General Terms and Conditions

General

1. DEFINITIONS AND INTERPRETATION

In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by SYSTEMSEVEN Services LLC the following words have the following meanings:

“After Hours” means 5:01 p.m. (CT) – 7:59 a.m. (CT) Monday through Friday and all day Saturday and Sunday, and including Public Holidays;

“Agreement” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in the Agreement and any corresponding Proposal and Schedule of Services

“Business Hours” means Monday through Friday from 8:00 a.m. (CT) – 5:00 p.m. (CT) excluding Public Holidays;

“Client”, “You” or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears and order is placed, and in any case each of their heirs, successors and assigns;

“Conditions” means these terms and conditions;

“Customer Proprietary Network Information” or “CPNI” refers to the Federal Communications Commission rules governing the access, use and disclosure of certain information that SYSTEMSEVEN obtains from You if We provide You with Voice over IP Select Service.

“Emergency Upgrades” means a fee has been paid by You to Us to expedite service requests to be processed as Critical Priority;

charged pursuant to clause 22.5 as set by Us from time to time;

“Goods” means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things;

“Limitless Service” refers to a Client that has Our Limitless Service or Limitless Plus Service. This level of service may include any of Our Select Services, and does include Our Managed IT Service;

“Order” means any order requested by You to Us for Goods or Services in any form;

“Period” means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and the You as the period during which some Services will be provided;

“Plan” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services (including unlimited support) and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in a Plan Schedule;

“Plan Fee” means a quote provided to You by Us;

“Plan Schedule” means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in its absolute discretion without notice to You;

“Proposal” means a Quote, Proposal, or Schedule of Services provided to You by Us;

“Public Holidays” means any day which is a major public holiday throughout the U.S. other than a bank holiday;

“Quote” means a quote provided to You by Us;

“Rates” means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum meruit basis for any work it has done;

“Rate Schedule” means the schedule of rates, charges and conditions for the services of Ours as set, and as may be varied, by Us from time to time in its absolute discretion without notice to You;

“Reasonable Assistance Limits” has the meaning set out in clause 27.2;

“Required Technology Platform” is Windows 10 Professional (Or better) with TPM 1.2 or 2.0. For Mac: macOS 13 or later;

“Response Time” Response Time is measured as the difference between the time We are first notified of a New Service Request as per the process outlined in our General Terms and Conditions and the time that We start providing Service on the Service Request. We do not count any triage, scheduling or dispatch work when calculating Response Times;

“Return/Cancellation Fee” means a fee charged pursuant to clause 22.5 as set by Us from time to time;

“Select Service” refers to a Client who has one of the many services that SYSTEMSEVEN can offer, excluding our Managed IT Service. Such Services may include but are not limited to: Internet Service, Voice Service, Managed Networking Service, and Managed Email Service;

“Service request” means a request for service such as adds, moves, changes and technical assistance;

“Services” means the provision of any services by Us including Work, advice and recommendations;

“Software” includes software and any installation, update, associated software and any services provided in connection with any of these things;

” Us”, “Our” or “We” means SYSTEMSEVEN Services LLC 80-0127067 and its heirs, successors, and assigns; and

“Work” means anything We may do, provide, customize, produce, or acquire whether in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.

In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:

Words denoting the singular number only shall include the plural number and vice versa;

Reference to any gender shall include every other gender;

Reference to any Act of Congress, Statute or Regulation shall include any amendment currently in force at the relevant time and any Act of Congress, Statute or Regulation enacted or passed in substitution therefore;

Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;

All references to dollars ($) are to the United States Dollar

A reference to time is to Central Time

A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

A reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Conditions;

A recital, schedule, annexure or description of the parties forms part of these Conditions;

A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;

Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

A reference to “includes” means includes without limitation;

A reference to “will” imports a condition not a warranty; and

A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.

2. APPLICATIONS OF THESE CONDITIONS

Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.
The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

3. COMMITMENT TERM

• 3.1 The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the date that all initial Services on Our Quote are installed.
• 3.2 After the expiration of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated by you.

