Terms & Conditions For
RCS Professional Services

1. Payment Schedule

   • All invoices issued by RSC are due and payable within thirty (30) days of their issuance to Client. Any delinquency in payment shall accrue interest at the rate of Prime, as reported by the Wall Street Journal, plus 3%, adjusting as Prime shall adjust. Services may be suspended if payment is not received on or before their due date. If RSC must retain legal services or commence litigation to collect any amounts owed by Client, Client shall be responsible for RSC’s reasonable and ordinary legal fees and costs.

2. Malware and Hacking

   • RSC may recommend that Client purchase products and services which are intended to protect the integrity of its computer system. This may include protections against malware, spam and viruses as well as programs limiting access to the system by both internal and external persons. Client will decline any such products at its own risk.

     Client is advised that it is not possible to prevent against every foreseeable intrusion and the services and products that may be recommended by RSC are intended to provide reasonable protection. Accordingly, there is no absolute guaranty that spam, viruses and intrusions will not occur and no warranty is being made in that regard. Client may want to consider taking out insurance to protect it from damages in this regard.

     Client acknowledges that there is a risk in downloading or otherwise accessing any data, files or other materials obtained from third parties and assumes all risk associated therewith. Accordingly, the Client must exercise diligence in that regard.

3. Insurance

   • Client acknowledges that RSC’s services do not include any protection against any harm done to its IT system from casualty. Client is requested to confirm with its insurance company that its casualty insurance covers its IT system.

4. Limitation of Liability

   • RSC will use best practices and provide services commiserate with the standards customary in the IT industry. Should it be that procedures have not been performed to this degree, liability is limited to the amount defined hereinafter. Except in the event of (i) any violation of applicable law by RSC or its employees, contractors, third-party contractors, consultants or agents; (ii) death, bodily injury, or damage to tangible or intangible property caused by RSC or its employees, third-party, contractors, consultants or agents; (iii) the gross negligence or willful misconduct of RSC or its employees, contractors, third-party contractors, consultants or agents; or (iv) any other liability to the extent the same cannot be excluded or limited by law, RSC will not be liable to clients for any incidental, punitive or consequential damages (including, without limitation, lost revenues, loss of use, loss of productivity, business costs, loss of data, or additional expenses incurred as a result of a network failure), arising in connection with the services provided by RSC, whether such liability is based upon breach of contract, tort (including negligence), product liability or otherwise, and whether or not such party has been advised of the possibility of such damages. In no event shall RSC’s liability for any damages exceed the amounts paid by the Client to RSC during the three (3) month period preceding the causation of damages.

5. Employees

   • RSC relies on, and is making available to Client, the expertise and talents of its employees and consultants. Client covenants, agrees and undertakes (for itself and on behalf of its affiliates) with RSC that the Client will not, without the prior written consent of RSC, directly or indirectly solicit, attempt to solicit, entice away, engage or employ, or hire or attempt to hire any person who provided services to Client on behalf of RSC or an RSC employee who directly came into contact with Client. This prohibition shall apply (i) during such time as Client receives services from RSC, and (ii) for twelve (12) months following the termination of such services and the payment in full to RSC for all monies owing to RSC by Client.

6. Confidentiality

   • RSC and Client each agree that other than in good faith in connection with and furtherance of the services provided by RSC to Client, each shall not at any time disclose or use for the benefit of others any information relative to the activities of the other or their respective affiliates which is of a secret or confidential nature, including without limitation, financial information, contracts, contract proposals and negotiations, plan developments, customers and suppliers, administrative procedures and dealings with any contractual person or party or other third party (collectively, “Confidential Information”). Each party shall also take such steps as are standard and customary in the industry to prevent disclosure of Confidential Information by its employees and agents.

7. Force Majeure

   • Client acknowledges that certain of the services provided by the RSC are reliant upon the services and equipment of third party providers over which it exercises no control. Accordingly, Client agrees that RSC shall not be responsible for disruptions in service when same is caused by such third party providers.

     In the event of that the services may not be performed because of an event of Force Majeure, RSC shall have the right to suspend the performance of the services or to cancel any agreement with Client without penalty. Client may cancel the services if the Company shall suspend it for more than thirty (30) days. Force Majeure shall include strike, lockout, and other labor relation issues; inability to obtain necessary supplies, material, and equipment to effectuate the Purchases; traffic and transportation disruptions; riots and civil disturbances; acts of terrorism, natural disasters, fires; thefts; government suspensions and prohibitions; pandemics and all other matters beyond the control of the Company.

8. Sales Taxes

   • In certain jurisdictions, the services provided hereunder may be subject to sales taxes. RSC shall bill Client for sales taxes when required and Client agrees to pay same.

9. Assignment

   • Any agreement between RSC and Client may be assigned by either party to its successor in interest.

10. Counterparts/Electronic Signature

    • Any agreement between RSC and Client may be signed in multiple counterparts and/or by an electronic signature.

11. Choice of Law / Forum.

    • All agreements between RSC and Client shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute between RSC and Client shall be adjudicated exclusively in the federal and state courts of New York having jurisdiction over the County of New York.