These Terms and Conditions ("Agreement") govern your use of the products and services provided by TechNet New England LLC ("TNE"), a Massachusetts-based company located in Chicopee, MA. By engaging with TNE for any services, you agree to the terms set forth in this Agreement. For the purposes of this Agreement, TechNet New England LLC will be referred to as "TNE." Please review these terms carefully before proceeding with any service or product from us.

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1. General Terms

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1.1. TNE will provide services in accordance with this Agreement and any statements of work (SOW) or service-level agreements (SLA) agreed upon.
1.2. You agree to provide TNE with necessary access to systems and information to fulfill the service requirements.
1.3. TNE may modify these terms at any time. Any changes will be communicated to clients through our website or direct communication.

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2. Services Provided

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2.1. TNE offers managed IT services, cybersecurity solutions, network management, cloud services, and technical support.
2.2. Any scope of work, including timelines, deliverables, and fees, will be agreed upon in a written contract or proposal between you and TNE.
2.3. TNE reserves the right to subcontract work to third parties to fulfill the services described.

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3. Fees and Payment Terms

3.1. You agree to pay all fees associated with services rendered by TNE as outlined in our contracts, SOWs, or invoices.
3.2. Payment for any Statement of Work (SOW) is required upon acceptance and signature of the SOW, unless otherwise agreed upon in writing. Services outlined in the SOW will not commence until payment has been received.
3.3. Invoices will be sent monthly, or as otherwise agreed upon, and payments are due within thirty (30) days from the date of the invoice.
3.4. Late payments may incur a late fee of 1.5% per month or the maximum rate allowed by law.
3.5. TNE reserves the right to suspend services in the event of non-payment or late payment.

4. Client Responsibilities

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4.1. You are responsible for providing accurate, up-to-date information necessary for TNE to perform the contracted services.
4.2. You agree to comply with all applicable laws and regulations related to the services provided.

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5. Intellectual Property

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5.1. All intellectual property rights related to the services provided, including but not limited to software, code, data, designs, and other materials, are owned by TNE unless otherwise agreed in writing.
5.2. You are granted a limited, non-transferable, non-exclusive license to use any software or materials provided by TNE solely for the purposes agreed upon.

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6. Confidentiality

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6.1. Both parties agree to maintain the confidentiality of all information exchanged in the course of this Agreement.
6.2. Confidential information shall not include information that is public, already in possession of the receiving party, or independently developed without the use of the disclosing party’s confidential information.

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7. Warranties and Disclaimers

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7.1. TNE will use commercially reasonable efforts to provide services in accordance with the agreed-upon terms.
7.2. Except as expressly stated in this Agreement, TNE makes no other warranties, either express or implied, regarding the services.

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8. Limitation of Liability

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8.1. To the fullest extent permitted by law, TNE will not be liable for any indirect, incidental, special, or consequential damages arising from your use of our services.
8.2. TNE's total liability under this Agreement will not exceed the total fees paid by you to TNE in the six (6) months preceding the incident that gave rise to the liability.

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9. Indemnification

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9.1. You agree to indemnify and hold harmless TNE, its affiliates, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from your use of TNE's services or breach of this Agreement.

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10. Termination

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10.1. Either party may terminate this Agreement with thirty (30) days' written notice.
10.2. TNE reserves the right to terminate or suspend services immediately in the event of non-payment, illegal activity, or any material breach of this Agreement.

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11. Governing Law

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11.1. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles.

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12. Amendments

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12.1. TNE reserves the right to modify or amend these Terms at any time. Any changes will be communicated to you through our website or direct communication. Your continued use of TNE's services after any modifications will constitute acceptance of the revised terms.

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13. Shipping, Returns, and Refunds

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13.1. For any physical goods sold by TNE, you are responsible for all shipping costs unless otherwise stated in the purchase order or invoice.
13.2. Refunds or returns must be requested within [x] days of receipt and are subject to TNE’s return policies. Custom products or services may not be eligible for refunds.

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14. Force Majeure

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14.1. TNE shall not be held liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes, or disruptions of internet services.

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15. Dispute Resolution

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15.1. Any disputes arising under this Agreement shall first be attempted to be resolved through good faith negotiations.
15.2. If negotiations fail, disputes will be submitted to binding arbitration in the Commonwealth of Massachusetts.
15.3. Each party will bear its own costs for arbitration, except as otherwise determined by the arbitrator.

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16. Data Protection and Privacy

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16.1. TNE adheres to applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA) where applicable.
16.2. You agree that TNE may collect and use your data in accordance with our Privacy Policy, which is available on our website.

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17. Third-Party Software or Services

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17.1. In providing services, TNE may rely on third-party software or vendors. The use of such third-party services may be subject to additional terms and conditions.
17.2. TNE is not liable for any disruptions, failures, or damages caused by third-party services.

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18. Severability

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18.1. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.

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19. Changes to Terms

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19.1. TNE reserves the right to modify or amend these Terms and Conditions at any time.
19.2. Any changes will become effective immediately upon posting the updated terms on TNE’s website or upon direct notification to you via email or other communication methods.
19.3. Your continued use of TNE's services after any changes to these Terms constitutes your acceptance of the revised terms.
19.4. It is your responsibility to regularly review the Terms and Conditions to ensure awareness of any modifications.

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Effective Date: Friday, October 4, 2024