By enrollment in, use of, or payment for services (“Services”) provided by Compunet Technologies, Inc. (“Company”), the customer (“Customer”) agrees to the terms and conditions of this Agreement.
HOURLY RATE AND BILLABLE MINIMUMS
Please contact Company to inquire about standard hourly rates and billable minimums.
CHARGES AND PAYMENT
This Agreement incorporates by reference the prices, charges, and additional terms contained in the service invoice provided to you by the Company. Payments are due and payable in accordance with the invoice. An interest charge of 1.5% per month (or the maximum allowed by governing law) will be added to past due accounts. Company shall also be entitled, in addition to all other remedies available at law or in equity, to recover attorneys fees and expenses in collecting the past due amount and in enforcing or successfully defending itself in respect of the invoice and this Agreement.
RETURNS
All sales are final. None of the products sold to Customer in this Agreement are returnable to Company. Customer must contact the manufacturer for any returns. In the event Company chooses in its sole discretion to allow any item to be returned despite the previous sentences, Customer understands and agrees that Company shall not be required to allow Customer to return any other product.
Customer agrees that prior to servicing any equipment it is Customer’s responsibility: (1) to back up the data, software, information or other files stored on Customer’s computer disk drives, peripherals, and/or on any other electronic storage device; and (2) to remove all compact disks, floppy disks, DVDs, or other media from Customer’s product. Customer agrees that whether or not Customer requests back up services from Company and/or its third party service provider, neither Company or its third party service provider shall be liable under any circumstances for any loss, disclosure, alteration or corruption of any data, software, information, files, compact disks, floppy disks, DVDs, or other media.
INDEMNIFICATION
Customer agrees that Company will not be responsible for any third-party claims against Company that arise from Customer’s enrollment in, use of, or payment for the Services. Further, Customer agrees to reimburse Company for all costs and expenses related to the defense of any such claims, including actual attorney’s fees, unless such claims are based on Company’s willful misconduct or gross negligence. This condition shall survive expiration or termination of this Agreement.
DISPUTE RESOLUTION
The venue and jurisdiction for all disputes or legal action from this transaction will lie in Orange County, California and shall be settled through binding arbitration before the American Arbitration Association and using the Commercial Arbitration Rules. The judgment of the arbitration may be entered and enforced by a court of competent jurisdiction. The laws of the State of California shall govern this Agreement.
LIMITATION OF LIABILITY
This section describes the full extent of Company’s responsibility for any claims Customer makes for damages caused by the Services, or other claims in connection with the Services or this Agreement. This provision shall survive expiration or termination of this Agreement. IN NO EVENT, UNDER ANY THEORY OF LAW, INCLUDING BUT NOT LIMITED TO, BREACH OF WARRANTY, NEGLIGENCE, OR OTHER TORT, SHALL COMPANY AND/OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE RESULTING FROM THE SERVICES RENDERED, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, OR LOSS OF USE. THESE LIMITATIONS APPLY EVEN IF THE DAMAGES WERE FORESEEABLE OR IF COMPANY WAS TOLD THAT SUCH DAMAGE WAS POSSIBLE. FURTHER, COMPANY SHALL NOT BE LIABLE IF IT IS UNABLE TO PERFORM ANY OF ITS OBLIGATIONS IF DUE, DIRECTLY OR INDIRECTLY, TO THE FAILURE OF ANY MACHINE, SYSTEM OF AUTHORIZATION, DATA PROCESSING OR COMMUNICATION SYSTEM OR TRANSMISSION LINK OR ANY INDUSTRIAL DISPUTE, WAR, FLOOD, EXPLOSION, ACT OF GOD OR ANY OTHER EVENT BEYOND THE EXCLUSIVE CONTROL OF COMPANY. THE COMPANY’S SOLE AND EXCLUSIVE MAXIMUM LIABILITY SHALL NOT IN ANY EVENT EXCEED THE TOTAL COST OF THE SERVICES RENDERED BY THE COMPANY AND PAID BY THE CUSTOMER.
WARRANTIES
Except as specified in this section or on the invoice, Company expressly disclaims any and all warranties, express or implied, with respect to the products and services which are the subject of this Agreement, including (without limitation) any warranty of merchantability and/or fitness for a particular purpose. Company does not warrant the products in any way and the only warranties thereon are those provided by the manufacturer. Company makes no warranty that Services will be error free. COMPANY DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, COMPANY EMPLOYEES, TO MAKE A WARRANTY OF ANY KIND AND CUSTOMER SHOULD NOT RELY ON ANY SUCH STATEMENT.
MODIFICATION
This Agreement shall not be modified by any party by oral representation made before or after execution of this Agreement. All modifications must be in writing and signed by all parties.
SEVERABILITY
If any provision of this Agreement as applied to any party or to any circumstance shall be adjudged to be void and unenforceable, the same shall in no way affect any other provision in this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of the Agreement as a whole.
WAIVER
No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.
ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties with respect to the matters referred to herein. No other representations, covenants, undertakings or other prior or contemporaneous agreements, oral or written, respecting such matters, which are not specifically incorporated herein, shall be deemed in any way to exist or bind any of the parties. The parties acknowledge that each of them has not executed this Agreement in reliance on any such promise, representation or warranty.