4. TERMINATION

4.1 This Agreement may be terminated by You upon thirty (30) days written notice if We:

4.1.1 Fail to fulfill in any material respect its obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice.

4.1.2 Breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days of receipt of such written notice.

4.1.3 Terminate or suspend our business operations unless it is succeeded by a permitted assignee under this Agreement.

4.2 This Agreement may be terminated by Us upon ninety (90) days written notice to you.

4.3 If either party terminates this Agreement, we will assist you in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay us for rendering such assistance at our normal rates as outlined in our current Rate Schedule.

4.4 Should You wish to terminate this Agreement, You must contact Us via email at billing@systemseven.net at least thirty (30) days (for Select Service Clients) or sixty (60) days (for Limitless Service Clients) before You wish the termination to take effect. Returning Our equipment, completion of a Commitment Term, or cessation of payment does not constitute notification of Termination. This applies to both total account and single Service terminations. If the requested Termination date is to take place before the end of the commitment term, You agree to pay all of the remaining payments up until the end of the commitment term.

1. ACCEPTABLE USE LIMITATIONS AND GUIDELINES

5.1 Service Resources: If You utilize any of Our Services in a manner that consumes excessive resources (including, but not limited to: bandwidth, CPU processing time, memory usage, and/or network resources) for an excessive amount of time, or otherwise negatively affects Our core equipment, overall network performance, or other Client’s Services, We may require that You cease or alter these activities, or upgrade your Service to account for the increased activity. We will be the sole arbiter of what is considered to be an excessive amount of resources, and We reserve the right to suspend or shut down any Services deemed to adversely affect system performance or network integrity.

 5.2 Resale of Services: The resale of Home or Business services is strictly prohibited. Collection of service fees from third party customers on behalf of one of Our Services is allowed only if the Client has subscribed to a Service defined by Us to promote connection sharing of any type. This includes, but is not limited to, both wireless and wired connection sharing.

5.3 No Disruptions: We believe in the right of the individual to publish information that they feel is important to the world via the Internet. Unlike many Internet Service Providers, We allow Clients to run servers (web, mail, etc.) over Your Internet connections. Any Service that causes a disruption in Our network integrity or Our vendors, whether directly or indirectly, is strictly prohibited and could result in termination of service. This may include but is not limited to: Internet Relay Chat servers, adult-content servers, bots, web pages hosted on any of Our servers, servers connected to Our provided Internet Service, or shared networks. We reserve the right to modify or terminate Services at Our sole discretion

5.4 Acceptable Use Guidelines: Client is ultimately responsible for all activity that originates from Your Internet circuit regardless of Your knowledge of such activity. This includes, but is not limited to, activity by employees, visitors, guests, or other users. This also applies to security breaches of Your own system by others who launch attacks from Your machine. It is imperative that everyone with an Internet connection takes proper precautions to ensure the security of their machine. You are liable and accountable for any activity originating from any of Your Services that is deemed to be in violation of Our Acceptable Use Policy.

We vigorously pursue all instances of abuse. If You feel that You have been attacked or spammed, You should notify Our Abuse Department (abuse@systemseven.net) so that appropriate action can be taken.

In the event of activity that could be considered deliberately or otherwise abusive or in violation of this Acceptable Use Policy, We reserve the right to suspend and/or terminate Client’s account and all of Our Services immediately, without advance notice. We reserve the right, at Our sole discretion, to decide what constitutes abuse and Client agrees that Our determination is final and binding on Client. We reserve the right to modify or terminate services at Our sole discretion.

6. ACTIVITIES THAT VIOLATE OUR ACCEPTABLE USE POLICY

6.1 Intellectual Property Rights Infringement, DMCA, and Notice to Copyright Agent: Client may not store material on, or transmit material over, Our information systems or servers in any manner that infringes the intellectual property rights of any entity or individual. All notices received by Us indicating any activity suspected to infringe upon third party intellectual property rights will be re-routed to the primary account holder on file, accompanied by a request to verify and possibly cease and desist. Our policy of service suspension or termination of members deemed to be infringing the intellectual property rights of a third party is in accordance with the Digital Millennium Copyright Act (“DMCA”) as well as U.S. copyright law.

