Terms of Service — NBC Commercial LLC

01

Scope of Terms

These Terms of Service apply to all interactions between NBC Commercial LLC and any individual or entity that accesses our website, submits an inquiry through our contact forms, or enters into a professional services agreement with us. By using our website or engaging our services, you affirm that you are of legal age in your jurisdiction, possess the authority to bind your organization to these terms if acting on its behalf, and will provide accurate and complete information in all communications with NBC Commercial LLC. These terms apply to the exclusion of any other terms that you may seek to impose or incorporate, unless expressly accepted in writing by an authorized representative of NBC Commercial LLC.

For the purposes of these terms, NBC Commercial LLC is referred to as we, us, or our, and the individual or entity engaging our services is referred to as you, your, or client. The term services encompasses all deliverables, consultations, designs, recommendations, configurations, documentation, and ongoing support we provide.

02

Service Definitions

NBC Commercial LLC provides professional services within the domain of computer systems design and integrated systems engineering. The following definitions shall apply throughout these terms and any related agreements:

Network Architecture: Design, deployment, and optimization of LAN, WAN, SD-WAN, and hybrid cloud network topologies, including switching, routing, VLAN segmentation, QoS configuration, VPN deployment, and load balancing.
Cybersecurity Services: Multi-layered protection frameworks encompassing endpoint detection and response, SIEM integration, penetration testing, vulnerability assessment, identity and access management, and regulatory compliance alignment.
Cloud Infrastructure: Workload migration strategy, multi-cloud architecture design, containerized deployment using Docker and Kubernetes, infrastructure-as-code implementation, and disaster recovery planning.
Hardware Integration: Server and workstation specification, procurement, assembly, SAN and NAS configuration, data center rack-and-stack deployment, and full lifecycle management.
Managed IT Services: Proactive remote monitoring, tiered helpdesk support, patch management, asset inventory tracking, and monthly strategic review reporting.
Custom Software Integration: API development, legacy system modernization, workflow automation, database design and migration, and custom dashboard creation.

Each service engagement is governed by a separate Statement of Work or Service Level Agreement that specifies the exact scope, deliverables, timelines, milestones, acceptance criteria, and any assumptions or dependencies applicable to that specific project.

03

Client Obligations

Successful delivery of our services requires active and timely cooperation from you throughout the engagement. You agree to the following obligations, which are material to our ability to perform under any service agreement:

Provide timely access to your facilities, systems, network infrastructure, and personnel as reasonably required for assessment, implementation, and testing activities.
Designate a qualified point of contact with decision-making authority who will coordinate with our project team and facilitate internal communication on all project matters.
Ensure that all information, specifications, requirements, and documentation you provide to us are accurate, complete, and current as of the date provided.
Maintain appropriate backups of all data, configurations, and systems before any modification, migration, or integration work performed by NBC Commercial LLC.
Comply with all applicable laws, regulations, and industry standards in connection with your use of our services, including but not limited to data protection laws relevant to your jurisdiction.
Obtain and maintain all necessary third-party consents, licenses, and permissions required for us to access and work with any third-party software, hardware, or services within your environment.
Review and respond to project deliverables, status reports, and approval requests within the timeframes specified in the applicable Statement of Work to avoid project delays.
Promptly notify NBC Commercial LLC of any changes to your requirements, environment, or circumstances that may affect the scope, timeline, or cost of the engagement.

Delays or additional costs resulting from your failure to meet these obligations may result in adjustments to project timelines, milestones, and fees, for which NBC Commercial LLC shall not be held responsible. We will communicate any such adjustments promptly upon becoming aware of the impact.

04

Fees and Payment

All fees for services rendered by NBC Commercial LLC are specified in the applicable Statement of Work, proposal document, or service agreement executed between the parties. The following payment terms apply unless otherwise modified by written agreement:

Fees are quoted in United States Dollars and are exclusive of applicable taxes, duties, and levies unless stated otherwise.
Payment is due within thirty calendar days of the invoice date unless a different schedule is specified in the Statement of Work.
Late payments accrue interest at the lower of one and one-half percent per month or the maximum rate permitted by applicable law.
Project-based engagements may require an initial deposit or milestone-based payment schedule as detailed in the project proposal.
Recurring managed services are billed monthly in advance with payment due upon receipt of invoice.
Any third-party costs including hardware procurement, software licensing, and cloud service fees are billed as pass-through expenses with supporting documentation.
Travel and incidental expenses incurred in connection with on-site service delivery are billed at cost with prior client approval required for expenses exceeding five hundred dollars.

