Terms and Conditions for American Technology Systems
Welcome to American Technology Systems (“ATS,” “we,” “us,” or “our”). These Terms and Conditions govern your use of our services and outline the agreement between you, the Client (“you” or “your”), and American Technology Systems. Please read these Terms carefully and keep a copy for your records.

Scope of Agreement

1. Services Offered:
   This Agreement applies to the professional technology services we provide. Specific services will be defined in individual quotes, proposals, or service orders (collectively, "Quotes"). Any services outside the scope of the Quote will be considered out-of-scope and may require additional agreements or charges.

2. Third-Party Services:
   Some services may involve third-party providers or vendors (“Third-Party Providers”). While we facilitate these services, we are not liable for defects, interruptions, or issues caused by third-party products or services. All third-party services are provided “as is.”

Implementation

1. Environment Access:
   You grant ATS and our third-party partners permission to access your systems as required to provide services. This may involve installing software agents or tools. It is your responsibility to ensure the required permissions, licenses, and safe working conditions are in place.

2. Advice and Recommendations:
   Our team may provide recommendations to optimize your technology environment. Failure to act on this advice may impact service quality or result in additional fees.

3. Modifications:
   Unauthorized modifications to your system or environment may void warranties or result in additional charges for remediation.

Fees and Payment

1. Payment Schedule:
   Fees for services will be outlined in your Quote and are typically payable in advance. Recurring fees will be billed monthly unless otherwise specified.

2. Late Payments:
   Payments not received within 15 days of the due date may incur late fees of up to 1.5% per month. If fees remain unpaid after 30 days, services may be suspended.

3. Price Adjustments:
   Fees are subject to adjustments based on changes in third-party costs or service levels. Clients will be notified of changes in advance whenever possible.

Liability Limitations

1. Limited Warranties:
   All services and products are provided “as is.” ATS makes no guarantees regarding the performance or results of third-party products or services.

2. Limitation of Liability:
   ATS’s total liability for any claim is limited to the fees paid for the specific service in question during the three months preceding the claim, up to a maximum of $10,000. ATS is not liable for indirect, incidental, or consequential damages, including lost profits.

Confidentiality

1. Confidential Information:
   Both parties agree to protect each other's confidential information. Confidential information will not include information that is public, independently developed, or obtained lawfully from third parties.

2. Security Obligations:
   You are responsible for maintaining the physical and digital security of your systems, including but not limited to firewall configurations, access controls, and regular audits.

Termination

1. Term:
   This Agreement remains in effect until terminated by either party. Service-specific terms will be outlined in the relevant Quote.

2. Termination for Cause:
   Either party may terminate this Agreement if the other party breaches a material term and fails to resolve the breach within 20 days of receiving written notice.

3. Early Termination:
   If you terminate services early without cause, you may be required to pay fees for the remaining term of the service as outlined in the Quote.

Arbitration and Disputes

1. Arbitration:
   Any disputes will be resolved through binding arbitration administered by the American Arbitration Association. Each party will bear its own costs unless otherwise awarded by the arbitrator.

2. Governing Law:
   This Agreement is governed by the laws of the state where ATS is headquartered. Any non-arbitrable claims will be resolved in the courts of that jurisdiction.

Miscellaneous

1. Force Majeure:
   ATS is not responsible for delays or failures due to events beyond our control, including natural disasters, cyberattacks, or acts of government.

2. Amendments:
   This Agreement may be updated periodically. Changes will be communicated to you via email or our website.

3. No Third-Party Beneficiaries:
   This Agreement is for the benefit of the parties involved and does not create rights for third parties.

4. Entire Agreement:
   This document, along with applicable Quotes, represents the entire agreement between you and ATS and supersedes any prior agreements.

For questions or further details, please contact us at General@ats-pa.com.

Last Updated: December 9, 2024