If You believe that Your work has been used in a way which constitutes copyright infringement, by reason of the storage of material on Our system or network or otherwise connected with Our Services, You may provide a notice to Our designated Copyright Agent. The notice must contain all of the following information:

(i) An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest;

(ii) Identification of the copyrighted work claimed to have been infringed;

(iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to permit Us to locate the material;

(iv) The address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;

(v) A representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) A representation that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Copyright infringement claims and notices (but not other notices) should be sent to the attention of Our Network Security in the following manner:

By mail: SYSTEMSEVEN Network Security, 13915 Burnet Rd, Suite 202, Austin, TX 78728

By fax: 361-985-9103

6.2 Denial of Service: The use of Your connection to facilitate any activity that deliberately impairs another entity, individual or machine from accessing its computer or Internet connection is a violation of this Agreement.

6.3 Cracking / “Hacking”: Any Client accessing or attempting to access the machines or accounts of others or any other attempts to breach the security of other systems, regardless of success or failure, is a violation of this Agreement. This also applies to unauthorized mail or web relay/proxy access attempts and port scans.

6.4 E-Mail Spam:Transmission of unsolicited e-mail from anywhere within Our network, distributing unsolicited, commercial, email which advertises any portion of Our network, IP or domain space, hosting content for the purpose of spamming (such as bulk e-mail distribution lists) or providing support services (such as DNS) for anyone intending to conduct such activity, or otherwise failing to comply with the U.S. CAN-SPAM Act of 2003, is a violation of this Agreement.

6.5 Newgroup Spam: Posting of messages to newsgroups that are off-topic or mass posting of messages to news groups is a violation of this Agreement.

6.6 Scripts: Scripts that pose a potential security risk and/or are deemed to adversely affect Our system performance or network integrity will be shut down or removed without prior notice.

6.7 Dissemination of Viruses: Intentional release of malicious software that is an attempt to cause damage or harassment to persons and/or machines is a violation of this Agreement. Repeated demonstrated neglect of equipment on the network which causes malicious traffic or allows unsolicited emails containing virus attachments to be sent to other customers or third parties is a violation of this Agreement.

7. SOURCE ADDRESSES

7.1 All Internet Protocol datagrams which traverse Our infrastructure are required to have valid information in the source address field of the outermost header. You may only emit Internet Protocol datagrams whose source address used in the outermost header satisfies one of the following conditions:

(i) The address has been allocated to You by Us.

(ii) Client has made previous arrangements with Us to permit the use of Provider Independent address space across Your connection. Failure to abide by this requirement is a violation of this Agreement

8. PERSONNEL ABUSE

8.1 Personal threats, sexual harassment, profanity and vulgarities of any sort directed toward Our personnel are a violation and grounds for termination of this Agreement.

9. SUPPORT

9.1 The technical support that We provide is limited to the Services that We provide and assistance with configuring Your computer and/or browser and email applications to work with Our Services. Support for other applications and uses is not provided or implied unless specifically contracted.

10. ACCOUNT INFORMATION & PASSWORD POLICY

10.1 Upon activation of Services, Client may receive a username and password for Our Self-Service Portal and (if applicable) Our Hosted Voice Portal. You and members of Your business are the authorized users of Our services and must comply with this Agreement. You must protect Your account by guarding Your password carefully. You are responsible for all use of Your account(s) and for the confidentiality of any password selected by You. We will suspend or modify Your account(s) as soon as practicable after notification from You that a password has been lost, stolen, or otherwise compromised. You must notify Us immediately if You believe that Your account may be compromised.

11. ACCOUNTS RECEIVABLE, BILLING & INVOICING

11.1 All account payments are processed by SYSTEMSEVEN Services.

11.2 Billing will commence on Client’s Activation Date which is the date that Your Services are made available to You. Client will be financially responsible for all service time thereafter unless We are notified within a timely manner of an outstanding issue which We deem to justify service credit. All additions to Client’s existing service package are recognized as non-refundable regardless of usage. Service fees may include applicable state and federal taxes and fees as well as recovery fees in addition to the advertised rate.

