Data Center Terms | Strategic Micro Systems

These Terms and Conditions ("Terms") govern all Data Center and Co-Location Hosting provided by Strategic Micro Systems, LLC ("Strategic," "We," "Us," or "Our") under any signed or executed agreement.

For standard MSA Terms for IT Support for other services, which may be provided in conjunction with these services, please see the following link for the Terms and Conditions that govern those services: www.stmicro.net/msa-terms.

1. Formation of Contract

By executing your Colocation or Data Center hosting agreement with Strategic, and/or by using the service, and/or paying any related invoice, you ("Client," "You," or "Your") agree to be bound by these Terms and any incorporated with your agreement, Proposal, or other order. In the event of a conflict between your signed Co-Location or Data Center agreement and these Terms, these Terms shall prevail. By physically or electronically signing any proposal, the Client represents and warrants that the individual executing the document is at least eighteen (18) years of age and has full legal authority to bind the Client and its organization to this Agreement and these Terms. The Client acknowledges that Strategic is entitled to rely on such representation of authority. The validity and enforceability of this Agreement shall not be affected by any subsequent change in the Client's personnel, including the resignation, termination, or replacement of the individual who executed the Agreement. The obligations of the Client, as an organization, shall remain binding and in full force throughout the Term of this Agreement and any renewals thereof.

2. Scope of Services

Strategic provides Data Center or Co-Location hosting services. The details of these services are included in your executed Co-Location/Data Center Agreement.

Strategic may update, enhance, or modify its own services at any time and will provide reasonable notice to Clients. Strategic will not materially reduce core functionality or security of its proprietary services during the term without Client consent.
Client further acknowledges that their ability to use the service is solely dependent on adequate Internet access, network configuration, and power availability. Strategic is not responsible for deficiencies arising from client-side infrastructure or third-party systems that affect their access to the Datacenter or Co-Location Services.

3. Term of Service

Each agreement begins on either (a) the Effective Date of the Signed Agreement or Proposal, (b) the "Go-Live Date" specified in the Signed Agreement or Proposal, or (c) another mutually agreed-upon date via written or e-mail communication.

Unless otherwise stated, the agreement term continues for the period specified and automatically renews for successive terms of equal length unless either party provides written notice of non-renewal at least sixty (60) or ninety (90) days before expiration.
New or additional services added mid-term will be coterminous with the existing term.
Billing for certain services may commence when those services become active or when Strategic activates or provisions requested or associated services, regardless of the Client's internal deployment timeline.

4. Monthly Minimum Commitment Level (MMCL)

The Monthly Minimum Commitment Level (MMCL) represents the minimum monthly charge for services provided. The MMCL ensures consistent service availability and resource allocation by Strategic, regardless of variations in device count or service usage.

The Client will be billed monthly based on the MMCL, plus any additional devices or services not included in the "Included Services" section of the MSA.
The MMCL constitutes the minimum monthly fee and will remain in effect even if the Client's active device or service count falls below the number specified in the MSA.
Any new devices, users, or services added after the Effective Date of this Agreement will be billed in addition to the MMCL at the rates specified in the applicable pricing schedule or proposal.

5. Billing and Payment

Recurring charges are billed in advance; usage-based and one-time charges are billed in arrears.

Payment is due within 30 days of invoice.
Late payments accrue 1.5% per month or the maximum allowed by law.
Accounts 60 days past due may be suspended; 90 days past due may be terminated.
A $95 per extension restoration fee may apply for TelAssure reinstatements.
Suspension or termination for non-payment does not release Client from outstanding obligations.

6. Non-Payment and Data Deletion Policy

If Client fails to pay any undisputed invoice and the account remains unpaid for ninety (90) days, Strategic may terminate all services without further notice. Upon termination for non-payment:

All client data stored on Strategic owned systems, cloud services, or backup infrastructure may be permanently deleted.
Accounts with Microsoft shall be disabled and data deletion shall be subject to the termination policies of Microsoft.
Client remains financially responsible for all unpaid balances and an Early Termination Fee equal to the MMCL multiplied by the number of months remaining in the current term.
Strategic shall bear no responsibility or liability for loss of data, applications, configurations, or backups following such termination.

Strategic reserves the right to pursue collection and enforcement of this amount through court proceedings, and Client agrees to pay all reasonable attorney's fees and costs incurred in such collection efforts. This clause survives termination of the Agreement.

7. Credit Card Authorization

By providing a valid payment method, Client authorizes Strategic to charge all recurring and variable fees, including taxes and overages. This includes automatically debiting Client's bank account via ACH, E-check, or their Credit Card provided for payment of invoices related to their Agreement. Payments will be debited on or about the due date indicated on the invoice. Client authorizes Strategic to initiate recurring debit charges for MSA-related invoices, with the amount varying based on any additions or deletions to services, applicable taxes, or the specific billing date. This includes any cancellation, transfer, or early termination fees (ETF) as applicable. This authorization will remain in effect until canceled by Client in writing, with notice given at least 15 days prior to the next billing date. For E-check/ACH payments, funds may be withdrawn immediately on or around the due date. If an attempt to debit or charge the provided account is declined, Strategic may attempt to process the payment again within 5 days and charge an additional $50 for each NSF (Non-Sufficient Funds) transaction. This charge will be processed separately from the original payment. The inability to debit the provided account or charge card does not relieve Client from payment obligations under this Agreement, including any interest that may accrue. Strategic is not responsible for card issuer declines.

