In consideration of the mutual covenants set forth in this Agreement, Customer and Company hereby agree as follows:
1. Delivery of Products and/or Services. Company will use reasonable and customary diligence in the performance of the Services and delivery of products. Customer acknowledges, however, that services must be scheduled according to Netranom’s timeframe and equipment delivered after it is received and any timeline, timeframe or promises of services are estimates, and are not required delivery dates for equipment or services.
2. Ownership Rights. Customer shall hold all right, title, and interest in and to any equipment purchased from Company (after payment is received in full) except in the event of financing or leasing at which Customer shall not hold any right, title, or interest until all equipment has been fully paid for and title has been purchased.
3. Compensation. For all of Company’s’ services under this Agreement, Customer shall compensate Company, in cash, the amount specified in the invoice. In the event Customer fails to make any of the payments, the Company has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove the equipment and/or Digital Media, (3) bring legal action. If payment is not made in full within 30 days, customer acknowledges that Company will charge finance charges and Customer acknowledges that Customer is responsible for such finance charges.
4. Limited Warranty and Limitation on Damages. Company does not warrant it’s services from fault or defect. If the Services do not conform to the specifications of the customer, Company may choose (at its own discretion) to attempt to bring the services into the specifications of the customer. Customer waives any other warranty, express or implied. Customer acknowledges that the Company does not warrant that Digital Media will work on all software platforms. Customer acknowledges that any and all equipment may be warranted by the Manufacturer and not by the Company. Customer acknowledges that the Company is not responsible for the results obtained by the Customer either through the use/application of the Product(s) sold, or on the Services provided. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to the Company. Customer acknowledges that, specifically, the offsite (remote) backup service offered by Company does not have any warranties, express or implied, and that customer waives any claims for damages, direct or implied, for any lost, corrupt or altered data that resides on the servers and other company owned equipment and that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Company.
5. Indemnification. Customer warrants that everything it gives the Company to put on any Digital Media is legally owned or licensed to Customer. Customer agrees to indemnify and hold the Company harmless from any and all claims brought by any third party relating to any aspect of any Digital Media.
6. Non-Solicitation of Employees. During the Initial Term and any Renewal Term of this Agreement and for a period of two (2) years after the date of termination of this Agreement, customer shall not knowingly solicit any of the company’s employees. The restrictions contained in this section regarding non-solicitation of employees will not apply to the extent that any such employee has ceased to be employed by company for at least six (6) months prior to being solicited, as otherwise may be agreed upon by the parties to this Agreement.
7. Attorney’s Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover it’s actually attorney’s fees and costs, including expert witness fees.
8. Limitation of liability in reference to dialtone, T-1, PRI, or other service(s) from telephone company or other service provider (Provider). Netranom will charge Customer on a time + materials basis for all time spent with Provider or waiting on Provider to deliver their services (dial tone, T-1, PRI, etc) to customer. Since this is a known problem with Providers in general, Netranom is not responsible for time delays caused by Provider. All time spent in waiting on or dealing with Provider or for return trips due to delays by Provider will be invoiced to customer and customer agrees to pay Netranom in full for all time spent.
9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns,
10. Interest. Unpaid balances greater than 30 days will be subject to an interest rate of 1.5% per month and will continue until the balance is paid in full.
11. Written requests for billing adjustments together with all supporting documentation must be received by Netranom within thirty (30) days from the date of the invoice or the right to billing adjustment shall be waived. In the event of a billing dispute, Customer shall timely pay the undisputed amounts.
ACCEPTANCE OF AGREEMENT:
By signing a quote and/or agreement, the conditions above are hereby accepted by both parties.