11.3 We charge for our service continuously regardless of whether You are using it because We continues to maintain Your connection, reserve IP space, accept mail and keep files You have saved in Your account on Our servers. This is also true of accounts that are Suspended due to non-payment.

12. INVOICES AND PAYMENT

12.1 Clients will be emailed a monthly invoice unless alternative billing arrangements have been made.

12.2 Customer may keep a bank account or credit card on file with Us for Automatic Payments. To update Your bank account or credit card information, or to turn on or off the Automatic Payment of Your account, You may update the information in our online Self-Service Portal at https://my.systemseven.net. You may also contact Our Billing department at billing@systemseven.net. We will make every effort to process Automatic Payments from Your bank account or credit card within 7 working days of each invoice’s due date. We reserve the right to charge the credit card on file if Your payment fails to process through the Automated Clearing House (ACH) or if Your account, regardless of Automatic Payment status, remains past due.

13. LATE PAYMENT AND BILLING DISPUTES

13.1 Acceptance of late or partial payments (even if marked “Paid in Full” or with other such verbiage) shall not waive any of Our rights to collect the full amount of Your charges for the Service. You must notify Us by email within seven (7) days of the Invoice’s due date if You dispute any of Our charges on that Invoice or such dispute will be deemed waived. Billing disputes should be emailed to Our Billing department at billing@systemseven.net.

13.2 You agree to reimburse Us for reasonable attorneys’ fees and any other costs associated with collecting delinquent or dishonored payments. If charges cannot be processed through Your bank account or credit card, We will charge You an additional 8% of the remaining invoice balance. If the state law where You receive the Service requires a different fee, We will charge Customer that amount.

14. REPRESENTATIONS

14.1 You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.

15. NOTICES

15.1 Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.

16. GOVERNING LAW

16.1 The Conditions shall be governed by and construed in accordance with the laws of The State of Texas and the parties submit to the non-exclusive jurisdiction of the Courts of The State of Texas.

17. DISPUTE RESOLUTION

17.1 Mediation. At Our option, all Disputes which are not first resolved through the informal dispute resolution procedure set forth above under clause 4.1.1 must next be submitted to mediation in Austin, Texas under the auspices of the American Arbitration Association (“AAA”), in accordance with the AAA’s Commercial Mediation Rules then in effect. You may not commence any arbitration or litigation action against Us or our Affiliates with respect to any Dispute unless We fail to exercise our option to submit such Dispute to mediation, or such mediation proceedings have been terminated either:

17.1.1 as the result of a written declaration of the mediator(s) that further mediation efforts are not worthwhile.

17.1.2 as a result of a written declaration by Us. Our rights to mediation, as stated in this Agreement, may be specifically enforced by Us, at our sole option. Each party shall bear its own cost of mediation and the parties shall share mediation costs equally.

17.2 Costs. The non-Prevailing Party or Parties in a Dispute shall pay the reasonable expenses (including attorneys’ fees) of the Prevailing Party or Parties and the court costs of the litigation. “Prevailing Party” shall mean a Person who substantially obtains or defeats the relief sought in a final, non-appealable judgment for the reasonable expenses of attorneys’ fees and all costs and disbursements incurred therein by the prevailing party, including, without limitation, any such fees, costs or disbursements incurred on any appeal from such action or proceeding. The prevailing party shall recover all such fees, costs or disbursements as costs taxable by the court in the action or proceeding itself without the necessity for a cross action by the prevailing party. In addition to the foregoing award of attorneys’ fees, costs and disbursements to the prevailing party, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs and disbursements in any post judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the expiration of the Term.

18. ASSIGNMENT

18.1 You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.

19. VARIATION OF THESE TERMS AND CONDITIONS

19.1 We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.

19.2 In the case of an inconsistency or conflict between Terms and Conditions of an applicable Quote and/or Order, the governing order of precedence will be: (1) the Order, (2) any applicable Order Addendum, and (3) the SYSTEMSEVEN General Terms and Conditions.

Goods and Services

20. QUOTES

20.1 Term and effect: Quotes will only be valid for 7 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not create a binding contract between You and Us.