8. Taxes

All rates and fees exclude applicable sales tax, use tax, regulatory surcharges, and access fees, which will be billed as required by law.

9. Billing Disputes

Client must notify Strategic within 30 days of any disputed charge, specifying the reason and disputed amount. Undisputed portions must still be paid by the due date. Verified overpayments will be credited or refunded at contract end.

10. Early Termination

Client acknowledges that the MMCL is a discounted amount provided in exchange for a term commitment, and the monthly fee does not necessarily reflect the actual cost of the services provided. Specifically, Strategic has made significant investments on behalf of the Client, including commitments to employees and third-party services, some of which may require multi-year obligations, and the monthly fee does not necessarily reflect the actual dollar cost of the support services provided in any given month. It is therefore understood that if the Client terminates this Agreement prior to the expiration of the then-current term for any reason, Client shall pay an Early Termination Fee (ETF) equal to the MMCL multiplied by the number of months remaining in the current term. The ETF is a reasonable estimate of the damage Strategic would incur due to early termination and is not a penalty. ETF is due immediately upon termination and must be paid within 30 days. Failure to pay within this period constitutes a material breach, and Strategic may pursue all legal remedies, including costs and attorney's fees. This ETF provision survives termination of the Agreement.

11. Discounts and Promotions

Your Agreement may include a discount applied to the Monthly Minimum Commitment Level (MMCL). Such discounts may be categorized as promotional, bundle, or courtesy discounts. Bundle discounts may be provided when multiple Strategic services are utilized together, including but not limited to IT Support, Backup Licensing, Cybersecurity Licensing, and/or Microsoft Licensing. For Microsoft-related discounts, eligibility is based on the Client maintaining active Microsoft 365 and/or Microsoft Azure subscriptions through Strategic. These discounts shall remain in effect only while all Microsoft licensing is maintained exclusively through Strategic. If the Client terminates or transfers its Microsoft 365 and/or Microsoft Azure licensing — whether by engaging another Microsoft Partner or purchasing directly from Microsoft — the related discount(s) will be removed, and all services will automatically revert to standard, non-discounted pricing for the remainder of the Agreement term.

12. Additional Services

Client may add licenses, devices, or features at any time. Added services are billed at prevailing rates and automatically covered under these Terms.

13. Support Hours and Requests

Normal Business Hours (NBH): Monday-Friday, 8:30 AM - 5:30 PM EST
Extended E-Support: 6:00 AM - 11:00 PM EST, 7 days/week

Requests must be submitted via support@stmicro.net or 973-335-8800 (Support or Emergency options). Text messages to employees are not valid support requests. Strategic makes commercially reasonable efforts to respond rapidly but does not guarantee resolution times.

14. Hardware Procurement and Setup

Hardware or software purchased through Strategic will be quoted separately. Setup fees apply to new systems for imaging, deployment, and testing. Client-supplied hardware must meet Strategic's standards or may incur setup or remediation charges.

16. Loaner Equipment

Loaners may be provided for up to 30 days at no charge; thereafter, daily rental fees of $35 per device apply. Loaners remain property of Strategic and must be returned upon request or contract termination. In the event a loaner is not returned within 60 days of request for return, a charge of $100 per computer, $1,500 per laptop, or $2,000 per firewall or router shall apply and client shall be obligated to purchase the loaner equipment.

17. Client Responsibilities

Client retains operational control of its network but must follow Strategic's security and configuration recommendations if we provide support under the MSA. Unauthorized changes to any systems we support that cause system instability may result in billable remediation at a rate of $245 p/hr.

18. Confidentiality and Non-Solicitation

Strategic treats all Client data as confidential. Client agrees not to solicit or hire any Strategic employee during the term and for 60 months thereafter. Breach incurs a $50,000 Employee Replacement Fee per employee.

19. Data Protection

Strategic employs reasonable administrative, technical, and physical safeguards. Client must protect all credentials and monitor for unauthorized access. Strategic is not responsible for losses resulting from Client negligence, third-party breaches, or fraudulent use.

20. Hardware as a Service (HaaS) - TelAssure

All TelAssure hardware remains property of Strategic. Client must return hardware within 30 days of cancellation or pay replacement value. Strategic will replace defective hardware at no charge during the active term.

21. Service Cancellations

Either party may terminate for material breach if uncured within 30 days after written notice. If Client terminates for cause due to Strategic's uncured breach, no ETF applies. No refunds or credits are otherwise issued.

