TVSS's Standard Terms and Conditions.
These Terms and Conditions (“Agreement”) shall apply to the services and products provided by The Virtual Summit System, Dauntless LLC, Brodie Consulting Group LLC, Ray Brehm, and Paul Brodie (“TVSS”) to customer (“Customer”) as indicated on the Order incorporated herein by reference (the “Order”).
TVSS hereby agrees to provide the products and services (Services”) to the Customer as specified in the Order. Customer agrees to abide by these terms and conditions of this Agreement and to pay all fees, taxes, shipping, and any related surcharges set forth in or applicable to each Order and invoice.
Customer acknowledges and agrees that TVSS is hereby authorized to purchase equipment listed in the Order for the Customer’s behalf and that such equipment, software and systems may be delivered to TVSS to be configured and tested, or to the Customer’s premises, directly, and to reimburse TVSS for such.
TVSS will either configure the equipment at TVSS or the Customer’s premises and will design and install such equipment in accordance with the Order. Customer acknowledges that in order to provide the Services, TVSS may need to install certain facilities, including but not limited to cables, equipment, wiring, conduit, racks, and any associated software at each premise identified in the Order (the “ Premises”), and will need access from time to time to the Premises for installation, repair, maintenance and or removal. Customer will cooperate with or assist TVSS in obtaining the right to install the equipment in the Premises not controlled by Customer, and hereby grants TVSS unfettered access to the Premises controlled by Customer as reasonably requested by TVSS from time to time. If the property on which the Premises are located is owned by a third party to this Agreement, this Agreement shall be expressly contingent upon TVSS’s ability to secure a right of entry to said property. In the event Customer owns the property on which the Premises are located, Customer shall execute and attach hereto the “Right of Entry” license agreement, if needed.
The term of this Agreement will be one (1) year from the date signed.
NORMAL SERVICE HOURS:
Monday through Friday between 8:00 am and 6:00 pm (excluding Holidays). After hours and weekend work will only be performed in case of emergency situations (cessation of major business process) or as part of a pre-planned maintenance or separate
4. REGULAR MAINTENANCE WINDOW:
TVSS will schedule regular and automated maintenance tasks during non-business hours and on weekends.
5. NO POST SUMMIT WORK INCLUDED
6. ALERTS & EMAIL NOTIFICATIONS:
TVSS will set up pre-defined alerts for business critical functions which will report to key individual(s) at TVSS. These alerts are normally in the form of an e-mail.
TVSS will communicate with you via email.
a. Customer agrees to pay the TVSS labor component of the Services according to payment plan selected.
b. Customer agrees to purchase Kartra subscription and any other necessary common digital business tools necessary.
c. The terms of payment for each TVSS invoice related to this Order is net thirty (30) days from date of invoice.
c. Payments shall be made by check, credit card, or other acceptable means, such as electronic transfer, payable to TVSS
d. Interest will accrue on past-due balances at the lower of: (i) one and half percent (1.5%) per month, or (ii) the highest rate permitted by applicable law.
e. There are absolutely no refunds.
9. WARRANTY AND LIMITATIONS:
TVSS warrants that Services will meet the specifications set forth in the Order, including the Exhibits. In the event of any failure of the Services to meet the specifications, TVSS will provide support and maintenance to Customer and work to assure the technology works correctly. We make no guarantee of income, audience building, number of attendees (or registrants) or speakers to appear or/and promote your event.
EXCEPT AS SET FORTH IN SECTION 9, TVSS MAKES NO WARRANTIES TO CUSTOMER WITH RESPECT TO THE SERVICES, EXPRESSED OR IMPLIED; TVSS HERBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
10. LIMITATION OF LIABILITY:
a. TVSS shall have no liability whatsoever for any damage, loss, or destruction to the Customer unless such damage, destruction or loss is due to gross negligence or willful misconduct by TVSS.
b. In no event shall either party or any of TVSS’s suppliers be liable for any lost data, loss of revenue, lost profits, costs of procurement of substitute products or services, or any indirect, consequential, incidental, or special damages, however caused and on any theory of liability (including negligence or tort) arising out of this Agreement, or the Services provided hereunder, even if such party has been informed of the possibility of such damages. Customer agrees and acknowledges that the amounts payable hereunder are based in part upon these limitations, and further agrees that limitations shall apply to any remedy.
