Please carefully read this entire Statement Of Terms, Conditions, And Limited Warranty, which governs the relationship between you (the “Customer” (also referred to as “Client”), and Softrim, LLC (also referred to as “Softrim”).

Florida Office: 9210 Estero Park Commons Blvd., Ste. 5, Estero, FL 33928

Georgia Office: 5445 McGinnis Village Place, Suite 105, Alpharetta, GA

This document contains important terms and limitations relating to Softrim’s provision of services and goods to the Customer, including important information regarding warranties, liability, and indemnification. This statement supersedes all previous Terms, Conditions and Limited Warranties contained in any previous Agreements including, but not limited to, Purchase Orders, Invoices, and Service Agreements. The acceptance of this Statement of Terms, Conditions and Limited Warranty together with the acceptance of Softrim’s goods or services shall constitute written authorization under any previous agreement and shall act to modify such previous agreement to the terms and conditions contained herein. Softrim’s fees for its services and goods provided are based in part on the specific limitations contained herein.

LIMITED WARRANTY

Quality of Service: Softrim represents that all services will be performed in a professional and workman like manner consistent with the industry standards reasonably applicable to such services in Southwest Florida, Georgia and other states as applicable. Softrim may elect, at its sole discretion, to hire personnel with industry experience in lieu of any specific education or certifications.

Softrim provides various products, installation and services including but not limited to structured cabling, Information Technology (Local and Wide Area networks, servers, computers, IT peripherals such as printers, IT networking systems and components such as Firewalls, Gateway Security Appliances, Routers, Switches and Data Back-up systems for disaster recovery and business continuity), Audio, Video and Lighting Controls components and systems including Automation and Control such as Savant devices, Telephone systems, E-Call and Nurse Call systems for Aging Services Communities and Skilled Nursing Facilities, Surveillance systems, Wi-Fi systems, custom programming, hosted systems at its facility in Estero, Florida as well as at various third party Data Centers, including, but not limited to, Internap in Atlanta, Georgia.

Representations and Limited Warranty: Softrim does not provide any guarantee or representation as to the efficacy or value of any of the services performed other than as expressly stated herein.

THIS WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR OTHERWISE. THE USE OF ANY SAMPLE OR MODEL DURING THE NEGOTIATIONS LEADING TO THIS PROVISION OF SERVICES SERVES MERELY TO INDICATE THE TYPE OF GOODS THAT WILL BE TENDERED TO THE CLIENT. SUCH SAMPLES OR MODELS CREATE NO WARRANTY THAT THE GOODS PROVIDED BY THE SOFTRIM SHALL CONFORM TO THE SAMPLE OR MODEL. THIS SECTION SETS FORTH ALL THE WARRANTIES PROVIDED BY SOFTRIM CONCERNING ALL SERVICES SOLD OR OTHERWISE PROVIDED BY SOFTRIM.

Softrim’s labor is warranted for a period of ninety (90) days if issues occur within the scope and control of work specifically performed by Softrim; and hardware (other than televisions and video displays) sold by Softrim is warranted for a period of one (1) year. THIS WARRANTY ON HARDWARE IS STRICTLY LIMITED TO ISSUES RESULTING FROM ORIGINAL OEM DEFECTS.

Televisions and video displays may be covered by the original equipment manufacturer’s product warranty. SOFTRIM DOES NOT OFFER ANY WARRANTIES OR PROMISES TO REPLACE, REPAIR OR EXCHANGE DEFECTIVE UNITS.

SOFTRIM DOES NOT REPRESENT THAT NETWORK FAILURES WILL BE AVERTED BY ANY MONITORING OR MANAGED SERVICES OFFERED BY SOFTRIM. Softrim may host websites, email, applications, data, etc. at its own or leased facilities. If such services are interrupted, Softrim shall attempt in good faith to restore the services but shall not be monetarily or otherwise liable.

