IT Systems Solutions, Inc. (“Contractor”) shall provide services to you (“Customer”) only on the Terms and Conditions set forth below (the “Terms”).

  1. Customer hereby agrees to engage Contractor for services (the “Services”) consisting of items indicated in the quotation and/or estimate provided to Customer. If not mentioned in the quotation or estimate it is presumed not included and a separate written agreement must be reached for additional services.
  2. For the services rendered by Contractor, Customer will compensate Contractor at the rate indicated in the quotation or estimate provided to Customer. Contractor will invoice Customer on a monthly basis or upon completion of the job on one time matters and the invoice will be due upon receipt.
  3. In connection with providing the Services hereunder, Contractor will only be reimbursed for expenses that have been approved in advance, such as materials, hardware and software. Customer hereby approves in advance all costs associated with travel, parking, and other reasonable costs and/or expenses associated with Contractor having access to Customer’s location in order to accomplish Customer’s work.
  4. Contractor will charge Customer 15% of surcharge of the value of the procured materials, hardware and software for administering the purchase of these goods. This surcharge will only be applied with the advance approval from Customer for the material, hardware or software. Contractor will do its best to administrate any needed purchases within the allotted time in this Agreement.
  5. By engaging Contractor to provide the Services, Customer expressly authorizes Contractor to perform the Services hereunder to Customer’s computer systems and Customer grants Contractor access to Customer’s data for such purpose. Customer agrees that Contractor may accept any End Use license agreements on Customer’s behalf.
  6. Except to enforce the terms of this Agreement, Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any data or information relating to the business of Customer which would reasonably be considered to be proprietary to Customer including, but not limited to, accounting records, business processes, and Customer records, and all other information that is not generally known in Customer’s industry (“Confidential Information”) which Contractor may inadvertently obtain by virtue of providing Services for Customer, except as authorized by Customer.
  7. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced by Contractor will be the property of Contractor. Customer may be granted a non-exclusive limited-use license of this Intellectual Property. Any software produced during the Term of this Agreement may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies. Title, copyright, intellectual property rights, ownership and distribution rights of the Intellectual Property remain exclusively with Contractor.
  8. In providing Services, it is expressly agreed that Contractor is acting as an independent contractor and not as an employee of Customer.
  9. Customer acknowledges that Contractor will only indemnify Customer for losses, damages and expenses incurred by Customer due to the active negligence of Contractor, and only to the extent that the amount does not exceed the amount Customer paid to Contractor as compensation for Contractor’s work.
  10. Contractor will attempt to assist Customer with better computer systems to improve Customer’s efficiency. These systems are implemented to help businesses better utilize their networks and work efficiently; however, the confidentiality and security of Customer’s data is and remains Customer’s responsibility. Contractor is not liable for any pre-existing networks that have not been worked on by Contractor. Contractor is not responsible for internet speed, unstable connections or any data that may be lost due to Customer’s user error. Contractor is not responsible for any viruses, ransomware attacks, malware, or any type of cybersecurity attack due to Customer’s user error or other third-party influence.
  11. When working on data retrievals, Contractor does not guarantee either a successful partial or complete data retrieval.
  12. In the event that legal action is brought to enforce or interpret these Terms, the prevailing party will be entitled to recover, in addition to any other damages or award, all reasonable attorney’s fees and costs associated with the action in an amount not to exceed $15,000.
  13. Contractor may voluntarily, or by operation of law, assign or otherwise transfer its rights and obligations under these Terms without the prior written consent of Customer to any person or entity so long as that person or entity has the appropriate level of skill and knowledge surrounding the Services.
  14. Customer acknowledges that there is no representation, warranty, collateral agreement or condition affecting these Terms except as expressly provided in these Terms. Upon execution of these Terms, any and all prior or contemporaneous oral or written agreements between the parties are null and void.
  15. These Terms and the performance of Services by Contractor, and all suits and proceedings shall be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of California, without regard to the jurisdiction in which any action or special proceeding may be instituted. Venue shall be Los Angeles County Superior Court.
  16. If any of the provisions of these Terms are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed.
  17. The waiver by either party of a breach, default, delay or omission of any of the provisions of these Terms by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.