Termination

The following circumstances or actions may cause this Agreement to be terminated if undertaken without the prior written consent of DCi:

  • Performance of service work by anyone other than DCi during the term of this Agreement, unless performed by an authorized agent (contact DCi for list of authorized agents)
  • Installing hardware or software, or other moves, adds or changes by Customer or unauthorized agent
  • Default by the Customer in the performance of the terms and conditions of this Agreement, including the failure to make any payment as agreed to herein

In no event shall Customer be entitled to any refund of already paid service charges if this Agreement is terminated.

If persons other than DCi representatives perform service or programming work on Customer’s equipment, and thereafter DCi is requested and agrees to restore the affected equipment to good operating condition, such repair, programming or other service will be provided at DCi’s then-current rates for time and materials.

Limitation of Liability

Daily usage and operation of installed equipment is the responsibility of the Customer.

It is agreed that DCi is not an insurer and will not be liable for, and Customer agrees to indemnify and hold DCi harmless in respect of, any claim regarding injury or damage to persons or property that may arise through the operation or maintenance of the equipment or lack or failure thereof.

In no event will DCi be liable for any indirect, incidental, or consequential damages, including but not limited to loss of business, loss of use, and loss of profits. In no event shall DCi’s liability hereunder exceed ten percent (10%) of the Proposal or Invoice, whichever is less.

Force Majeure

Any task or service which a party is not able to perform or is delayed in performing by reason of (i) a party’s failure or delay in performing its tasks, or (ii) acts of God, terrorism, government regulations and orders imposed after execution of this Agreement, communication line failures, power failure, the infrastructure of the Internet, third party actions that are illegal under either federal or state law, earthquakes or other disasters, or any cause beyond the reasonable control of a party, shall excuse the party to that extent.

Non-Discrimination Practices

DCi agrees not to discriminate in hiring and employment practices against any person regardless of race, creed, color, sex, national origin, age, physical or mental handicap, or on any other grounds prohibited by law or regulation, for any position for which an employee or applicant for employment is qualified.

Subcontracting

DCi may subcontract work to be performed under this Agreement but shall retain responsibility for the work. DCi will notify Customer of subcontracting, and Customer shall not unreasonably withhold its consent.

Assignment

Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. DCi must receive notice of request to assign in writing at least thirty (30) days prior to the proposed assignment date.

Indemnification

IN NO EVENT SHALL DCI BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS OR LOSS OF CUTOMERS, CLIENTS OR GOODWILL ARISING IN ANY MANNER FROM THE AGREEMENT AND/OR THE PERFORMANCE OR NONPERFORMANCE HEREUNDER. This indemnification shall survive the termination of the Agreement between the Parties.

Dispute Resolution

In the event of a dispute between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding with respect to the dispute subject to arbitration and shall be enforceable in any court of competent jurisdiction. Each party shall bear its own expenses and costs incurred in such arbitration but those related to the compensation of the mediator shall be borne equally. The parties, their representatives, other participants and the arbitrator shall hold the existence, content and result of arbitration in confidence. The parties further agree that the mediation and arbitration, if required, shall take place in the area of Baltimore, Maryland. Nothing in this paragraph shall derogate from the rights of the parties to seek preliminary injunctive relief to preserve the status quo.

Notification

Any notices, requests, consents and other communication under this Agreement shall be in writing and shall be deemed to have been delivered on the date (a) personally delivered, (b) mailed, postage prepaid, by certified mail with return receipt requested, or (c) telegraphed and confirmed.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Maryland. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States for the District of Maryland or the courts of the State of Maryland, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

Waivers

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Entire Agreement

This Agreement constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior or contemporaneous oral and written agreements, commitments, or understandings with respect to the matters provided for herein. This Agreement may not be amended, modified or supplemented except by a writing signed by an authorized representative of each Party. These Standard Terms and Conditions may be modified from time to time.

Updated on 10/2/2017.