NBC Commercial LLC reserves the right to suspend or withhold services if any invoice remains unpaid for more than forty-five calendar days beyond the due date. Service suspension does not relieve you of the obligation to pay all amounts due. Reinstatement of suspended services may require payment of all outstanding balances plus a reinstatement fee.

05

Intellectual Property

Intellectual property rights for all deliverables, work product, and materials created during the course of an engagement are allocated as follows:

Upon full payment of all fees due for a specific deliverable or project, NBC Commercial LLC grants you a perpetual, non-exclusive, non-transferable license to use the deliverables for your internal business purposes as contemplated by the Statement of Work.
NBC Commercial LLC retains all right, title, and interest in and to any pre-existing materials, methodologies, tools, frameworks, libraries, templates, know-how, and intellectual property developed prior to or independently of the engagement.
Any improvements, modifications, or enhancements to NBC Commercial LLC pre-existing intellectual property that arise during the engagement remain the exclusive property of NBC Commercial LLC.
You retain all right, title, and interest in your pre-existing data, systems, configurations, and intellectual property that you provide to us for the purposes of service delivery.
Custom deliverables developed specifically for you under a paid engagement may be assigned to you upon full payment if expressly provided for in the Statement of Work and subject to NBC Commercial LLC underlying tools and methodologies.
NBC Commercial LLC may use aggregated, anonymized data derived from service delivery for internal analytics, service improvement, and industry benchmarking provided that no client-identifiable information is disclosed.

Nothing in these terms shall be construed as transferring ownership of any intellectual property except as explicitly stated in a written assignment signed by both parties. Any use of deliverables beyond the scope of the granted license requires prior written consent from NBC Commercial LLC.

06

Confidentiality

Both parties acknowledge that during the course of the business relationship, each may receive or have access to confidential information of the other party. Confidential information means any non-public information, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to use the other party confidential information solely for the purpose of performing obligations or exercising rights under these terms and any applicable service agreement.
Each party shall protect the other party confidential information using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.
Confidential information shall not be disclosed to any third party without the disclosing party prior written consent, except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these terms.
The confidentiality obligations shall survive termination of the business relationship for a period of five years, or indefinitely with respect to trade secrets as defined by applicable law.
Confidential information does not include information that is or becomes publicly available through no breach of these terms, was independently developed without reference to the confidential information, or was rightfully received from a third party without restriction.

If a party is compelled by law, regulation, court order, or government authority to disclose confidential information, that party shall, to the extent legally permitted, provide prompt notice to the other party before disclosure and cooperate in any effort to obtain protective treatment for the information.

07

Warranty Disclaimer

NBC Commercial LLC provides services on an as-is and as-available basis. To the fullest extent permitted by applicable law, we make no warranties, express or implied, regarding our services, deliverables, or website, including but not limited to:

Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Warranties that our services will be uninterrupted, error-free, or completely secure against all threats.
Warranties regarding the accuracy, completeness, or reliability of any information, analysis, or recommendation provided during service delivery.
Warranties that any particular business outcome, performance metric, or financial result will be achieved through the use of our services.
Warranties covering third-party products, software, hardware, or services that we may recommend, procure, or integrate as part of an engagement.
Warranties regarding compatibility of our deliverables with any future updates, upgrades, or modifications to your existing systems.

NBC Commercial LLC warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Your sole and exclusive remedy for breach of this performance warranty shall be, at our option, reperformance of the non-conforming services or a refund of fees paid for such services.

08

Limitation of Liability

To the fullest extent permitted by applicable law, and except as expressly provided otherwise in these terms:

NBC Commercial LLC shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, business opportunity, goodwill, data, or use, arising out of or related to these terms or the provision of services, regardless of the theory of liability, whether in contract, tort including negligence, strict liability, or otherwise, even if advised of the possibility of such damages.
NBC Commercial LLC total aggregate liability for all claims arising out of or related to these terms or any services provided, whether in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by you to NBC Commercial LLC during the twelve-month period immediately preceding the event giving rise to the claim.
The limitations of liability set forth in this section shall not apply to liability arising from gross negligence, willful misconduct, fraud, or any liability that cannot be limited or excluded under applicable law.
You acknowledge that the fees charged by NBC Commercial LLC reflect the allocation of risk set forth in these terms and that these limitations are an essential basis of the bargain between the parties.

