Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (whether personally or on behalf of an entity) and PDC Software (“Company,” “we,” “us,” or “our”) concerning your access to and use of our IT management services, software solutions, and related services (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these terms, then you may not access the Services.

2. Description of Services

PDC Software provides comprehensive technology solutions which may include:

• Managed IT services with proactive monitoring and support
• PDC Software Suite - proprietary business management software
• Cloud infrastructure management and migration services
• Cybersecurity solutions including endpoint protection, firewall management, and email security
• Backup and disaster recovery solutions
• AI transformation and integration services
• M&A technology due diligence and transition support
• Strategic IT consulting and virtual CIO services
• Network infrastructure design and management
• Productivity suite management and support

Specific services provided to you will be detailed in your service agreement or order form. Service availability and features may vary based on your subscription level and geographic location.

3. Account Registration and Security

3.1 Account Creation

To access certain Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for safeguarding your account credentials and for any activities or actions under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

3.3 Account Termination

We reserve the right to suspend or terminate your account if you violate these Terms or engage in any conduct that we determine is harmful to our Services or other users.

4. Service Level Agreement (SLA)

4.1 Service Availability

We strive to maintain high availability for our Services. Specific uptime commitments, if any, will be detailed in your individual service agreement. Scheduled maintenance will be communicated in advance when possible and typically performed during off-peak hours.

4.2 Support Response Times

We provide tiered support with target response times during business hours (Monday-Friday, 8:00 AM - 5:00 PM ET, excluding holidays):

• Critical Issues: Best effort to respond within 2 business hours
• High Priority: Target 4 business hour response time
• Normal Priority: Target 1 business day response time
• Low Priority: Target 2 business day response time

Response times are targets only and not guaranteed. After-hours support may be available for critical issues depending on your service plan.

4.3 Service Credits

Service credit policies, if applicable, will be detailed in your specific service agreement. Credits are typically the sole remedy for any failure to meet service level commitments.

5. User Responsibilities and Acceptable Use

5.1 Compliance

You agree to use our Services in compliance with all applicable laws and regulations.

5.2 Prohibited Activities

You may not use our Services to:

• Violate any laws or regulations
• Infringe on intellectual property rights
• Transmit malware, viruses, or malicious code
• Engage in unauthorized access or hacking attempts
• Send spam or unsolicited communications
• Interfere with or disrupt our Services or servers
• Engage in any activity that could damage our reputation

5.3 Data Backup

While we provide backup services, you remain responsible for maintaining your own backups of critical data.

6. Payment Terms

6.1 Fees

You agree to pay all fees specified in your service agreement. Fees are based on Services purchased and not actual usage, unless otherwise specified.

6.2 Billing

We bill in advance on a monthly or annual basis, as specified in your service agreement. All payments are due within 30 days of invoice date.

6.3 Late Payments

Late payments may incur interest at 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend Services for accounts more than 60 days past due.

6.4 Taxes

You are responsible for all taxes associated with your use of our Services, excluding taxes based on our net income.

7. Intellectual Property Rights

7.1 Our Property

All intellectual property rights in our Services, including software, documentation, and content, remain our exclusive property or that of our licensors.

7.2 Your Data

You retain all rights to your data. You grant us a limited license to use your data solely to provide the Services to you.

7.3 Feedback

Any feedback, suggestions, or ideas you provide about our Services may be used by us without restriction or compensation to you.

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information received from the other party during the term of service. This obligation survives termination of these Terms.

9. Warranties and Disclaimers

9.1 Service Warranty

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards.

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PDC SOFTWARE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OUR SERVICES.

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Indemnification

You agree to indemnify, defend, and hold harmless PDC Software and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your violation of any applicable laws

12. Data Protection and Privacy

We handle your data in accordance with our Privacy Policy and applicable data protection laws. By using our Services, you consent to our data practices as described in our Privacy Policy.

13. Third-Party Services

Our Services may integrate with third-party services. We are not responsible for the practices or content of such third-party services. Your use of third-party services is governed by their respective terms and policies.

14. Term and Termination

14.1 Term

These Terms remain in effect until terminated by either party.

14.2 Termination for Convenience

Either party may terminate these Terms with 30 days written notice, subject to any minimum term commitments in your service agreement.

14.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of notice.

14.4 Effect of Termination

Upon termination, your access to our Services will cease. We will assist in the orderly transition of your data for up to 30 days post-termination.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to conflict of law principles.

15.2 Dispute Resolution

Any disputes arising from these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

15.3 Entire Agreement

These Terms, together with your service agreement and our Privacy Policy, constitute the entire agreement between you and PDC Software.

15.4 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through our Services.

15.5 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

15.6 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control.

16. Contact Information

For questions about these Terms of Service, please contact us at: