terms and conditions of purchased services
By purchasing these Services and/or Products from Tomorrow’s Technology Today (“Company”), Customer agrees to be bound by all terms and conditions set forth in the terms & conditions set forth below.
- Terms. These Terms and Conditions govern the services and or products that are outlined on our Purchase Order or Quote. Customer understands that it is contracting with Company for one-time services, web hosting or AV subscriptions or other services that appear on a Purchase Order or Quote. It is understood that this Agreement is NOT a Managed Services Agreement and the Company is NOT being contracted for monitoring, backing up, or installing updates to the Customers IT system. Customer is takes complete responsibility for all monitoring, backing up, or installing updates, including without limitation virus and firewall protection.
- Third Party Products. Product warranties for third party products, if any, are provided by the manufacturers thereof and not by the Company. The Company’s sole obligation is to act on behalf of Customer to assist in the satisfaction of any such warranty. The Company is not responsible for, and does not cover work related to, service disruptions or data loss caused by action or inaction of any third party, including the failure of any third party to provide a timely resolution of any problem with a device or service owned or managed by that third party.
- Software Hardware & Security. Customer understands and agrees that data loss or network failures may occur, whether or not foreseeable, if the Customer fails to maintain proper security for its computer and information system including software and hardware updates. Customer therefore warrants that it will follow software and hardware updates required by the software or hardware provider, and maintain specific security standards, policies, and procedures
- Cyber Terrorism. In no event, including the negligent act or omission on its part, shall the Company, whether under this Purchase Order or otherwise, be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, in respect of any direct, indirect or consequential losses or expenses including (without limitation) if and to the extent that they might otherwise not constitute indirect or consequential losses or expenses, loss of anticipated profits, company shut-down, third-party loss or injury, any loss because of data breach, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable if such loss was the result or arose from any act of terrorism, strike or similar labor action, war, invasion, act of foreign enemy, hostilities or warlike operations, civil war, rebellion, revolution, insurrection, civil commotion or assuming the proportions of or amounting to an uprising, or any action taken in controlling, preventing or suppressing any of these things.
- Telemarketing & Unsolicited Emails. In no event, including the negligent act or omission on its part, shall the Company, whether under this Agreement, a purchase order, other work order or otherwise in connection with any of them, be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, in respect of any direct, indirect or consequential losses or expenses including (without limitation) if and to the extent that they might otherwise not constitute indirect or consequential losses or expenses, loss of anticipated profits, company shut-down, third-party loss or injury, any loss because of data breach, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable if the Customer’s data is breached because of the distribution of unsolicited email, direct mail, facsimiles, telemarketing or because of the collection of information by means of electronic “spiders”, “spybots”, “spyware”, wiretapping, bugging, video cameras or identification tags.
- Limitations of Liability. except as otherwise noted in this agreement, under no circumstances shall the company be liable to customer for special, incidental, consequential, or for any amount in excess of the license fee or for indirect damages, loss of good will or business profits, work stoppage, data loss, computer failure or malfunction, any and all other commercial damages or loss, or exemplary or punitive damages, except with respect to indemnities arising out of ip claims, under no circumstances, shall msp’s aggregate liability arising from or out of or relating to this agreement exceed the fees paid under this agreement.
- Disclaimers. The express remedies set forth in these Terms and Conditions will constitute Customer’s exclusive remedies, and the Company’s sole obligation and liability, for any claim (a) that a Service or deliverable provided hereunder does not conform to specifications or is otherwise defective, or (b) that the Services were performed improperly.The Company shall not be responsible for impairments to the Services caused by acts within the control of Customer or its employees, agents, contractors, suppliers or licenses, the interoperability of Customer applications, or other cause reasonably within Customer’s control and not reasonably related to services provided under this Agreement.
except for the warranties made by msp in section 10, which are limited warranties and the only warranties provided to customer, the services and deliverables are provided strictly “as-is.” the company does not make any additional warranties, expressed, implied, arising from course of dealing or usage of trade, or statutory, as to the deliverables or services provided hereunder, or any matter whatsoever. the parties disclaim all warranties of merchantability, fitness for a particular purpose, satisfactory quality, title and non-infringement.
the company does not warrant that the services or any deliverables will meet any customer requirements not set forth herein, that any deliverables will operate in the combinations that customer may select for use, that the operation of any deliverables will be uninterrupted or error-free, or that all errors will be corrected. if pre-production (e.g., “alpha” or “beta”) releases of software are provided to customer, such copies are provided “as-is” without warranty of any kind.
No statement by any Company employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify this Agreement in any way whatsoever.
- All fees and charges for the Services and/or Products are exclusive of any sales or use taxes and other federal, state, municipal, or other governmental taxes or levies applicable to the sale or use of Services and/or Products hereunder (“Taxes”) now in force or enacted in the future, all of which the Customer will be responsible for and will pay in full. The Customer will be fully responsible for any charges, costs, expenses (other than those included in the Services), and third-party claims that may result from its use of, or access to, the Services, Data Center, and Equipment. Unless otherwise set forth in the applicable Sales Order, billing and payment terms for Services shall be as set forth in this Agreement. The Company reserves the right to increase charges for third-party services at any time, if the cost of third-party services to the Company is increased.
- Mutual Indemnification: Company and Customer agrees to indemnify and hold each other harmless from any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorney’s fees, costs, and other expenses incurred as a result of any activities conducted by the other party. Company and Customer will promptly notify each other upon receipt of any claim or legal action arising out of activities conducted pursuant to this Agreement. The rights and responsibilities established in this paragraph shall survive indefinitely the termination of this Agreement.
- Force Majeure. With the exception of Customer payment for service rendered, neither party shall be responsible for any failure to perform nor delay caused where such failure or delay is due to circumstances reasonably beyond the party’s control. this includes fire, flood, earthquake, volcanic eruption, explosion, lightening, wind, hail, tidal wave, landslide, act of God or any other physical event.
