Indemnification

HD Tech agrees to indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against any third-party claims alleging that the Services, as provided by HD Tech and used in accordance with this Agreement, infringe any United States patent, copyright, trademark, or trade secret of a third party, provided that the Client gives HD Tech prompt written notice of such claim, reasonable cooperation in the defense of such claim, and sole control of the defense and settlement thereof.

14.3 Sole Remedy

If the Services become, or in HD Tech's reasonable opinion are likely to become, the subject of an infringement claim, HD Tech may, at its option and expense: (a) procure the right for the Client to continue using the Services; (b) modify the Services to make them non-infringing; or (c) replace the Services with a functionally equivalent, non-infringing alternative. If none of the foregoing options are commercially feasible, HD Tech may terminate the affected Services and refund any prepaid fees for the unused portion of the service period.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) to the extent that such failure or delay results from causes beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, fire, flood, earthquake, hurricane, epidemic, pandemic, war, terrorism, civil unrest, government actions or orders, embargoes, sanctions, labor disputes, strikes, shortages of materials or supplies, power outages, internet or telecommunications failures, cyberattacks or distributed denial-of-service (DDoS) attacks on infrastructure beyond the affected party's control, and failures of third-party service providers or cloud platforms (each, a "Force Majeure Event").

The affected party shall provide prompt written notice to the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Services upon written notice without liability.

16.1 Governing Law

This Agreement and any disputes arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

16.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, both parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good-faith negotiations between senior representatives of each party. The complaining party shall provide written notice describing the dispute in reasonable detail, and both parties shall have thirty (30) days from receipt of such notice to resolve the matter informally.

16.3 Binding Arbitration

If a dispute cannot be resolved through informal negotiations within the thirty (30) day period, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Orange County, California. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

16.4 Equitable Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief or other equitable remedies in any court of competent jurisdiction in Orange County, California, to protect its intellectual property rights or Confidential Information, without first engaging in arbitration.

16.5 Class Action Waiver

To the fullest extent permitted by law, you agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, both parties waive the right to a jury trial.

HD Tech understands the importance of regulatory compliance for businesses across various industries. We offer Services designed to support your compliance requirements, subject to the following:

17.1 HIPAA

For Clients that are covered entities or business associates under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), HD Tech will enter into a separate Business Associate Agreement ("BAA") as required by law. The BAA shall govern HD Tech's obligations with respect to Protected Health Information ("PHI") and shall be incorporated by reference into this Agreement. Services involving PHI will not commence until a BAA has been executed by both parties.

17.2 CMMC & NIST

HD Tech provides Services designed to help Clients meet the requirements of the Cybersecurity Maturity Model Certification (CMMC) framework and the National Institute of Standards and Technology (NIST) cybersecurity frameworks, including NIST SP 800-171 and NIST Cybersecurity Framework (CSF). While HD Tech supports your compliance journey, the Client remains ultimately responsible for achieving and maintaining certification and compliance with applicable CMMC and NIST requirements.

17.3 PCI DSS

For Clients that handle payment card data, HD Tech offers Services designed to support compliance with the Payment Card Industry Data Security Standard (PCI DSS). HD Tech can assist with network segmentation, vulnerability management, access control, and other PCI-related controls. Clients are responsible for engaging a Qualified Security Assessor (QSA) for formal PCI DSS validation where required.

17.4 General Compliance Disclaimer

While HD Tech provides tools, configurations, and services designed to assist with regulatory compliance, HD Tech does not guarantee compliance with any specific regulatory framework. Compliance is a shared responsibility, and the Client is ultimately responsible for understanding and meeting its own regulatory obligations. HD Tech recommends that Clients consult with qualified legal counsel regarding their specific compliance requirements.

The Services may integrate with, rely on, or require the use of third-party software, platforms, hardware, and services ("Third-Party Services"), including but not limited to: cloud infrastructure providers (e.g., Microsoft Azure, Amazon Web Services, Google Cloud Platform), software-as-a-service applications (e.g., Microsoft 365, Google Workspace), cybersecurity platforms, backup solutions, and telecommunications providers.

HD Tech is not responsible for the availability, performance, security, or data practices of any Third-Party Services. Your use of Third-Party Services is subject to the terms, conditions, and privacy policies of the respective third-party providers. HD Tech shall not be liable for any loss or damage caused by your reliance on, or any failure, interruption, or security breach of, any Third-Party Services.

Where HD Tech procures Third-Party Services on your behalf (e.g., software licenses, cloud subscriptions), such procurement is made as your agent for convenience. You agree to comply with all applicable third-party terms and licenses. HD Tech may pass through third-party costs to you at our cost or with an agreed-upon markup as specified in your Service Agreement.

19.1 Termination for Convenience

Either party may terminate this Agreement at any time, for any reason or no reason, by providing thirty (30) days' prior written notice to the other party.

19.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets; or (c) engages in conduct that, in the terminating party's reasonable judgment, poses a security risk, legal liability, or reputational harm.

19.3 Effects of Termination

Upon termination of this Agreement: (a) all rights and licenses granted hereunder shall immediately cease; (b) each party shall return or destroy all Confidential Information of the other party in its possession, except as required for record-keeping purposes or by applicable law; (c) HD Tech shall cooperate with a reasonable transition of services as described in Section 10.2; (d) all outstanding payment obligations shall become immediately due and payable; and (e) the following provisions shall survive termination: Sections 7 (Intellectual Property), 8 (Confidentiality), 9 (Payment Terms, to the extent of accrued obligations), 12.3 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 16 (Dispute Resolution), and this Section 19.3.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties. If such modification is not possible, the provision shall be severed from this Agreement. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

This Agreement, together with any Service Agreements, Statements of Work, Order Forms, Business Associate Agreements, and other documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor shall any single waiver constitute a continuing waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

In the event of a conflict between these Terms and any Service Agreement, SOW, or Order Form, the terms of the Service Agreement, SOW, or Order Form shall prevail to the extent of the conflict, but only with respect to the specific engagement to which such document relates.

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us: