HIGHER EDU & RESEARCH
HIGHER EDU & RESEARCH

Terms & Service

Clear terms and service level agreements tailored for your peace of mind.

These terms explain the standard conditions that apply to services provided by CloudCover and offered through Dallas Digital Services as an authorized reseller. They are designed to help customers understand what is included in the services, how support is delivered, and each party’s core responsibilities.

What Customers Should Know: Dallas Digital Services is your primary point of contact for services provided by CloudCover. Your quote or statement of work will describe the services included in your coverage, and these terms explain the general rules that apply, including customer responsibilities, payment terms, service exclusions, and SLA response expectations.

About the Service

CloudCover provides technology support services to help customers maintain, support, and protect their IT environments. Depending on the selected service package, quote, or statement of work, services may include technical support, monitoring, maintenance, equipment coverage, and software-related solutions.

Who to Contact

For questions about service options, quotes, onboarding, billing, or account support, customers should contact Dallas Digital Services at support@ddserv.com or 888-824-1122. Customers can also log in to the support portal at https://contract.ddserv.com/home to view their SLAs, covered assets, and support tickets. Dallas Digital Services serves as the primary customer contact for services provided by CloudCover.

1. Term. This Agreement starts on the service commencement date or the date of digital signature, whichever comes first, and continues until it is ended in accordance with these terms. Coverage begins on the commencement date listed in the Agreement and continues for the stated term.

2. Scope of Agreement. CloudCover will provide the covered services described in the applicable Quote, Agreement, and/or Statement of Work (SOW). These services may include maintenance, technical support, monitoring, equipment, and software. If the equipment identified during setup differs from the equipment originally listed for coverage, the covered equipment and related pricing may be adjusted effective as of the coverage start date.

3. Customer Responsibilities. Customer agrees to: (1) provide a suitable operating environment, including power and network connections; (2) provide remote access, when required under the Agreement or Statement of Work, and/or workspace for covered equipment; (3) maintain procedures outside the covered software and equipment so lost or altered files, data, or programs can be restored; (4) provide CloudCover with a list of any covered equipment that has known or suspected pre-existing issues; (5) provide passwords needed to access covered equipment; and (6) authorize CloudCover and its employees, affiliates, or agents to act on Customer’s behalf in non-financial and non-contractually binding matters with third-party providers or vendors as needed to deliver the services. Customer must also notify CloudCover of any hazardous materials on the premises before coverage begins and remove or correct any hazardous condition that affects CloudCover’s ability to perform the services. Any applicable SLA commitments will be paused until Customer confirms in writing that the hazardous condition has been removed or corrected. Customer is also responsible for securing covered equipment against unauthorized access and maintaining backups of its data and files.

4. Warranty. CloudCover services will comply with applicable laws and be performed in accordance with accepted industry standards. Any purchased products will be free from defects in materials, workmanship, and design, subject to the manufacturer’s warranty applicable to each product. In the event of a defective purchased product, Customer’s exclusive remedy is for CloudCover, at its discretion, to repair the product or provide a replacement using new or refurbished equipment.

5. Warranty and Maintenance Service Exclusions. Warranty coverage for purchased products or services does not apply to problems caused by items or conditions outside CloudCover’s control. This includes use of non-approved equipment, software, or facilities; equipment or software not covered by CloudCover; failure to follow CloudCover installation, operation, or maintenance instructions; actions by anyone other than CloudCover personnel; power surges or electrical storms; misuse or mishandling of equipment; and force majeure events described in Article 10. Unless otherwise stated, coverage does not include batteries, tapes, or other consumable items. CloudCover does not guarantee uninterrupted or error-free operation and is not required to cover equipment that has been modified by Customer, used outside manufacturer specifications, or affected by pre-existing conditions. Any maintenance issues identified during setup will be treated as pre-existing until setup is complete. Customer-requested additions, relocations, or programming changes are outside standard maintenance coverage and may be billed at CloudCover’s current service rates. Customer must notify Dallas Digital Services before relocating covered equipment to another address, and additional charges may apply if the move creates extra costs. If covered equipment supports telephony or Internet Protocol (IP) services, Customer acknowledges that performance, reliability, or security limitations may still occur even when the equipment is operating within manufacturer specifications.

6. Indemnity. Each Party will, at its own expense, defend the other Party and its affiliates, including their employees, directors, and officers, against or settle third-party claims arising from bodily injury, death, or damage to real or tangible personal property, but only to the extent the claim is caused by the negligent or intentional act or omission of the Party from whom indemnity is sought, its agents, or its employees. The indemnifying Party will also indemnify and hold harmless the indemnified Party from any finally awarded damages, costs, and expenses, including investigation costs, court costs, and reasonable outside attorneys’ fees, related to the claim.

7. Exclusive Remedies and Limitations of Liability. CloudCover’s total liability under this Agreement is limited. If CloudCover fails to perform a material term of this Agreement, including its coverage obligations, Customer’s sole remedy is to cancel the Agreement without cancellation charges if CloudCover does not fix the issue within thirty (30) days after receiving written notice. If CloudCover’s gross negligence causes damage to real or tangible personal property, Customer may recover proven damages up to the current year’s total contract value. Except for the specific exceptions stated in this Agreement, neither Party will be liable for indirect, incidental, special, or consequential damages, including lost profits, lost savings, lost revenue, lost or corrupted data, or telecommunications charges related to covered equipment. These limits do not restrict an indemnifying Party’s obligations under Section 6 or either Party’s liability for fraud or willful misconduct.

8. Cancellation. Customers may cancel all or part of non-coverage orders before products are shipped or services are delivered by giving Dallas Digital Services written notice and paying any applicable cancellation charges. Cancellation charges are equal to fifteen percent (15%) of the value of the affected products or unfulfilled services. Customer remains responsible for the full price of products already shipped, services already performed, and any applicable cancellation charges. Software, license, and software development orders may not be canceled.

9. Consumer Price Index Adjustments. If the Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Department of Labor, Bureau of Labor Statistics, increases by more than five percent (5%) in the previous calendar year, CloudCover may increase the contracted rate for coverage by the same percentage. To exercise this option, CloudCover must provide Customer with ninety (90) days’ written notice of the pending rate increase. Upon receipt of such notice, Customer will have thirty (30) days to cancel the affected coverage by providing CloudCover with sixty (60) days’ written notice. In that circumstance, Customer may cancel the affected coverage without the cancellation fees described in Article 8.

10. Force Majeure. Neither Party will be responsible for failure to perform its obligations under this Agreement to the extent the failure is caused by events beyond its reasonable control. These events may include acts of God, fire, flood, storm, earthquake, riot, strike, lockout, war, government action, or similar causes that could not reasonably have been prevented. The affected Party will provide prompt notice of the event and a reasonable estimate of when performance may resume.

11. Terms of Payment. Payments for coverage listed on the Quote or Agreement, including applicable sales or use taxes, are due before the first day of the applicable coverage period (the “Due Date”). Coverage is invoiced in advance for the full term, and payment is due within thirty (30) days of the invoice date unless otherwise stated. Requests to change coverage will take effect after the billing cycle needed to satisfy any required notice period. Software subscription charges are billed in full-month increments. Past-due balances are considered delinquent and may be subject to a late fee of twenty-five dollars (25) per month or one percent (1%) per month, whichever is greater. Special billing or invoicing requests may incur a handling fee. Accepted payment methods are EFT and check.

12. Customer Default and Material Terms. Customer’s material obligations include payment by the Due Date described in Article 11 and performance of the non-monetary obligations described in Article 3. If Customer fails to meet a material term of this Agreement, CloudCover will provide written notice of the breach and Customer will have thirty (30) days to cure it. If the breach is not cured within that time, Customer will be in default and CloudCover or Dallas Digital Services may immediately cancel the Agreement and exercise available rights. These rights may include charging cancellation fees, suspending coverage or performance, repossessing equipment provided by CloudCover, suspending or terminating licenses, revoking Customer credit, and offsetting monies due to Customer.

13. Dispute Resolution. If either Party begins litigation or arbitration, the prevailing Party may recover third-party collection fees, reasonable attorneys’ fees, and related litigation or arbitration expenses, including reasonable expert witness fees. Each Party waives the right to a trial by jury.

14. Choice of Law and Venue. This Agreement is governed by the laws of the State of New York, without regard to conflict of law principles. The Parties agree that any dispute relating to this Agreement will be resolved exclusively in the state or federal courts located in New York County, New York.

15. Customer Offset Restriction. Customer agrees that it shall not offset any funds owed to CloudCover under this Agreement for any reason, including without limitation refunds or performance-related claims.

16. Billing and Notices. All billing communications and notices required or permitted under this Agreement must be in writing and delivered in person, by mail, or by email to the addresses identified by the Parties. Either Party may update its contact information by providing written notice to the other Party.

17. Non-Solicitation of CloudCover Employees. CloudCover personnel are valuable resources, and CloudCover would be harmed if Customer were to hire such personnel to provide maintenance, installation, advisory, or related services for Customer. Accordingly, during the term of this Agreement and for two (2) years thereafter, Customer shall not knowingly solicit for hire, or hire, any CloudCover employee of whom Customer became aware through services provided under this Agreement, whether as an employee, agent, or independent contractor. If Customer violates this provision, Customer shall be liable to CloudCover for Fifty Thousand U.S. Dollars (50,000.00) as a non-exclusive remedy, which the Parties agree is a reasonable estimate of CloudCover’s resulting loss and the difficulty of precisely measuring such damages.

18. Assignment; Successors and Assignees. Upon written notice, this Agreement will be binding on and benefit the Parties and their respective successors and permitted assigns.

19. Severability. If any term or condition of this Agreement is held to be illegal, invalid, or unenforceable, that provision shall be deemed severed from the remainder of the Agreement, and the remaining provisions shall continue in full force and effect.

20. Subsequent Alterations. No change, modification, alteration, or rescission of this Agreement shall be valid unless it is made in writing and signed by the Parties. No course of dealing, course of performance, or usage of trade shall be construed to modify the terms of this Agreement.

21. Integrated Agreement. This Agreement, together with the associated Quote delivered with it, represents the complete and final agreement of the Parties regarding its subject matter and replaces all prior or contemporaneous quotations, proposals, negotiations, representations, promises, acknowledgments, invoices, and other written or oral understandings. If any term in a purchase order conflicts with this Agreement or an applicable exhibit or proposal, this Agreement and its exhibits or proposals will control.

22. Survival Clause. Articles 4, 5, 7, 13, 14, 15, 16, 18, 19, and 22 shall survive cancellation of this Agreement for seven (7) years. Article 17 shall survive for two (2) years.

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Service Level Agreements (SLAs)

CloudCover offers service levels designed to support different business needs. These service levels focus on how quickly support requests are acknowledged and how quickly response or resolution efforts begin for hardware maintenance and technical support.

1. Standard SLA Tiers

· 24 x 7 x 4 (Premium Support)

o Availability: Support requests can be submitted 24 hours a day, 7 days a week, year-round.

o Acknowledgment: Support requests are generally acknowledged within 30 minutes, and any needed follow-up information is requested at that time.

o Response: After triage, remote or on-site response begins within 4 hours, depending on the covered service.

· 8 x 5 x Next Business Day (Standard Support)

o Availability: Support is available during normal business hours, typically 8:00 AM to 5:00 PM local time.

o Acknowledgment: Support requests are acknowledged within 1 hour.

o Response: On-site response is scheduled by 5:00 PM on the next business day. If a request is submitted after 5:00 PM, the next business day is counted from the following business day.

2. Priority-Based Response and Resolution

For managed IT and helpdesk services, CloudCover uses a priority system based on Impact (how many users are affected) and Urgency (how critical the issue is to business operations). While actual service terms may vary by contract, the general framework below shows how requests are typically prioritized.

3. Key Service Features

· AI-Enhanced Diagnosis: CloudCover uses artificial intelligence and machine learning tools through its CoverIT platform to help identify issues and predict potential failures.

· Clock Start: SLA timing generally begins when a support ticket is submitted, although response and resolution timing may be paused while CloudCover is waiting for customer information, access, or approval.

· Enterprise SLAs: Larger organizations or specialized environments may have custom SLAs with extended support hours, faster response targets for certain equipment, or parts-only delivery options.

Dallas Digital Services–CloudCover Services Terms and Conditions