20.2 Quote is valid for 7 days only. Expiration dates on quotes are set to be able to inform Us when the quote is still active or to be discarded. Once discarded the quote will need to be requested again.

20.3 Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as ‘final’ as soon as both parties agree with the final price after any last changes requested by You.

20.4 The price in the final quote may vary from the original request if there is any price or product changes requested by You. We reserve the right to alter product and prices in the quote if the quote has not been confirmed with You.

20.5 Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.

20.6 Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.

20.7 The general minimum turnaround time for Quote request to be actioned is usually 24 hours. If a quote is required urgently, please let us know so that we can respond to it accordingly.

20.8 When a special price or discount offer has been applied to a Quote, no other special promotion, discount, or bonus offer will be applicable.

20.9 If products in the Quote are subjected to any price and supply fluctuations that is outside of Our control, We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.

20.10 Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavor to honor every price quoted, if there is a price increase that is beyond our control, We reserve the right to increase the price as necessary.

20.11 Once a Quote has already passed the expired date, We may cancel the quote or estimate without having to notify or receive an approval from You.

20.12 ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.

20.13 Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.

20.14 We do not keep inventory and as such only order items once we receive a completed order from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned.

20.15 Prices are based upon total Quote Purchase.

20.16 Unless specified, all items on quote are covered by manufacturer’s warranty covering parts and labor for hardware only on a return to depot basis.

20.17 Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, e.g. where the Goods or Services become unavailable, or the cost price of Goods or Services increases after the date of the Quote.

21. ORDERS

21.1 Order forms: You may place an Order for Goods and/or Services with Us. Normally, We will require that You provide either a completed Order form or You approve the quote electronically via either an email or a web based system with the date and Your details, including Your full legal name or description and any applicable ABN or ACN number (including the full name or description of any person on whose behalf the order is placed), Your address together with any relevant Quote number and date.

21.2 Approval of Orders: You will need to sign the Order or have it duly executed on Your behalf, unless the Order is sent by email or via the web based ordering system, in which case the Order will be treated or deemed as if signed by or on behalf of You by the person whose name appears as the sender of the email or submitter of the form.

21.3 Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web-based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favor of Us to be:

21.3.1 signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and

21.3.2 duly authorized by the person on whose behalf the Order is placed or apparently placed.

21.4 Acceptance and Orders: An Order has no effect unless or until it is accepted by You in writing and, until We have received from You payment in clear funds for the Order and any related freight, delivery and (where applicable) in-transit insurance costs in clear funds.

21.5 No obligation to deliver: We are not obliged to deliver any Order until we have received payment in clear funds from You for the Order, any related freight, delivery and (where applicable) in-transit insurance costs or where We are unwilling or unable to complete the Order for any reason provided it refunds any payment made by You in respect of the Order.

21.6 Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You hereby consent to Us undertaking a credit reference check in respect to You.

21.7 Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods and that such dispatch often occurs the same day as the Order is placed by Us.

21.8 Processes and Procedures: We have processes and procedures that We follow during the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time.

21.9 Installation Policy: We are not responsible for loss of income or time due to an Order not being completed with the time frame desired, service outages, missed Third Party technician appointments, and/or Service Request dispatches.

For an installation appointment, if there is no one present at the scheduled time of the technician visit, and notification was not provided to Us at least two (2) business days in advance, there will be a Missed Appointment Fee charged. Similarly, a No Access Fee will be charged if a technician is denied access to the necessary workspace due to a locked facility or by the actions of others.

If Inside Wiring is authorized during Order placement, You are financially responsible for any and all applicable Inside Wiring Fees. If You choose not to pre-authorize Inside Wiring work and it is determined that additional wiring is needed to complete Your installation, it is Your responsibility to ensure the necessary wiring is completed by You or a third-party vendor. The Installation technician will supply any necessary Customer Premise Equipment, and service will be considered Activated once it has is verified as running and accessible by You.

21.10 IP Allocation: Public IP addresses are assigned as needed, and depending on the purchased Service, are available in blocks of 1, 5 and 10. Additional Public IP address fees are billed for the entire block; e.g. if Client has a block of four Public IP addresses and needs two more IP’s, Client will need to purchase a block of 10 Public IP addresses for a monthly charge to replace their original block of 5 Public IP addresses.

