Terms And Conditions

Statement of Warranty, Terms and Conditions

1. PAYMENT AND INVOICING TERMS: Invoices are due and payable upon receipt unless agreed otherwise in writing by all parties.

2. REPRESENTATION, STANDARD OF CARE AND WARRANTY Softrim warrants that its services shall be performed by personnel possessing general competency but Softrim may elect, at its sole discretion to hire or use personnel with adequate experience in lieu of any specific certifications. No guarantee is made as to the efficacy or value of any services performed or software developed. Hardware is warranted for a period of ninety (90) days from date of delivery on Labor and for one (1) year on Parts, this warranty is limited strictly to issues resulting from original defects in materials and workmanship. No other representation, express or implied, and no warranty or guarantees are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise.

Softrim hosts various programs, applications, databases, websites, e-mails and servers at its facilities. Softrim does not represent that its facilities are redundant and immune from failure. The hosting capabilities may become inoperable at which time Softrim shall attempt in good faith to restore services in less than two weeks. Softrim does not represent that Client network failures will be prevented by Monitoring or Help Desk services. Softrim does not imply or state that monitoring will reduce the cost of any service call. Softrim does not monitor on a 24/7 basis. Softrim does not guarantee remote data backup services are immune from failure. Softim does not make any representations that its facilities in Texas are fault tolerant or that they are immune from periodic failures.

This Page sets forth ALL the Warranties provided by Softrim concerning all its services and related work product. This Warranty is made expressly in lieu of all other warranties, express or implied, including without limitation any implied warranties of fitness for a particular purpose, merchantability, noninfringement, title or otherwise.

3. LIABILITY

Limitation. Softrim's liability, including but not limited to Client's claims of contributions and indemnification related to third party claims arising out of services rendered by Softrim, and for any losses, injury or damages to persons or properties or work performed arising out of or in connection with this Agreement and for any other claim, shall
be limited to the lesser of (i) five hundred dollars ($500.00) or (ii) the payments received by Softrim from Client for the particular service provided in that particular time giving rise to the claim. Notwithstanding anything to the contrary in this Agreement, Softrim shall not be liable for any special, indirect, consequential, lost profits, or punitive damages. Client agrees to limit Softrim's liability to Client and any other third party for any damage on account of any error, omission or negligence to the amounts stated herein. The limitation of liability set forth herein is for any and all matters for which Softrim may otherwise have liability arising out of or in connection with this Agreement, whether the claim arises in contract, tort, statute, or otherwise.

Remedy. Client's exclusive remedy for any claim arising out of or relating to this Agreement will be for Softrim, upon receipt of written notice, to either (i) use commercially reasonable efforts to cure, at its expense, the matter that gave rise to the claim for which Softrim is at fault, or (ii) return to Client the fees paid by Client to Softrim for the particular service provided in that particular time that gives rise to the claim, subject to the limitation of the monetary amounts stated in the previous paragraph. Client agrees that this remedy meets its essential purpose in providing adequate and reasonable liability compensation in connection with this Agreement.

4.	MISCELLANEOUS
a.	Severability and Survival. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in full force and effect in all other circumstances. Articles 3 and 4 above shall survive the expiration or termination of this Agreement for any reason.
b.	Means of Approval. All parties agree to accept signatures to this Agreement by Facsimile and to hold such approvals as valid as original signatures.
c.	Notices. Client shall give Softrim written notice within sixty (60) days of obtaining knowledge of the occurrence of any claim or cause of action which Client believes that it has, or may seek to assert or allege, against Softrim, whether such claim is based in law or equity, arising under or related to this Agreement or to the transactions contemplated hereby, or any act or omission to act by Softrim with respect hereto.
d.	Section Headings. Title and headings of sections of this Agreement are for convenience of reference only. Client may request larger print size if legibility is not clear.
e.	Representations; Counterparts. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party, with full right and authority to execute this Agreement. Softrim is an independent contractor of Client.
f.	Residuals. Nothing in this Agreement or elsewhere will prohibit or limit Softrim's ownership and use of ideas, concepts, know-how, methods, models, data, techniques, skill knowledge and experience that were used, developed or gained in connection with this Agreement. Softrim and Client shall each have the right to use all data collected or generated under this Agreement.
g.	Hiring of Employees During and for one (1) year after the term of this Agreement, Client will not solicit the employment of, or actually employ Softrim employees without prior written consent. The remedy to Softrim shall be an unconditional payment of $12,000.00 per Employee by Client to Softrim.
h.	Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of Florida, without regard to the principles of conflicts of law.
i.	Entire Agreement & Survival. This Agreement, including any Exhibits (with specific mention to any additional terms stated on specific proposals by Softrim to Client for specific jobs, states the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between Client and Softrim respecting the subject matter hereof.
j.	Cancellation. This Agreement can be cancelled by either party by sending written notice to the address on record with a 30 day notice of cancellation.
k.	Force Majeure. Softrim shall not be responsible for delays or failures (including any delay by Softrim to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.