TVSS and Customer agree to indemnify and hold harmless the other, their respective officers, agents, employees, contractors, subcontractors, suppliers, invitees and representatives, from and against any and all third party claims of loss, damages, liability, costs and expenses (including reasonable attorneys’ fees and expenses) arising, directly or indirectly, in whole or in part, out of their performance or failure to perform under this Agreement.
12. FORCE MAJEURE:
Customer acknowledges that TVSS’s ability to provide the Services may be impeded by events or actions outside of TVSS’s reasonable control, including, without limitation, acts of God, floods, fires, hurricanes, earthquakes, acts of war, labor actions, failure of third-party suppliers, changes in applicable laws and regulations, or any similar action or event (“Force Majeure”).
TVSS shall not be responsible to Customer for any failure to provide the Services due to a Force Majeure. Customer shall not be liable for payment of the Services during any Force Majeure period during which TVSS was unable to provide such Services.
Any provision of this Agreement which is prohibited or unenforced-able in any jurisdiction shall, as to each jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereto or affecting the validity or enforceability of such provision in any other jurisdiction.
This Agreement shall be binding upon and is intended to inure for the benefit of the parties and their respective successors and assigns. Customer shall not have the right to assign or otherwise transfer its rights hereunder or any interest therein without the prior written consent of TVSS.
15. NON-SOLICITATION OF EMPLOYEES:
a. During the term of this Agreement and for one (1) year after the termination of this Agreement, neither party will, directly or indirectly, solicit or cause to be solicited any employees of the other for the purpose of hiring them or inducing them to leave their employment. Any such solicitation will entitle the aggrieved party to cancel this Agreement immediately.
b. In the event that either party hires an employee of the other in violation of (a) above, the hiring party agrees to pay to the other party, as liquidated damages and not as a penalty, an amount equal to one year’s salary at the original employer, for each such person hired.
All claims arising out of this Agreement shall be resolved by arbitration in accordance with the then current rules of the American Arbitration Association. The arbitrator’s decision and award shall be final and binding and may be entered in any court with jurisdiction. Under no circumstances will the arbitrator be authorized to award punitive damages. The arbitration will be held in Dallas, Texas, unless mutually agreed to by the parties.
17. GOVERNING LAW:
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law.
18. NO WAIVER:
The failure of either party at any time to enforce any right or remedy available to it under the Order with respect to any breach or failure by either party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by either party.
TVSS acknowledges that in the performance of the terms and conditions of the Agreement, TVSS may receive or have access to information, which is confidential or proprietary (“Confidential Information”) to Customer. Such Confidential Information may be written, oral, recorded, or contained on tape or on other electronic, mechanical or visual media. Confidential Information however, shall not include information which:
a. is already rightfully known to TVSS prior to the time it is disclosed to TVSS under this Agreement;
b. is in or has entered the public domain through no breach of this Agreement or other wrongful acts of TVSS;
c. has been rightfully received from a third party without breach of a known obligation of confidentiality;
d. is independently developed by TVSS without breach of this Agreement; or
e. has been approved for release by written authorization by Customer. TVSS agrees that all Confidential Information shall be treated as such and will not be disclosed by TVSS to any third party or entity, or in any manner used by TVSS except in the performance of its duties and responsibilities under this Agreement.
The provisions of this Agreement regarding Warranty and Limitations, Indemnification, Arbitration, and Survival will service the expiration or termination of this Agreement.
21. ENTIRE AGREEMENT:
The Order, the Exhibit(s), this Agreement, and any addenda or amendments signed by both parties, shall constitute the entire understanding of the parties related to the subject matter hereof. In the event of any conflict between, either, (i) the Order or this Agreement; and/or (ii) any Customer purchase order, the Order and this Agreement, the terms and conditions of this Agreement and TVSS’s Order shall control.
By purchasing the service the parties acknowledge and agree to the services stated above, which shall be governed by TVSS's Standard Terms and Conditions. These terms and conditions are subject to update periodically.