DHD Care Terms and Conditions

DHD Care Terms and Conditions are clearly outlined in the Master Services Agreement and can be provided by request at any time.  General Terms and Conditions include the following:

Confidential Information and Indemnification

“End  User  Confidential  Information” means  any  and  all  confidential  and  proprietary information, whether oral or recorded in any form or medium, concerning the End User, its affiliates, subsidiaries, subscribers, members, applicants or other contractors performing work for the End User, including, but not limited to, the terms and conditions of this Agreement

Nondisclosure.  During and after the term of this Agreement, neither party will disclose

Confidential Information of the other party to third parties nor use Confidential Information for any purpose whatsoever except as authorized in this Agreement.  DHD is authorized to use End User Confidential Information only to perform Services under this Agreement. End User may disclose any project deliverable, regardless of whether it is DHD Confidential Information, to its employees, agents, and contractors under an obligation to maintain confidentiality.  DHD may only disclose End User Confidential Information to its employees, agents, and contractors who (a) have a reasonable and legitimate need to know, and (b) are under an obligation to maintain confidentiality.   The use of the End User Confidential Information must be limited solely to performing Services under this Agreement for which the Confidential Information relates until those Services are fulfilled Services are terminated.

Cooperation.  DHD warrants that it has entered into a recent nondisclosure agreement of sufficient scope to cover all End User Confidential Information and Know-How with each of its DHD personnel who will have or may have access to End User’s Confidential Information that adequately protects End User’s Confidential Information.  DHD will fully assist End User in all matters relating to the protection from unauthorized use or disclosure of Confidential Information, including, without limitation, reminding DHD personnel of their nondisclosure obligations during employment and at exit interviews, notifying End User immediately upon the discovery of any actual or alleged breach of any of DHD’s personnel’s obligations, and providing all reasonable assistance to End User in any proceeding brought by End User to prevent disclosure or further disclosure of Confidential Information.

Proprietary Materials; Information Provided by Others

End User hereby grants to DHD, and DHD hereby accepts, access to and use of End User’s and/or its third-party licensor’s proprietary materials (the “Licensed Materials”) solely for purposes of providing Support. End User warrants and represents that it has, or will use commercially reasonable efforts to obtain, the right and authority to grant such access to and use of all Licensed Materials to DHD hereunder. DHD shall not make any copies, distribute, reproduce, modify, transmit, reverse engineer, disassemble, decompile, prepare derivative works, of the Licensed Materials, except as necessary to provide Support and as approved by End User.

DHD agrees not to remove, obscure or obliterate any copyright notice, trademark or other proprietary rights notices placed on or contained in any Licensed Materials.

DHD will be entitled to rely on the accuracy and completeness of information prepared and/or provided by End User. DHD shall not be liable to End User or any third party for any injury  or  loss  arising  from  errors, omissions, or  inaccuracies in  documents or  other information that is provided by End User.

LIMITATION OF LIABILITY IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (A) ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE HARDWARE IN EXCESS OF THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT, OR (B) ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.

Miscellaneous

Applicable Law.  This  Agreement and  any  claims  arising under  or  related  to,  will  be governed by the laws of the State of California without regard to the conflict of law provisions thereof.   The state and federal courts within Santa Barbara County, California except that either party  may seek  equitable relief  in  any  court of  competent jurisdiction to  protect its Confidential Information from misappropriation or disclosure by the other party.

Entire Agreement. The terms and conditions contained in this Agreement and its Appendices constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement and no agreement or understanding varying or extending the same shall be binding upon either party unless in a written document signed by both parties.

Force Majeure. Neither party shall be liable to the other for any delay or failure to perform under this Agreement arising out of a cause beyond its control including, but not limited to, fires, floods, earthquakes, or acts of God. Notwithstanding the foregoing, the party whose performance is delayed or prevented shall  make  commercially reasonable efforts  to perform as soon as practicable following the cessation of the Force Majeure event.  In the event that the force majeure event continues for a period of 30 days, then End User may terminate this Agreement immediately upon notice to DHD without penalty.