You may elect to contract with us for technical services such as system administration or server migrations. Such services can be requested using THIS LINK.
VIRTBIZ Internet Services agrees, under the following terms and conditions, to provide professional technical services to Customer, and Customer agrees to accept such services.
Per Customer’s request, VIRTBIZ Internet Services (hereinafter VIRTBIZ) will provide services as dictated by submission of a System Administration Ticket.
Customer shall deliver to VIRTBIZ all necessary information to allow VIRTBIZ to perform the Services, and to respond to any communications from VIRTBIZ regarding the Services. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE INTEGRITY, ACCURACY, COMPLETENESS, AND RETENTION OF ANY INFORMATION PROVIDED BY CUSTOMER TO VIRTBIZ. WITHOUT LIMITATION OF THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT IT HAS CREATED A BACK UP COPY OF ALL DATA THAT MAY BE AFFECTED BY VIRTBIZ’ PERFORMANCE OF THE SERVICES. VIRTBIZ SHALL NOT BE RESPONSIBLE FOR CREATING BACK UP COPIES OF DATA AND INFORMATION PROVIDED BY CUSTOMER TO VIRTBIZ.
Customer shall pay all applicable taxes and duties that are levied or imposed by reason of VIRTBIZ’ performance of the Services, excluding income taxes based on the net profits of VIRTBIZ. Customer shall reimburse VIRTBIZ for the amount of any such taxes or duties paid or incurred directly by VIRTBIZ as a result of this Agreement.
TERM AND TERMINATION:
This Agreement shall be effective when signed by both Customer and VIRTBIZ. By signing this Agreement, Customer authorizes VIRTBIZ to begin performance of the Services or to continue performing the Services, if performance of the Services began prior to signature of this Agreement. The term of the Agreement shall continue until VIRTBIZ completes the Services to be performed by VIRTBIZ hereunder or until either party terminates the Agreement. Either party may terminate this Agreement at any time, without cause, by giving five (5) business days advance written notice to the other party of its intent to terminate the Agreement. Upon termination of the Agreement through VIRTBIZ’ completion of the Services or by either party, Customer shall pay to VIRTBIZ UP FRONT, via credit card or approved VIRTBIZ net 30 account. All unpaid fees and expenses that have accrued through the date of termination are subject to additional late fee’s and penalties. System Administration charges are due PRIOR to work being performed.
INDEMNIFICATION OF VIRTBIZ
Customer agrees to indemnify, defend and hold VIRTBIZ and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any action brought against VIRTBIZ with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that: (i) such action is based upon or arises out of a claim that any data or information provided by Customer to VIRTBIZ to enable VIRTBIZ to perform the Services hereunder violates or infringes upon the rights of any party, including any intellectual property rights of any third party or (ii) such action is based upon or arises out of a claim that is related to use by VIRTBIZ of data or information provided by Customer to VIRTBIZ to enable VIRTBIZ to perform the Services hereunder.’
WARRANTY AND LIMITATION OF LIABILITY
Warranty by VIRTBIZ. Under this Agreement, VIRTBIZ provides services to Customer, and does not sell or license goods, except as expressly provided herein. VIRTBIZ warrants that it will perform the Services in a workmanlike manner. THE WARRANTY EXPRESSED IN THIS SECTION IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY VIRTBIZ. EXCEPT FOR THIS LIMITED WARRANTY, VIRTBIZ MAKES NO OTHER WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, RELATING TO THE SERVICES TO BE RENDERED BY VIRTBIZ UNDER THIS AGREEMENT, AND VIRTBIZ EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THAT MAY ARISE IN CONNECTION WITH SUCH SERVICES.
Warranty by Customer. Customer warrants that the rendering of the Services by VIRTBIZ will not violate the rights of any third party, including, without limitation, intellectual property rights.
Limitation of Liability. For purposes of this Section, “VIRTBIZ” includes any and all subsidiaries and affiliates of VIRTBIZ Internet Services., and the officers, directors, employees, and agents thereof. TO THE EXTENT PERMITTED BY LAW, VIRTBIZ’S CUMULATIVE LIABILITY TO CUSTOMER OR ANY PARTY RELATED TO CUSTOMER FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO VIRTBIZ BY CUSTOMER FOR THE SERVICES RENDERED BY VIRTBIZ HEREUNDER. IN NO EVENT SHALL VIRTBIZ BE LIABLE TO CUSTOMER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, WHETHER OR NOT VIRTBIZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. WITHOUT LIMITATION OF THE FOREGOING, VIRTBIZ SPECIFICALLY SHALL NOT BE LIABLE FOR (i) DAMAGES CAUSED BY ACTS OR OMISSIONS OF CUSTOMER OR CUSTOMER’S EMPLOYEES OR AGENTS, INCLUDING, WITHOUT LIMITATION, ANY FAILURE BY CUSTOMER TO BACK UP DATA OR INFORMATION BEFORE VIRTBIZ BEGINS RENDERING THE SERVICES OR ANY PORTION OF THE SERVICES OR (ii) THE LACK OF INTEROPERABILITY OF SOFTWARE OR HARDWARE USED BY CUSTOMER.
Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within Dallas County, Texas. Each party, to the maximum extent permitted by law, hereby consents to the jurisdiction and venue of such courts and waives any objection that such party may now have or hereafter have to the jurisdiction or venue of such courts, on the basis of inconvenient forum or otherwise.
Independent Contractor. VIRTBIZ is an independent contractor for all purposes. Neither VIRTBIZ nor its subcontractors, nor the employees or agents thereof, shall be deemed to be employees or agents of Customer. VIRTBIZ may use contractors or other third parties of VIRTBIZ’s choice to assist VIRTBIZ in rendering the Services hereunder. Nothing herein or in the performance hereof shall imply either a joint venture or principal and agent relationship between the parties, nor shall such a relationship be deemed to have arisen under this Agreement.
Survival. All Sections thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding in perpetuity.
Force Majeure. Neither party shall have liability for damages or delays in performance due to natural disasters, power surges or failures, strikes or labor disputes, acts of god, war, civil disturbances, acts of civil or military authorities or the public enemy, or other causes beyond either party’s control.
Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and may be sent by: (i) personal delivery; (ii) registered mail; (iii) expedited delivery service; (iv) facsimile; or (v) electronic mail. Notices to either party shall be addressed to its address indicated on the first page of this Agreement, or such other address as the party may designate through notice hereunder. Notices will be deemed communicated upon receipt, provided that receipt of any such notice is verified through commercially reasonable means.
Entire Agreement. This Agreement is the entire agreement between the parties and supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning VIRTBIZ’s rendering of the Services to Customer. No change, modification or waiver of any of the terms of this Agreement shall be binding unless set forth in writing and signed by both parties.