22. E911 Limitations (VoIP/TelAssure)

TelAssure VoIP service differs from traditional 911. Users must verbally provide their address during 911 calls. Emergency responders may not see caller ID or physical location. Strategic and its providers are not liable for routing errors, outages, or inability to connect to emergency services. Client must inform all users of these limitations and indemnify Strategic except in cases of gross negligence or willful misconduct.

23. Exclusions

Unless explicitly included, Strategic is not responsible for:

Hardware warranties (manufacturer-only coverage)
Cabling or wiring
Internet or ISP issues
Cameras, security, or mobile devices
Microsoft Dynamics, Business Central, or SQL applications
Cyberattacks, ransomware, or force-majeure events beyond Strategic's control

24. Automatic Renewal Disclosure and Acknowledgment (NJ-Compliant)

ALL MASTER SERVICE AGREEMENTS (MSAs) PROVIDED BY STRATEGIC INCLUDE AN AUTOMATIC RENEWAL CLAUSE. This provision ensures uninterrupted delivery of critical IT and telephony services, which cannot be abruptly terminated without significant operational risk or potential harm to the Client's business continuity.

The Initial Term of the Agreement will automatically renew for successive one-year periods (each a "Renewal Term") at the then-current Monthly Minimum Commitment Level (MMCL), unless either party provides written notice of its intent not to renew at least ninety (90) days prior to the expiration of the current term.

By signing the MSA or electronically accepting any proposal referencing these Terms, the Client acknowledges and agrees to this automatic renewal provision.

For agreements governed by New Jersey law, Strategic Micro Systems will provide a written or electronic renewal reminder between sixty (60) and thirty (30) days before the renewal date. This notice will specify the upcoming renewal date, any changes to the MMCL (if applicable), and instructions for non-renewal.

Continued use of Strategic's services or failure to provide timely written notice of non-renewal shall constitute acceptance of the renewal and all applicable terms for the next Renewal Term.

25. Additional Terms and Conditions

ALL SERVICES ARE PROVIDED "AS IS." STRATEGIC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL STRATEGIC'S TOTAL LIABILITY — WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE — EXCEED THE AMOUNT OF ONE (1) MONTH OF THE CLIENT'S CURRENT MMCL. STRATEGIC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, DATA, OR GOODWILL.

Strategic makes no guarantees or representations, either expressed or implied, regarding the Resolution Time of any issue (general or critical) under the scope of services provided. All services are provided "as-is" and "as available" without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

Strategic will investigate all properly submitted support inquiries received during Normal Business Hours (NBH) and will make commercially reasonable efforts to resolve them. If a critical support request is submitted outside NBH, on weekends, or on a holiday, Strategic may not respond until the next business day. If the primary point of contact is unreachable outside NBH, and such contact is necessary to resolve the issue, Strategic shall not be liable for any delays.

Strategic disclaims any liability for third-party services, including but not limited to those provided by Microsoft®, Datto®, Axcient®, SentinelOne®, Duo®, Huntress, ISPs including but not limited to Optimum, Verizon, Comcast, COX, or other Internet Providers, as well as any services provided by CoLogix. Client acknowledges that Strategic has no control over and assumes no responsibility for third-party service disruptions, failures, defects, delays, or security incidents. Strategic shall not be liable for any resulting damages arising from such third-party issues.

Client expressly agrees that Strategic shall not be liable for any direct, indirect, incidental, consequential, punitive, or special damages, including but not limited to:

Loss of revenue, profits, or business opportunities
Loss, impairment, or miscalculation of data
Loss of use of equipment, downtime costs, or delays
Reputational harm, loss of goodwill, or increased operational costs
Claims from client's customers, vendors, or other third parties
Cost of substitute goods, facilities, or services

In no event shall Strategic's total liability exceed the lesser of one-fourth (1/4) of the MMCL or a maximum of $10,000, regardless of the form of action, whether in contract, tort, negligence, or any other legal theory. Client waives the right to seek any damages beyond this cap. Strategic shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, pandemics, labor disputes, cyberattacks, government actions, natural disasters, or third-party failures. No refunds, credits, or damages shall be provided for disruptions caused by force majeure events.

26. Force Majeure

Strategic is not liable for any delay or failure due to circumstances beyond its reasonable control, including natural disasters, cyberattacks, labor disputes, power or Internet failures, pandemics, or government actions.

27. Dispute Resolution and Arbitration

All disputes shall be resolved exclusively by binding arbitration in Morris County, New Jersey, under the rules of the American Arbitration Association (AAA). The arbitrator must be a New Jersey-licensed attorney. Client waives the right to a jury trial and to participate in any class or collective action. The prevailing party is entitled to recover reasonable attorneys' fees and costs. If any provision is deemed unenforceable, the remainder remains in effect.

28. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of New Jersey, with exclusive venue in Morris County, NJ. Both parties consent to this jurisdiction.

29. Assignment

Either party may assign this Agreement in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit successors and assigns.

30. Entire Agreement

These Terms, together with any signed MSA, proposal, or statement of work, constitute the entire agreement between the parties and supersede all prior discussions or representations. No modification is valid unless in writing and signed by both parties.