It is imperative that You use the IP addresses assigned to You. We retain the right to randomly audit and reclaim any unused IP addresses assigned to You. In addition, We reserve the right to re-allocate or re-assign Public IP Addresses as necessary at Our sole discretion.

If Your IP needs exceed the amount included in Your current Service, You should submit a request for additional Public IP’s via email to support@systemseven.net or by calling 855-902-9100.

22. PRICING AND RATES

22.1 Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).

22.2 Rates Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.

22.3 Vary Rates: We reserve the right vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in its absolute discretion and without notice to You.

22.4 Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.

22.5 Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by Us.

22.6 Expenses: You must pay any out-of-pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges and call-out fees, upon written demand. Such expenses will include travel costs, flights, car hire, fuel, insurance, taxi fares, accommodation and related meal allowance, tolls, and car parking expenses. Where appropriate, We will obtain prior written authorization from You before such expenses are incurred.

22.7 Separate charges for Goods and Services: We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.

22.8 Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.

22.9 Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in our absolute discretion, vary any of Our Rates.

22.10 Pre-Paid Blocks of Service: Where You agree to buy Pre-Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services. Each such rate being less any discount agreed in writing between Us and You in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:

22.10.1 are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and

22.10.2 are only provided by Us during the applicable Period. Where Services are provided for a specified Period:

22.10.2.1 the Services remaining unused for that Period cannot be rolled over into any subsequent Period; and

22.10.2.2 We are not liable to refund, re-imburse, pay damages or otherwise compensate or indemnify You in respect of those unused Services.

23. SERVICES AND PLANS

23.1 Service and Plan Variations: Currently, We offer the Services and Plans referred to in the Rates Schedule and any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.

23.2 Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for Plans and are available to Clients participating in the Plan.

24. CONTRACTING

24.1 We may subcontract any or all the Services to be performed but shall retain prime responsibility for the Services under these terms

25. DELIVERY, TITLE AND RISK

25.1 Delivery liability: We will use all reasonable endeavors to dispatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.

25.2 Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.

25.3 Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause 25.3 will affect title to the Goods.

25.4 Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 25.3.

25.5 Retention of Title: Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:

25.5.1 title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;

25.5.2 You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;

25.5.3 You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;

25.5.4 Where You sell the goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);

25.5.5 We may, without prior notice, enter into any premises where We suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods not the property of Ours) and for this purpose, You hereby irrevocably authorize and direct Us (and Our employees and agents) to enter into such premises as its duly authorized agent and You hereby indemnify and hold harmless Us from and against any costs, claims, allegations, demands, damages or expenses or any other acts or omissions arising from or in connection with, such entry, repossession or removal.

25.5.6 You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this clause 25.5.

26. RETURNS AND CLAIMS FOR GOODS AND SERVICES

26.1 General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.

26.2 Customized Goods not returnable: Where Goods have some element of customization for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.

26.3 Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery, You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.

26.4 Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.

26.5 Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.

26.6 Consequences of use, installation, customization, or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customized or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).

27. COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE

27.1 Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavors to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of our Services to You.

27.2 Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customization of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.

27.3 Recommendations, suitability, functionality, and fitness for purpose: The parties acknowledge that:

27.3.1 We may recommend that You purchase Goods provided by third parties from time to time;

27.3.2 Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used, or some function sought to be fulfilled;

27.3.3 You acknowledge that We have no control over many factors involved with the suitability, function, or fitness for purpose of Goods in an existing or new computer environment, e.g.

27.3.3.1 the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or

27.3.3.2 the behavior of third-party supplier, e.g. in relation to support;

27.3.4 You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;

27.3.5 You acknowledge that the Services provided by Us may involve the very task of seeking to customize Goods so they may be fit for particular purposes and that customization may be a very substantial project in itself;

27.3.6 Accordingly, You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:

27.3.6.1 decisions as to whether or not to follow recommendations by Us;

27.3.6.2 decisions as to whether to purchase or customize Goods or obtain Services for that or any other purpose; and

27.3.6.3 any failure or defect in suitability, function, or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person.

