SERVICE TERMS AND CONDITIONS

The terms and conditions provided below (the “Terms and Conditions”) shall apply to and govern the Services (as defined below) performed by Guardian pursuant to a statement of work, work order or quote issued and/or executed by Guardian that are provided to any person or entity in the absence of a currently enforceable written agreement between the Reseller and Guardian with respect to such Services. The request for Services from Guardian, and/or the payment by Reseller for any such Services, shall constitute acceptance by Reseller and their Customers of all the Service Terms and Conditions. If Reseller or Reseller’s Customer issues a purchase order, memorandum, or any other instrument purporting to cover Services that is not accepted in writing by an authorized officer of Guardian, then such purchase order, memorandum, or other instrument shall be for Reseller’s and/or Reseller’s Customer’s internal purposes only and is not binding upon Guardian whether communicated before or after commencement of Services. Any currently enforceable agreement between Reseller and Guardian regarding the Services shall supersede these Service Terms and Conditions. Guardian and Reseller may be referred to under these Service Terms and Conditions individually as a “Party” and together as the “Parties.”

WHEREAS, Guardian is in the business of providing asset decommissioning services including but not limited to onsite storage device erasure and/or destruction (“Data Destruction”), recycling, and logistics (“Services”) relating to IT equipment, such as desktop PCs, notebook PCs, servers, monitors, hard disk drives, mobile phones optical media, magnetic tape media, printers, copiers, memory, motherboards, PDAs, and miscellaneous computer devices including derivative pieces therefrom (hereinafter referred to as “Equipment”);

WHEREAS, Reseller has a need for Services for its customers who have contracted with Reseller for disposal of their IT assets (“Customers”), and Guardian is willing to provide such Services.

Services

Guardian will provide the Services and deliver the deliverables (“Deliverables”) described in any quote or work order (“Work Order”) as requested by Reseller or Reseller’s Customers from time to time. Each Work Order must be approved in writing by a duly authorized representative of each Party either by signature on a Work Order or by an email expressly confirming approval of such Services and Deliverables. To the extent not otherwise specified in the scope of services set forth in a specific Work Order, the Scope of Services set forth below shall apply.

Pricing, Payment, and Taxes

1. Pricing for Services will be provided in a quote upon request.
2. Reseller agrees to pay in full to Guardian all charges invoiced to Reseller related to any Services provided by Guardian under a Work Order, within net thirty (30) days of the date of each invoice. Time is of the essence for all payments.
3. Reseller will be responsible for, and agrees to pay, any federal, state, and local sales or use tax imposed or based on the Services. Guardian will not invoice any such taxes based upon Reseller’s providing of appropriate certification indicating that such taxes need not be collected by Guardian.
4. Guardian may offset any amounts owed to Reseller against any amounts owed by Reseller to Guardian.
5. Amounts not paid by Reseller when due shall accrue interest at the lesser of 18% per annum, compounded monthly, or the maximum amount allowed by applicable law. Reseller shall reimburse Guardian upon invoice for all costs and fees, including reasonable attorneys’ fees, incurred by Guardian in collecting any amounts past due.

Confidentiality

1. If a Party (the “Receiving Party”) obtains access to Confidential Information (as defined below) of the other Party (the “Disclosing Party”) in connection with the Services, the Receiving Party agrees: (a) not to directly or indirectly disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent; and (b) to use the Confidential Information only as reasonably necessary to perform its obligations herein.
2. “Confidential Information” shall mean: (i) information which is specifically and conspicuously identified by the Disclosing Party or a third party as confidential or proprietary (by stamp, legend or otherwise) (ii) all information about or belonging to the Disclosing Party that is disclosed or otherwise becomes known to the Receiving Party in connection with the Services and that is not a matter of public knowledge; (iii) all trade secrets, customer information and intellectual property owned or licensed by the Disclosing Party; (iv) all personal information about individuals contained in the Disclosing Party’s records (including, without limitation, names, addresses, social security numbers, and credit card and other financial information).
3. The Receiving Party shall use at least the same degree of care to protect the Confidential Information of the Disclosing Party from unauthorized disclosure or access that the Receiving Party uses to protect its own Confidential Information, but not less than reasonable care. Neither party may use any such proprietary information other than for the specific purposes of performing the Services. The Receiving Party may disclose or provide access to Confidential Information to its employees to the extent reasonably necessary to carry out its obligations hereunder.
4. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information in accordance with such law or order or requirement, subject to the following conditions: As soon as possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, the Receiving Party will notify the Disclosing Party. The Receiving Party will use reasonable efforts not to release Confidential Information, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party.
5. Unless otherwise set forth herein, the confidentiality obligations of each Party under the Service Terms and Conditions will be for a period of three (3) years after the latter of the date of (i) the last disclosure of Confidential Information between Parties or (ii) the date of the last Work Order between Parties.
6. Upon the cessation or termination of Services, each party will cease all use of the other party’s Confidential Information and will promptly return, or at the other party’s request, destroy all proprietary or Confidential Information in tangible form and all copies of Confidential Information. Upon request, the Receiving Party will certify in writing its compliance with the foregoing.
7. Each Party agrees that breach of confidentiality may cause irreparable damage and also agrees that it would be impossible or inadequate to measure and calculate the other party’s damages from any breach of the covenants in this Section 3. Accordingly, each Party, agrees that if such party breaches this Section 3, the non-breaching party will have available, in addition to any other right or remedy, the right to obtain equitable and injunctive relief, without the requirement of posting a bond, from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The liability of Guardian for any unauthorized disclosure of any Confidential Information shall be limited as set forth in Paragraph 5 hereof.

Liability

1. Each party (the “Indemnitor”) shall defend, indemnify and hold harmless the other party (the “Indemnitee”) and its customers, officers, directors, employees, and agents, from and against all loss and liability, damage to, destruction of, or loss of real or personal property and injury to or death of any employee, officer, director, or agent of the Indemnitee, the Indemnitor, or any third party to the extent that it results from or arises out of the willful misconduct or gross negligence of the Indemnitor, its agents, officers, directors, or employees.
2. In the event of a claim by a third party, the Indemnitee or its legal representative shall promptly notify the Indemnitor in writing of any such claim or lawsuit arising out of or in connection with this Agreement and forward all related documents to the Indemnitor. The Indemnitor shall defend any such case to the extent that it allegedly results from or arises out of the willful misconduct or gross negligence of the Indemnitor, its agents, officers, directors, or employees at its sole expense. The Indemnitee shall be entitled to be kept informed of the status of such proceedings.
3. Risk of loss of Equipment that is subject to the Service Terms and Conditions shall pass to Guardian upon the completion of pick-up of such Equipment at Customer’s premises or a location designated by Reseller.

Limitation of Liability

1. GUARDIAN WILL NOT BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS OF TIME, DIRECT OR INDIRECT LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS AND OTHER PECUNIARY LOSS AND COSTS OR LEGAL EXPENSES) INCURRED BY RESELLER, ARISING FROM OR RELATED TO THE SERVICES, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT GUARDIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO EVENT SHALL GUARDIAN’S LIABILITY BE GREATER, IN THE AGGREGATE, THAN THE LIMITS OF GUARDIAN’S INSURANCE COVERAGE FOR SERVICES PROVIDED UNDER THE SERVICE TERMS AND CONDITIONS.
3. IN NO EVENT SHALL GUARDIAN’S LIABILITY TO RESELLER OR CUSTOMER EXCEED THE AMOUNT PAID TO IT FOR THE SERVICES RENDERED BY GUARDIAN UNDER ANY OPEN WORK ORDER(S).
4. Guardian has no control of copies of data designated for Data Destruction either prior to delivery of media to Guardian or thereafter. Reseller expressly agrees that discovery of any data, claimed to be on media designated for Data Destruction, which is shown to exist after Data Destruction does not constitute proof that Guardian has failed to fulfill its Data Destruction obligations.
5. Guardian’s liability for physical Equipment loss, damage or destruction is limited to $0.10 per pound. Under no circumstances is Guardian responsible for loss of data.
6. Reseller agrees to fully indemnify and hold harmless Guardian and its affiliates, officers, directors, partners, shareholders, representatives, successors and assigns, employees and agents for any and all claims, causes of action, demands, losses, liability, cost or expense (including litigation expenses and reasonable attorneys’ fees) arising out of third party claims, arising from or relating to allegations based on the Reseller’s, its Customer’s’ or its affiliate’s negligence, fraud, gross negligence or willful misconduct. Such indemnity obligation shall extend to any subcontractor engaged by or on behalf of Guardian to perform any of its obligations or any services hereunder.

Guardian’s Representations and Warranties

1. Guardian warrants that it will utilize employees, consultants, contractors, and agents that have been appropriately screened, background checked, and trained in the procedures for the Services provided.
2. For Services performed at a Customer’s site, Reseller shall insure that Equipment surrendered to Guardian will be under Guardian’s secure control from the time it is surrendered until such time as data residing on such Equipment has been erased or otherwise destroyed as ordered; and that during such time, data stored on Equipment will not be disclosed or disseminated in any way. Guardian makes no warranties for services that include third party shipping once Guardian’s chain of custody is broken. Reseller agrees that Guardian’s responsibility under the Service Terms and Conditions for its Services is limited to the exercise of ordinary care and compliance with the express terms hereof.
3. Guardian shall notify Reseller in the event of any accident or other occurrence resulting in personal injury or illness when Guardian is on Customer property and, upon request, Guardian shall provide reasonable access to information relating to such incident.
4. Guardian, at its own expense, shall procure and maintain policies of insurance to include the following coverages: (a) Workers’ Compensation Insurance coverage for its own employees that meets the statutory minimums of the states in which Guardian provides Services, (b) employer’s liability insurance with coverage of at least one million dollars ($1,000,000) /disease/accident and annual aggregate (c) Comprehensive General Liability of at least one million dollars ($1,000,000) /occurrence and two million dollars ($2,000,000) general aggregate, (d) Errors and Omissions insurance of at least two millions dollars ($2,000,000) per occurrence and, (e) Umbrella Liability Insurance of at least five million dollars $5,000,000/occurrence and annual aggregate. Upon request, Guardian will furnish Reseller a Certificate of Insurance evidencing such coverage, including Reseller and its Customer as additionally insured and provide a waiver of subrogation in favor of Reseller and its Customer.
5. Guardian warrants that all Equipment specified to be destroyed under a Work Order will be disposed of in accordance with certified processes that comply with all applicable local, state, and federal laws, rules, regulations, and standards, including the U.S. Environmental Protection Agency rules and regulations. If requested by Reseller, Guardian will permit Reseller to perform reasonable audits of such disposal processes for compliance with the terms of this Agreement. Guardian will provide a Certificate of Disposal for each and every Work Order demonstrating that all Equipment has been totally destroyed and has not or will not be diverted or sold and placed back into the public mainstream for general purchase.
6. Guardian warrants upon Reseller or Customer request that it will provide a Certificate of Data Destruction related to the data specified to be destroyed in the Work Order.
7. Guardian has no control of copies of data designated for Data Destruction either prior to delivery of media to Guardian or thereafter. Guardian shall not be liable for any claim based on discovery of any data, claimed to be on media designated for Data Destruction, which is shown to exist after Data Destruction.
8. Data erasure actions taken by Guardian in cases where the Equipment is to be preserved, is inherently intrusive and can cause damage to that Equipment. Guardian will take all reasonable actions to prevent damage but does not warrant operation of any Equipment after data erasure and shall not be liable for any such damage.
9. Guardian will use generally accepted industry practices to ensure the safe transport of Equipment to be preserved. Guardian does not guarantee the operation of Equipment after transport.
10. THE WARRANTIES OF GUARDIAN CONTAINED IN THIS SECTION 6 (“GUARDIAN WARRANTIES”) SHALL BE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY GUARDIAN AND THE GUARDIAN WARRANTIES EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL, OR WRITTEN, ON THE PART OF GUARDIAN INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 Reseller Representations and Warranties

1. Reseller warrants that Customer is fully authorized and financially qualified to purchase the Services as specified and ordered by Reseller.
2. Reseller warrants and represents that it has full and complete authority to transfer Equipment for Services, and that such Equipment is not subject to liens, security interests, foreclosures, or other encumbrances other than those disclosed in advance by Reseller.
3. Reseller agrees to the Reseller Warranties set forth in Exhibit A.

Termination

1. If one Party defaults in the performance of any of its material obligations under these Service Terms and Conditions, and such default is not fully remedied, or significant progress is not made towards remedying such default, within thirty (30) days of written notice to the defaulting Party, then the non-defaulting Party shall have the right to terminate Services and avail itself of any and all rights and remedies to which it may be entitled by law or in equity. Either Party may also terminate Services under these Service Terms and Conditions effective immediately without liability upon written notice to the other if any of the following events occurs: in bankruptcy or an involuntary petition is filed against it, (ii) the other Party is adjudged as bankrupt, (iii) a court assumes jurisdiction of the assets of the other Party under U.S. Bankruptcy Act, (iv) a trustee or receiver is appointed by a court for all or a substantial portion of the assets of the other Party, (v) the other Party becomes insolvent or suspends business, or (vi) the other Party makes an assignment of its assets, or (vii) the other Party files a voluntary petition for the benefit of its creditors.
2. Upon the termination, Reseller shall continue to pay Guardian all amounts due for Services actually performed by Guardian at the times such amounts would have become due in connection with the Services actually performed by Guardian.

Non-Compete

1. During the period where Reseller and Customer use Guardian’s Services and for a one (1) year period after the date of last Work Order, Guardian and Guardian’s Affiliates shall not directly solicit Reseller’s Customers to perform the same or similar Services as those Guardian provides under these Service Terms and Conditions.
2. During the period where Reseller and Customer use Guardian’s Services and for a one (1) year period after the termination or expiration of the date of last Work Order, Reseller shall not introduce, sell, solicit orders for, or deliver mobile onsite data destruction or hard drive shredding services provided to Customers by Reseller employees, or Reseller Affiliates.
3. Providing Services under these Service Terms and Conditions does not prevent Reseller from contracting with third parties for the provision of services that are the same or similar to the Services provided that such relationship shall not cause Reseller to breach any of its obligations, including but not limited to confidentiality, as set forth herein.
4. Providing Services under these Service Terms and Conditions does not prevent Guardian from conducting sales activities of Guardian’s services that are the same or similar to the Services provided that such relationship shall not cause Guardian to breach any of its obligations, including but not limited to confidentiality, as set forth herein.
5. For purposes under these Service Terms and Conditions, “Affiliate” shall mean any entity directly or indirectly Controlling, Controlled by or under common Control with either party. “Control” shall mean an ownership interest of 50% or more.

Non-Solicitation

Guardian and Reseller agree that during the timeframe Services are provided by Guardian and the one (1) year period immediately following the cessation or termination of Services for any reason, neither party will hire any employees or consultants of the other company or Affiliates and will not, either directly or indirectly, solicit, induce, recruit or encourage any employees to leave the other company’s employment, except for general solicitations not targeted specifically at such other company’s employees.

Notices

Any formal notice or other communication required or permitted under these Service Terms and Conditions shall be in writing and shall be deemed to have been duly given (a) on the day of service if served personally or (b) upon receipt if sent via a nationally recognized overnight delivery service such as FedEx, charges prepaid, and addressed in each case as follows: to Reseller – the address designated by Reseller for delivery of invoices to Reseller; to Guardian – 30 Wesley St., S. Hackensack, NJ 07606 Attention: CEO or at such other place as either of the parties may from time to time designate in writing in a notice given in accordance with this provision.

Independent Contractors

It is understood and agreed that Reseller and Guardian are at all times acting and performing as independent contractors and there is no employer/employee relationship between Reseller and Guardian. Neither party shall have the power or authority to act for, represent, or bind the other party or any of the other party’s Affiliates.

Force Majeure

Either party shall have excusable delay in performance caused by governmental orders or regulations, natural disasters including but not limited to fire, storm, earthquake or flood, riot, strike, acts of God, war, pandemic, epidemic or any other causes beyond such party’s control.

Governing Law

This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of New Jersey, without regard to its conflict of laws rules.

Arbitration

At the written request of either party, any controversy, dispute, or claim arising out of or relating to the Services or any breach hereof shall be finally settled by arbitration by a single arbitrator located in New Jersey pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association. The award made in such arbitration shall be entered in any court having jurisdiction thereof solely for the purpose of applying for an order confirming, modifying, correcting, or vacating the award, the parties hereby submit to the personal jurisdiction of the state and federal courts for New Jersey and of the place where Reseller’s offices are located. The arbitrator shall have no power to alter, amend, revoke, or suspend any of the provisions of these Service Terms and Conditions. Except to the extent required by law, no party, arbitrator, representative, counsel, or witness shall disclose or confirm to any person not present at the arbitration hearings any information about the hearings, including the names of the parties and arbitrators, the nature and amount of the claims, the financial condition of any party, Confidential Information, the expected date of hearing or the award made.