SOFTRIM DOES NOT REPRESENT THAT ANTI-VIRUS SYSTEMS OR PROGRAMS OR DEVICES (INCLUDING GATEWAY SECURITY APPLIANCES AND/OR FIREWALLS) shall completely block or safeguard Client’s computer systems and data at all time under all circumstances. SOFTRIM EXPRESSLY STATES THAT CYBER SECURITY IS AN EVER GROWING AND CHANGING THREAT. SOFTRIM SHALL WORK IN GOOD FAITH TO PROTECT ALL CLIENT’S BUT OFFERS NO FINANCIAL REIMBURSEMENT OR ANY OTHER COMPENSATION FOR DAMAGE CAUSED BY ANY CYBER ATTACK. SOFTRIM SHALL HAVE THE RIGHT TO CHARGE FEES TO REPAIR OR CORRECT OR RESTORE Client computer systems and/or data caused by malware or rogue actions that any installed anti-virus system failed to prevent damage from happening.

LIMITATION OF LIABILITY

This section specifically limits Softrim’s liability in the event that a claim arises concerning Softrim’s provision of services or goods to Client. These limitations shall apply notwithstanding any failure of essential purpose.

SOFTRIM’S TOTAL LIABILITY IN CONNECTION WITH ANY CLAIM RELATED TO ANY SERVICES OR GOODS PROVIDED BY SOFTRIM SHALL NOT EXCEED THE LESSER OF FIVE THOUSAND DOLLARS ($5,000.00) OR THE AMOUNTS PAID BY CLIENT TO SOFTRIM OVER THE THREE (3) MONTHS PRIOR TO THE CLIENT’S IDENTIFICATION OF THE SPECIFIC ISSUE FOR THE PARTICULAR SERVICE FROM WHICH THE CLAIM ARISES.

IN NO EVENT WILL SOFTRIM BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SOFTRIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERM AND RENEWAL

If this is a Service Agreement (not a specific project or proposal that is defined by a fixed amount of time and/or material), this agreement is effective on the date identified on the service agreement or proposal (“Effective Date”) and will continue for the term set forth therein unless terminated pursuant to the provisions below or replaced with a new agreement.

Upon expiration of the Term, this agreement will automatically renew for successive three-year terms (each, a “Renewal Term”) until terminated or cancelled pursuant to its terms. In the event a Client provides written notice of its intent not to renew but does not terminate services hereunder, Softrim shall have the option of continuing to provide such services on a month-to-month basis, priced at Softrim’s then current monthly rates.

TERMINATION

Either party may terminate this Agreement by providing at least one hundred and twenty (120) days’ written notice prior to the end of the initial Term or a Renewal Term, or if the other party is in breach of any material provision of this Agreement (other than non-payment) and such other party fails to cure within one hundred and twenty (120) days after written notice of such breach (does not apply to specific Projects or Proposals that have been defined in a statement of work).

Client must submit a termination request to Softrim, LLC at                9210 Estero Park Commons Blvd., Ste. 5, Estero, FL 33928 (if Florida Agreement) or 5445 McGinnis Village Place, Ste. 105, Alpharetta, GA 30005 (if Georgia Agreement) or at such other place as Softrim may designate to Client in writing from time to time.

In the event of a breach by Client due to non-payment, the Client shall have thirty (30) days to cure after written notice of such breach.

Client’s right to terminate for cause is limited to termination of the affected services at the affected location only. In the event Client rents equipment and/or purchases services from Softrim and Client terminates a rental or services agreement pursuant to this section, Client shall remain obligated to fulfill the remainder of the term of any unaffected rental or service agreements.

Softrim may limit, interrupt, suspend or terminate services immediately if:

(a)        After any required notice, Client has not paid all outstanding amounts due for services, or has failed to pay a deposit or advance payment requested by Softrim; or

(b)        Client uses the services in an adverse manner that affects Softrim’s network or other Clients; or,

(c)        Client or others have used the services fraudulently or unlawfully while on Client’s premises or via Client’s equipment or while the services are under Client’s control; or

(d)        Client or others use the services in an excessive, abusive, or unreasonable manner that is not customary for the type of services; or

(e)        Client resells any services or uses the services to aggregate other persons’ traffic; or

(f)         Client uses the services for its own end users and/or Clients as a telecommunications provider or any other kind of provider; or

(g)        Client fails to comply with any applicable regulations or Federal and/or State statutes and does not cure such failure to comply within ten (10) days of receiving notice from Softrim; or

(h)    There otherwise occurs an event for which Softrim reasonably believes that the suspension or termination of services is necessary to protect Softrim or Softrim’s other Clients from an imminent and significant operational, financial or security risk, in which case Softrim will provide advance notice if practicable; or

(i)     If Client impersonates another person, uses obscene or profane language or is abusive or harassing when communicating with Softrim representatives, and fails to stop the behavior after receiving a written or verbal warning from Softrim.

Prior to installation of services, Softrim may attempt to verify the availability of Client’s facilities, and in the event that Softrim determines at its sole discretion that facilities are not economically or technically feasible or that the facilities are unsafe, Softrim has the right to terminate this Agreement without liability.

EFFECT OF TERMINATION

1. Pre-Installation: If Client terminates this agreement after the Effective Date but prior to the installation of service(s), Client shall pay to Softrim a Pre-Installation Cancellation Charge (“Cancellation Charge”) in an amount equal to monies expended by Softrim or its partners in anticipation of the provision of contracted benefits as of the date of the pre-installation termination as reasonably estimated by Softrim at its sole discretion and client will forfeit all deposits and/or prepayments.
2. Post-Installation: CLIENT UNDERSTANDS THAT THE RATES CHARGED BY SOFTRIM ARE BASED UPON THE CLIENT’S COMMITMENT TO PURCHASE SERVICES FOR THE ENTIRE TERM OR RENEWAL TERM. AS SUCH, IF CLIENT TERMINATES THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER AFTER INSTALLATION OR INITIATION OF SERVICES DURING THE TERM OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS A RESULT OF SOFTRIM’S TERMINATION FOR CLIENT’S BREACH, CLIENT SHALL PAY TO SOFTRIM AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO TWENTY-FIVE PERCENT (25%) OF THE CONTRACT VALUE OF THE REMAINDER OF THE TERM OR RENEWAL TERM OF THE TERMINATED SERVICES (“LIQUIDATED DAMAGES”).
3. CLIENT ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED BY SOFTRIM, INCLUDING BUT NOT LIMITED TO ACTUAL EXPENSES INCURRED BY SOFTRIM TO INITIATE OR TERMINATE THE SERVICES, THIRD PARTY COSTS, USE OF LIMITED RESOURCES, INSTALLATION CHARGES WAIVED AND ANY DISCOUNTS OR CREDITS GRANTED.

INDEMNIFICATION

This section defines the Client’s and Softrim’s obligations to each other with respect to indemnity, including without limitation any obligation to defend, compensate, act, or refrain from acting. The Client does and shall indemnify Softrim against any claims brought by third parties relating to any instructions or materials provided by the Client, or relating to infringement of intellectual property rights (e.g., patents, copyrights, or trademarks) in connection with the provision of services or goods by Softrim to the Client. Additionally, Client shall indemnify, defend and hold harmless Softrim and its managers, members, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and all related costs and expenses (including reasonable attorney’s fees) awarded against Softrim or settlement amounts entered into arising from any claim from a third party relating in any way to the services provided by Softrim or on the behalf of Softrim to Client.

UNDER NO CIRCUMSTANCES WILL SOFTRIM HAVE ANY INDEMNITY OBLIGATION OR LIABILITY FOR ANY CLAIM, INCLUDING CLAIMS FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ARISING OUT OF OR IN CONNECTION WITH ANY OF THE SERVICES OR GOODS PROVIDED BY SOFTRIM.

OTHER TERMS & CONDITIONS

Availability of Parts

Softrim reserves the right to replace proposed hardware or software in the case of obsolescence, discontinuation, or unavailability with comparable hardware or software of equal or greater value.

Compensation and Collection of Invoices Owed

Deposits are non-refundable. Softrim will submit invoices when services are rendered. Invoices are due based on thirty (30) day net terms for account balances less than $15,000. Invoices on accounts greater than $15,000 are due upon receipt. The balance due on accounts greater than $15,000.00 is due immediately unless other arrangements have been agreed to by all parties. An interest and administrative charge of one and a half percent (1.5%) may be applied to any amount invoiced but not paid within thirty (30) days of the date of the invoice. The Client agrees unconditionally that all expenses associated with the collection of any unpaid invoice that is overdue by more than ninety (90) days shall be paid by the Client.

SALES TAX IS COLLECTED IN ADDITION TO THE AMOUNTS STATED IN THE PURCHASE PRICE.

CASH DISCOUNT APPLIED TO PURCHASE PRICE

The purchase price includes a 2.5% cash discount that is not available with credit card payments.

NON-DISCLOSURE

The Client may furnish certain oral, written, and electronic information to Softrim regarding a potential opportunity or work to be done and/or the Client’s own business as presently and prospectively conducted, all of which is non-public, confidential and/or proprietary in nature (which may include, without limitation, trade secrets, processes, research and development, services and products, marketing and selling plans, business plans and strategies, budgets, unpublished financial statements, licensing and/or distribution arrangements, pricing and cost information, suppliers and Clients, and information regarding the skills and compensation of employees, contractors or other agents of the Client (collectively, the “Confidential Information”). In consideration of being furnished with the Confidential Information, the parties agree as follows:

1. Non-Disclosure . Except as expressly permitted by the Client, the Confidential Information will be kept confidential and shall not, without the prior written consent of the Client, be disclosed by Softrim in whole or in part to any third party or used by Softrim in any other way than for the purpose of fulfilling its contracted obligations to the Client. Notwithstanding the foregoing, any employee or agent of Softrim may disclose the Confidential Information to its directors, officers, employees, financing sources and accounting and legal advisers who may be involved in assisting with the evaluation or execution of the work to be done.
2. Softrim shall have no nondisclosure obligation hereunder with respect to any Evaluation Material which

• has been (A) legally made public other than by acts of Softrim or its Agents in violation of this Agreement, or (B) independently developed by Softrim without use of the Confidential Agreement, or
• is required to be disclosed pursuant to proper governmental or judicial process as more particularly described herein,
• was or becomes known or available to Softrim from a source, other than the Client, which is not bound by a confidentiality agreement with the Client and which Softrim has no reason to believe after due inquiry that such source is not entitled to disclose the Confidential Agreement,
• was known to Softrim prior to disclosure thereof to Softrim by the Client as determined by competent documentary or oral evidence, or
• initially is disclosed in other than written or graphic form and is not identified in writing by the Client to Softrim as Confidential Information within twenty (20) business days of such initial disclosure.

Further, during the course of the provision of services from Softrim to the Client, Softrim may disclose to Client certain Confidential Information. The Client hereby recognizes, acknowledges and agrees that the disclosure or dissemination to any third party of any Confidential Information could result in substantial harm incurred by Softrim. The Client hereby covenants and agrees that:

• the Client and any and all other affiliates of the Client shall not, directly or indirectly, disclose, disseminate, publish or permit the disclosure, dissemination or publication of any Confidential Information, to or for any other person, group, firm, corporation, association or other entity for any purposes whatsoever without the prior written consent of Softrim; and
• the Client and any and all affiliates of the Client shall not use, directly or indirectly, any Confidential Information for any purpose whatsoever. The client recognizes and acknowledges that the Confidential Information referred to herein constitute a trade secret within the meaning of applicable Florida or Georgia Statutes/laws, appropriation of which for the Client’s own benefit or for the use of any third party may subject the Client to civil penalties as provided in the respective State in which the work was performed or the Agreement was executed.

Notwithstanding the foregoing, either party may use or disclose Confidential Information of the other to the extent necessary to exercise its rights or fulfill its obligations hereunder, and/or to comply with applicable governmental regulations and law.

NON-SOLICITATION AND HIRE

Client is hereby notified that any Softrim employee working on the engagement has signed Non-Compete and confidentiality agreements. During the term of this agreement and for one (1) year after the termination of any relationship or agreement between the Client and Softrim, the Client will not solicit or hire (as defined below) any employee or ex-employee (as defined below) of Softrim. The Client understands and accepts Softrim’s services and/or goods with the understanding that this provision is necessary to protect the training and intellectual investment made by Softrim in its employees, as well as valuable confidential business or professional information, substantial relationships with specific, prospective, or existing Clients, and other goodwill of Softrim. An ex-employee shall be defined for purposes herein as a person who has been an employee during any time in the one hundred and eighty days (180) days prior to any attempt or negotiation to hire by Client, its affiliates or their agents. Client agrees that the term “hire” includes any direct or indirect attempt to obtain similar services from said person for a fee of any sort. Client understands that a violation of this provision entitles Softrim to liquidated damages equal to one hundred and fifty percent (150%) to three hundred percent (300%) of the solicited ex-employee’s total annual compensation plus, at the sole discretion of Softrim, the estimated monetary value of any fringe or other benefits not usually included in annual compensation. Client understands and agrees that such damages are reasonable because of the expenses of training the employee, recruiter fees, and/or injury to Softrim’s business relationships with past and present Clients.

