1. SUMMARY
This Agreement covers interests of the 'Parties' where it pertains to information technology services between Dirigo Solutions, Inc herein known as [the] 'Provider' and the 'Client' [a/k/a the customer] where is defined at the end of this Agreement via a printed name, current date, and legal signature.
2. SERVICES DEFINITION
Information technology is defined as; the development, implementation, and maintenance of computer hardware and software systems to organize and communicate information electronically. Services defined for this agreement are, but not limited to; repair, virus removal, networking, configuration, programming, testing, consulting, and support. Services are administered either in-house, onsite, or remotely.
3. CONFIDENTIALITY
Provider agrees to hold confidential all proprietary and/or personal information obtained and/or learned regarding the Client. Provider agrees to not divulge or reveal such information without prior written consent from Client unless required by law.
4. TERMS
This Agreement will remain in effect from this day forth in every instance where service is requested by the Client. The confidentiality portion of this Agreement will remain in effect indefinitely. Provider reserves the right to alter, change, and/or add to this Agreement at any time for any reason and further agrees to notify Client in writing via email to the address on file or via the DSI website if email is rejected or no email address is on file within 30 days of the changed Agreement.
5. SEVERABILITY
In any event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid and unenforceable parts severed from the remainder of this Agreement.
6. COSTS
Client agrees to the service rates that are predefined and disclosed prior to service, this cannot be confused with assumed , best case scenario, estimated, example, etc, costs. Client agrees that each request for service is different and relative only to the current situation. Provider agrees to disclose additional costs that may arise in addition to service and/or service costs that may extend beyond a predefined amount set in the service ticket. Provider discloses no minimum service time and that all labor services are billed in one percent increments of an hour or at a flat rate.
7. COMPENSATION
Client agrees that unless otherwise specified in writing, payment for services is due upon receipt of invoice or at the time of pickup or delivery, furthermore Client authorizes Provider at its discretion to withhold Client equipment until full payment for services is rendered.
8. EQUIPMENT ABANDONMENT
Upon service completion Provider agrees to notify Client of completion electronically or otherwise wherein Client agrees to promptly extricate equipment from Provider premises if applicable. After thirty (30) days from the date of service completion Provider will make a final attempt by way of certified mail to Client requesting extrication of equipment and notification of abandoned property warning. Client agrees that after fourteen (14) days of certified notification date or no less than sixty (60) days total from service completion date if no certified notification is received, Client forfeits all rights to equipment and/or property in Providers possession including but not limited to devices, data, intellectual property, software, etc and grants sole ownership to Provider. Furthermore Client understands that once Provider is granted ownership Provider has the right to destroy, sell, recycle, change, or alter property without limitation and without further notification.
9. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless Provider (and its affiliates and their respective officers, directors, employees and Agents) from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, demands, liens, encumbrances, security interests, settlements, judgments, and other expenses, (including but not limited to cost of defense, settlement, and reasonable attorneys’ fees) of whatever type or nature, including, but not limited to, damage or destruction to property, injury (including death) to any person or persons, which are asserted against, incurred, imposed upon or suffered by Provider by reason of, or arising from: (a) Client’s breach of this Agreement; (b) Client’s actual or alleged infringement of any patent, copyright, trademark, trade secret or other property or contract right of any other person; (c) Client's actual or alleged failure to promptly pay sums due Provider or third parties; (d) Client’s failure to comply with applicable laws, regulations or ordinances; or (e) the acts or omissions of Client (or its officers, directors, employees or Agents).
10. DISCLAIMER OF WARRANTIES
CLIENT EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT CLIENT'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER MAKES NO WARRANTY THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES PROVIDER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CLIENT'S OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT'S COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM PROVIDER OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO EACH CLIENT.
11. LIMITATION OF LIABILITY
PROVIDER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO EACH CLIENT. It is Client’s responsibility to back-up the software and data that is stored on Client’s computers, hard disk drive(s), and/or on any other storage devices Client may have, and Provider shall not be responsible at any time for any loss, alteration, or corruption of any software, data, or files. Provider shall not be liable in any way for damages arising from any part, equipment, peripheral, software or other product supplied to Client by Provider. Notwithstanding any language to the contrary, Provider’s maximum liability to Client arising from or related to Provider under this Agreement shall be limited to the sums paid by Client to Provider under this Agreement during the time the cause of action arose.
12. GOVERNING LAW
It is the intension of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be constructed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Maine, without regard to the jurisdiction in which any action or special proceeding may be instituted.