Attorney Fees

In any suit or dispute between the parties over enforcement of these Service Terms and Conditions or any portion thereof, the prevailing party shall be entitled to an award against the other for the prevailing Party’s reasonable attorney fees and other legal costs, whether incurred in consultation prior to suit, for trial, for arbitration, or for appeal.

Construction

All headings used in these Service Terms and Conditions are for reference purposes only and are not part of these Service Terms and Conditions. Neither these Service Terms and Conditions nor any Work Order will be construed in favor or against either party by reason of the authorship of any provisions hereof.

Severability

If any of the provisions of these Service Terms and Conditions are deemed to be or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of the Service Terms and Conditions shall remain in full force and effect without being impaired or invalidated in any way.

Survival

The terms and conditions of these Service Terms and Conditions which by their nature require performance by either Party after the cessation, termination, or expiration of the Services, including, but not limited to, limitations of liability, exclusions of damages, obligations of confidentiality, and indemnities, will be and remain enforceable notwithstanding such cessation, termination, or expiration of the Services for any reason whatsoever.

Waiver

The failure of either Party to otherwise exercise any of its rights hereunder or to require the performance of any term or provision hereof, or the waiver by either Party of any breach hereof, shall not prevent a subsequent exercise or enforcement of such rights or be deemed a waiver of any subsequent breach of the same or any other term or provision hereof. A waiver of any right under these Service Terms and Conditions shall be effective only if in writing and signed by the authorized officer of party against which such waiver is to be enforced. Nothing in these Service Terms and Conditions, whether express or implied, is intended to create or confer any rights or remedies in favor of any parties other than Guardian and Reseller and their respective successors and permitted assigns, nor shall any provision give any third party any rights or remedies against Guardian or Reseller.

Scope of Services

General

1. Site Contact. All Services to be provided under any Work Order require a Customer Site Contact (“Site Contact”) at the location where Equipment is to be picked up and locations where onsite Services are to be performed. Site Contact information shall include name, email address, desk phone number and cell phone number at each location where Guardian is to make a pickup or delivery.
2. Account Manager. Reseller’s Guardian Account Manager will be designated by Guardian on its own initiative or by request from Guardian from time to time when reasonably required by the Services being provided by Guardian.

Logistics

1. Scope. Logistics consists of Services for the transportation of Equipment between Reseller designated locations. In addition to transporting Equipment, Reseller may request ancillary Services including but not limited to packing, palletizing, and provision of packing materials such as pallets and gaylords.
2. Orders. Reseller will contact Guardian’s Account Manager by email to arrange for pickup of Equipment. Such email shall include a purchase order number, the origin and destination addresses, estimated quantity of Equipment, requested pickup and delivery dates, ancillary services, and Site Contact information. Guardian will contact Site Contact to schedule the pickup within a reasonable timeframe and confirm services to be performed.
3. Records. Actual quantities picked up will be tabulated by the driver and verified by the signature of an employee of Customer or authorized individual at the pickup location. All quantities delivered must be accepted and the bill of lading signed by an employee of Customer or authorized individual at the delivery location. Copies of pickup and delivery documents will be available for Reseller’s records. For Services with charges based on weight, the actual weight will be measured while the Equipment is in transit at a location convenient to Guardian. For pickups that were palletized by Reseller, tabulation will be at the pallet level.
4. Labor. Guardian’s Services may include labor for moving, palletizing, shrink-wrapping, loading onto trucks (on an as-needed, job-specific, basis). Guardian may use its own personnel and transportation equipment or may contract with transportation companies on Reseller’s behalf for the transportation of Equipment under any Work Order.
5. Site Access. The Site Contact will provide the driver with all information necessary to access and move Equipment to be picked up. This includes notification to Guardian prior to pick-up if evidence of insurance is required by Customer. If the Reseller pick-up location does not have a loading dock, door(s) to the street will be used. The Site Contact’s shall be responsible for securing the use of elevator, lobby, floor protection, and access door(s) as required in advance of the pick-up date. If the pickup site is inaccessible or Equipment is not in a condition to be picked up at the agreed upon pickup time, then Guardian may instruct the driver to leave the pickup location and attempted pickup charges will apply.
6. Packing. If Guardian is to provide palletizing and/or packing services, then Reseller will ensure that an adequate staging area is available at the pickup time. Should packing and/or palletizing not be provided by Guardian, then Reseller shall be responsible for damage to Equipment that results from improper packing or palletizing.
7. Damage Claims. Any claims regarding shipment shall be filed in accordance with the rules and regulations of the ICC and subject to the limitations of liability set forth in these Service Terms and Conditions.