SEVERABILITY

These provisions are severable, and the unenforceability of any one of the provisions shall not affect the enforceability of other provisions. In the event that a provision is found to be unenforceable, the parties shall substitute that provision with an enforceable provision that preserves the original intent of the parties.

FORCE MAJEURE

Client agrees and understands that Softrim will not be liable for any failure or delay in its performance under this Agreement due to reasons beyond its reasonable control. This includes consideration for delays caused by ‘other causes beyond Contractor’s control’ which shall be inclusive of all delays related to current or future pandemics and declared local/state/national emergencies.

Attorney’s Fees: In the event of a dispute arising out of this agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs under the applicable law. In any appellate matter, the prevailing party shall be entitled to appellate attorney’s fees and costs.

GOVERNING LAW

In the event that the primary agreement and work is conducted in Florida, this Agreement shall be governed by and construed under the laws of the State of Florida, with venue in Lee County, Florida and not in favor of or against any party. In the event that the primary agreement and work is conducted in Georgia, this agreement shall be governed by and construed under the laws of the State of Georgia, with the venue in Forsyth County Georgia and not in favor or against any party.

TERMS, ASSIGNMENT AND ENTIRE AGREEMENT

This statement of terms, conditions, and limited warranty governs the entire relationship and agreement between the Client and Softrim, past, present, and future. To the extent any previous statement or agreement between the Client and Softrim conflicts, these terms, conditions, and limited warranty shall control. The Client may not assign or otherwise transfer this agreement without the prior written consent of Softrim, which shall not be unreasonably withheld, conditioned or delayed, and any such attempted assignment shall be void.

The foregoing LIMITATION OF LIABILITY and INDEMNITY sections shall survive the termination of any relationship or agreement between the Client and Softrim.

CLIENT ACKNOWLEDGES AND AGREES THAT A HARDCOPY (Physical Document) OF THIS DOCUMENT MAY NOT NECESSARILY BE RECEIVED BY THE CLIENT, IN WHICH CASE THIS DOCUMENT SHALL BE AVIALABLE VIA THE INTERNET AT www.softrim.com/warranty AND SHALL BE APPLICABLE UNCONDITIONALLY TO ALL SERVICES AND PRODUCTS PROVIDED BY SOFTRIM, LLC AS IF A HARDCOPY HAD BEEN PROVIDED AND RECEIVED.

CLIENT ACKNOWLEDGES THAT THIS STATEMENT OF TERMS, CONDITIONS, AND LIMITED WARRANTY IS AVAILABLE TO READ AT THE URL ADDRESS GIVEN IN THE PRECEEDING PARAGRAPH AND ALSO MAY BE INCLUDED IN THE DOCUMENTATION OF A SERVICE CONTRACT, PROPOSAL, INVOICE, OR OTHER COMMUNIQUE RELATING TO BUSINESS BETWEEN SOFTRIM AND THE CLIENT, AND THAT IT SHALL CONSTITUTE AN ADDENDUM TO THE SERVICE CONTRACT, PROPOSAL, INVOICE, OR OTHER COMMUNIQUE, WHICH TOGETHER SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES FOR THE PURPOSE DOCUMENTED AND IT SHALL ALSO LAY THE FOUNDATION FOR BUSINESS BETWEEN THE TWO PARTIES IN GENERAL. NONE OF THE TERMS OR CONDITIONS HEREOF MAY BE MODIFIED OR WAIVED, AND THIS STATEMENT OF TERMS, CONDITIONS AND LIMITED WARRANTY MAY NOT BE AMENDED EXCEPT IN A WRITING SIGNED BY BOTH PARTIES.

­­­­­­­­­­­­­­_____________________________________________________     Client Name

______________________________________________________ Authorized Client Signature and Date

______________________________________________________       Authorized Softrim, LLC Signature and Date