Any claim arising out of or related to these terms or the services must be brought within one year of the date on which the party asserting the claim knew or reasonably should have known of the facts giving rise to the claim. Failure to bring a claim within this period shall result in the claim being permanently barred.

09

Termination

Either party may terminate a service agreement or these terms under the following conditions:

For convenience: Either party may terminate a service agreement upon thirty calendar days written notice to the other party, subject to payment for all services rendered and expenses incurred through the effective date of termination.
For cause: Either party may terminate immediately upon written notice if the other party commits a material breach of these terms or any service agreement and fails to cure such breach within fifteen calendar days after receiving written notice describing the breach in reasonable detail.
For insolvency: Either party may terminate immediately if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, or has a receiver appointed for substantially all of its assets.
For non-payment: NBC Commercial LLC may terminate immediately if any invoice remains unpaid for more than sixty calendar days beyond the due date after providing at least ten calendar days prior written notice.

Upon termination, you shall pay all outstanding fees for services rendered and expenses incurred through the effective date of termination. Each party shall return or destroy, at the other party election, all confidential information received from the other party, except that each party may retain one copy for archival and legal compliance purposes. Provisions of these terms that by their nature should survive termination, including but not limited to intellectual property, confidentiality, warranty disclaimer, limitation of liability, governing law, and dispute resolution, shall survive any termination or expiration.

10

Governing Law

These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without regard to its conflict of law principles or rules that would require the application of the laws of any other jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms or any service agreement entered into between the parties.
Any legal action or proceeding arising under these terms shall be brought exclusively in the federal or state courts located in Salt Lake County, Utah.
Each party irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on improper venue or forum non conveniens.
If any provision of these terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

The governing law specified in this section applies regardless of where you access our website or services from. If you are accessing our services from outside the United States, you are responsible for compliance with all applicable local laws.

11

Dispute Resolution

NBC Commercial LLC is committed to resolving disputes efficiently and fairly. The following process shall govern the resolution of any dispute, claim, or controversy arising out of or relating to these terms or the breach, termination, enforcement, interpretation, or validity thereof:

Step One -- Informal Negotiation: The parties shall first attempt to resolve any dispute through good-faith informal negotiations. The party raising a dispute shall provide written notice to the other party describing the nature of the dispute and the relief sought. The parties shall have thirty calendar days from receipt of such notice to resolve the dispute through direct discussions.
Step Two -- Mediation: If the dispute is not resolved through informal negotiation within the thirty-day period, either party may initiate mediation by providing written notice to the other party. The parties shall jointly select a mediator from the American Arbitration Association roster in Salt Lake City, Utah. Mediation shall be conducted within sixty calendar days of the mediation notice, with costs shared equally between the parties.
Step Three -- Binding Arbitration: If mediation fails to resolve the dispute within ninety calendar days of the initial dispute notice, either party may demand binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Salt Lake County, Utah, before a single arbitrator mutually selected by the parties.
Exceptions: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to protection of confidential information or intellectual property rights, without first complying with the negotiation and mediation steps described above.

All aspects of any dispute resolution proceeding, including the existence of the dispute, documents exchanged, testimony provided, and any award or decision rendered, shall be treated as confidential information subject to the confidentiality provisions of these terms.

12

Modifications to Terms

NBC Commercial LLC reserves the right to modify, update, or replace these Terms of Service at any time at its sole discretion. Material modifications will be handled as follows:

Minor modifications including clarifications, typographical corrections, formatting changes, and non-substantive edits take effect immediately upon posting to this page.
Material modifications that significantly affect your rights or obligations will be communicated through a prominent notice on our website homepage at least thirty calendar days before the effective date of the change.
We will also use reasonable efforts to notify active clients of material changes through email to the contact address on file. It is your responsibility to maintain a current email address with us and to monitor communications from NBC Commercial LLC.
Continued use of our website or services after the effective date of any modification constitutes acceptance of the revised terms. If you do not agree to the modified terms, you must discontinue use of our website and services before the effective date.
Changes required by law or regulation will be implemented within the timeline mandated by the applicable authority and may take effect on shorter notice as necessary for compliance.

The version of these terms in effect at the time a service agreement is executed shall govern that specific engagement throughout its duration, unless the parties mutually agree in writing to apply updated terms. Archived versions of these terms are maintained and available upon request by contacting assist@nbccommercial.buzz.

13

Contact Information

For questions regarding these Terms of Service, to report a violation, or to discuss any concern related to your engagement with NBC Commercial LLC, please contact us using any of the methods below. We are committed to addressing every inquiry with promptness and thoroughness.