Onsite Data Destruction

1. Scope. Data Destruction Services provide sanitization of computer non-volatile memory including but not limited to hard drives, tapes, and solid-state devices. Data Destruction Services include both non-destructive erasure of data after which the device may be reused and physically destructive services including shredding, degaussing, pinning, and pulverizing in which the device is rendered unusable or destroyed. In some cases, work will be performed by Guardian’s subcontractors in accordance with Guardian’s standards.
2. Orders. Reseller will contact Guardian’s Account Manager by email to arrange for Data Destruction Services. Such email shall include a purchase order number, the address of the site where data destruction will take place, estimated quantity of Equipment, requested Service date, and Site Contact information. Site Contact information shall include name, email address, desk phone number and cell phone number. Guardian will contact Site Contact to schedule the Services to be performed.
3. Standards. Unless otherwise agreed to in writing prior to the start of any project, Guardian will follow procedures that conform to applicable Department of Defense and NIST 800-88 data destruction standards.
4. Serial Number Capture. Unless otherwise directed by Reseller or Customer, Guardian will capture the serial numbers of all hard drives that it destroys and provide such serial numbers to Customer. As an additional Service, Guardian is also able to reconcile captured serial numbers with serial number lists provided by Customer. Guardian’s NAID AAA Certification requires Guardian to record serial numbers of all hard drives destroyed, or in accordance with then current requirements set forth by i-SIGMA to have the Customer indicate under any Work Order by checking that they opt out if they choose to not have their serial numbers recorded. Should Reseller or Customer wish to opt out of serial number capture for any work done under a Work Order, then Reseller or Customer agrees to execute such an opt out agreement in advance of the start of such opt out work.
5. Certificate of Data Destruction. Following the completion and processing of onsite Data Destruction Services, Guardian will provide a Certificate of Data Destruction including serial numbers of destroyed Equipment.
6. Site Access. The Site Contact will provide Guardian’s staff with all information necessary to access Equipment designated for Data Destruction Services. If the site is inaccessible or Equipment is not in a condition to processed, then Guardian may instruct the staff to leave the site and additional charges will apply.
7. Staging Area. Reseller will ensure that an adequate staging area is available to perform work required to remove storage devices, perform onsite erasure, and/or stage Equipment for physical destruction.
8. Reseller Warranties. Reseller warrants that Reseller’s Terms and Conditions of sale of onsite data destruction services to Customer (a) obligate Customer to isolate Guardian from Customer data that is not to be destroyed by disconnecting Equipment from all other Customer devices and networks prior to surrender for performance of Services, (b) make Customer responsible for designation of Services to be performed on each piece of Equipment or media, and (c) obligate Customer to make all necessary backup copies of data and/or extract any required license information prior to surrender of any Equipment or media to Guardian. In addition, Reseller further warrants that Customer will be provided these Service Terms and Conditions that appear on the Guardian website as part of Reseller quotations for Services

Data Center Decommissioning

1. Scope. Data center decommissioning Services consist of disassembling equipment racks, onsite data destruction, inventory tabulation, serial number capture, logistics, and / or additional Services that may be required by Reseller.
2. Site Access. The Site Contact will provide Guardian’s staff with all information necessary to access Equipment designated for decommissioning. If the site is inaccessible or Equipment is not in a condition to be processed, then Guardian may instruct the staff to leave the site and additional charges will apply.
3. Staging Area. Reseller will ensure that an adequate staging area is available to perform contracted Services.
4. Reseller Warranties. Reseller warrants that Reseller’s Terms and Conditions of sale of data center decommissioning services to Customer (a) obligate Customer to isolate Guardian from Customer data that is not to be destroyed by disconnecting Equipment from all other Customer devices and networks prior to surrender for performance of Services, (b) make Customer responsible for designation of Services to be performed on each piece of Equipment or media, and (c) obligate Customer to make all necessary backup copies of data and/or extract any required license information prior to surrender of any Equipment or media to Guardian. In addition, Reseller further warrants that Customer will be provided these Service Terms and Conditions that appear on the Guardian website as part of Reseller quotations for Services.

END OF SERVICE TERMS AND CONDITIONS

Revised August 28, 2024