27.3.7 Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavors to achieve those outcomes.

27.4 Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.

28. FORCE MAJEURE

28.1 Force Majeure: If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.

28.2 We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lockouts, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.

29. PRODUCT SPECIFICATIONS

29.1 Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.

29.2 Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.

30. WARRANTIES

30.1 Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal directly with such manufacturer rather than Us for all claims covered by such warranties.

30.2 No claim for manufacturer’s default: You shall indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties in respect of the Goods.

31. LIABILITY

31.1 EXCLUSION: EXCEPT AS SPECIFICALLY SET OUT HEREIN AND SO FAR AS MAY BE PERMITTED BY LAW, ANY TERM, CONDITION OR WARRANTY IN RESPECT OF THE QUALITY, FITNESS FOR PURPOSE, CONDITION, DESCRIPTION, ASSEMBLY, MANUFACTURE, DESIGN OR PERFORMANCE OF THE GOODS OR SERVICES, WHETHER IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE, CUSTOM OR OTHERWISE, IS HEREBY EXPRESSLY EXCLUDED.

31.2 No liability for program or data loss: You shall indemnify and hold Us harmless in respect of any allegation, claim, loss, or expense of Yours or any third party for any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are solely responsible for backing up Your programs and data to mitigate Your own potential loss of programs and data.

31.3 Limit on consequential damage: You shall indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to You or any third party.

31.4 Limit on damage from a failure in supply: You shall indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.

31.5 General limit on liability: Except as otherwise expressly stated in these terms and conditions, We are not liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Us) which is suffered or incurred by You in connection with:

31.5.1 Goods or Services provided to You or any Work;

31.5.2 these Terms and Conditions;

31.5.3 Your use of Our website (including the use of a credit card or other debit device) or any linked website;

31.5.4 the non-availability of Goods or Our Services for any reason;

31.5.5 any act or omission of Ours or the provision of inaccurate, incomplete, or incorrect information by You, or

31.5.6 for any other reason whatsoever.

31.6 Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 21.5 does not apply to that liability and Our liability for any breach of that condition or warranty is limited to Our doing any one or more of the following (at its election):

31.6.1 replacing the Goods or supplying equivalent Goods, Services or Work;

31.6.2 repairing the Goods or the Work;

31.6.3 paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or

31.6.4 paying the cost of having the Goods or the Work repaired.

31.7 Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting, or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.

31.8 Severance: If any provision contained in the Conditions is unlawful, invalid, or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.

32. ERRORS AND OMISSIONS

32.1 We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.

Our Responsibilities

33. PRIVACY STATEMENTS AND YOUR RIGHTS

33.1 We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use it for any such purposes (“Authorized Purposes”).

33.2 You are required to provide your personal information to Us for Authorized Purposes.

33.3 We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to You, to verify the information You provide, for inquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.

33.4 Otherwise, We will not disclose Your personal information without Your consent unless authorized by law.

33.5 Should a non-affiliated company require Customer’s personal information, Customer’s permission will be initially obtained, unless seeking Customer’s permission is inconsistent with legal guidelines or legal requirements.

33.6 Notwithstanding the above policies, as it pertains to CPNI, you have the right to restrict SYSTEMSEVEN from accessing, using, or disclosing CPNI in certain circumstances. More information can be found at https://www.fcc.gov/protecting-your-personal-data regarding your CPNI rights.

33.7 Your personal information will be held by Us at Our Principal Place of Business and You can contact Us to request to access or correct it.

33.8 We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.

34. OUR WEBSITE

34.1 We make no representations or warranties in relation to information available on Our website, including without limitation:

34.1.1 that the information on Our website is complete or correct;

34.1.2 that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that We endorse any internet site linked to Our website or any third-party products or services referred to on Our website.

35. INSURANCE COVERAGE

35.1 We will maintain at Our own expense, commercial general liability insurance for personal injury and property damage for a general aggregate of $2,000,000. At Your request We will provide You with certificates, including renewal certificates evidencing such coverage within thirty (30) days of commencing this Agreement, at every renewal and at other times as may be reasonably requested by You.

Your Responsibilities

36. LODGING OF SERVICE REQUESTS

36.1 In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging of Service Requests.

37. ACCESS TO SYSTEMS, SITES AND PEOPLE

37.1 In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.

37.2 You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users’ desktops, and control Your PC’s. This may require that devices are left on overnight or weekends.

38. THIRD PARTY AUTHORIZATIONS

38.1 At times We may need to contact Your third-party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorization for Us to deal on Your behalf. It is Your responsibility to ensure that We can deal freely with these providers.

39. PAYMENT, LATE PAYMENT AND DEFAULT

39.1 Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing), by credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.

39.2 40 days late: Where You fail to pay an invoice within forty (40) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You. If Service is discontinued in this manner, all files will be removed from Our servers without further notice and any applicable disconnection Fees will be applied and due at that time.

39.3 Reconnect Disconnected Service: If You wish to reinstate service with Us after Services have been disconnected for any reason, You will be subject to any and all installation and setup charges in effect at the time of order placement, as well as any pertinent outstanding charges from Your former account.

39.4 Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys which would have become due by You later shall be immediately due and payable without any further notice to You. Collectively, all these moneys are referred to in these Conditions as a “Sum Due”.

39.5 Interest: If payment of any Sum Due is not made on time, We may charge interest daily on the Sum Due at the maximum rate allowed by law, calculated and charged daily on and from the due date until the Sum Due is paid in full.

39.6 Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:

39.6.1 first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonored check fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;

39.6.2 secondly, in or towards payment of any interest due or payable hereunder, and

39.6.3 thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.

39.7 Security: We may require You to provide security over Your property (including the Goods or any other property of Yours) as collateral to be held as security for any Sum Due or as a condition precedent to the continuation of supply of Goods or Services by Us to You.

39.8 Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.

39.9 Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due or the creation, perfection or enforcement of any collateral held or to be held as security for any Sum Due.

39.10 Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.

40. NON-SOLICITATION OF CLIENTS AND EMPLOYEES

40.1 You agree that employees are one of Our most valuable assets, policy and professional ethics require that Our employees not seek employment with or be offered employment by You during engagement and for a period of two (2) years thereafter (or the maximum amount permissible by a Court). Likewise, We agree to not solicit Your employees without Your written consent. Should Your employee reach out to us directly, we will advise You of such communication and ask for consent prior to any offer for employment.

40.2 You agree that Our damages resulting from breach of this clause 39.1 would be impracticable and that it would be extremely difficult for Us to ascertain the actual amount of damages. Therefore, in the event You violate this provision, You agree to immediately pay Us $20,000.00 as liquidated damages and We shall have the option to terminate this Agreement without further notice or liability to You. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs We would incur to identify, recruit, hire and train suitable replacements for such personnel.

41. SOFTWARE

41.1 All Software licenses are the responsibility of You and not that of Us. It is the duty of Yours to store all licenses for all Software used, so that they can be reproduced if and when required. This includes all Software installed by Us, with the exception of those software’s included in Limitless or Limitless Plus Services. See Appendix D, Approved Software List, on Our Managed Service Agreement.

41.2 You indemnify and hold Us harmless against any claim, allegation, loss, damage, or expense arising directly or indirectly from:

41.2.1 any unauthorized Software use by You;

41.2.2 any breach of any Software license in respect of Software provided to Us by You to be installed on one of Your computers;

41.2.3 Us installing Software at Your location where You are not authorized to use the Software; and

41.2.4 any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.

41.3 All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.

41.4 We may modify from time to time, and in any way, without limitation, any Software used to provide You with Our services. Certain changes to Our Services may affect the operation of Your personalized applications and content. While We will work with You to provide proper notice of such changes, You are solely responsible, and We are not liable, for any and all such personalized applications and content, except as expressly agreed to by Us.

42. COPYRIGHT AND CONFIDENTIALITY

42.1 Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as If such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs, or expenses in connection with such breach of warranty by You.

42.2 Retention of title: All copyright and other intellectual property rights in any Work created, commissioned, or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.

42.3 Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.

42.4 You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.

42.5 As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.