The foregoing are the standard terms and conditions to any agreement Technijian, Inc. (hereinafter referred to as “Technijian”) may have with its’ Client(s)
These standard terms and conditions may be changed, amended, and or modified at the sole discretion of Technijian. Any change, amendment, and/or modification of these standard terms and conditions shall apply to all past and future services provided by Technijian to Client regardless of when the Client first contracted and/or agreed to the services provided by Technijian. Upon any change, modification, and/or amendment to these standard terms and conditions, Technijian shall notify each Client by e-mail that there has been a change, amendment, and/or modification to the standard terms and conditions. Each Client may choose to terminate their services with Technijian without penalty in the event they do not agree/accept the change, amendment, and/or modification of the standard terms and conditions.
These standard terms and conditions of Technijian are hereby incorporated by reference to any Agreement that Client may have with Technijian.
Client is solely responsible for complying with all laws and regulations regarding any Services provided by Technijian for Client at Client’s location(s).
Client shall be solely responsible for managing the confidentiality and security of Client access to any Services including but not limited to passwords and account credentials
Client agrees that Technijian’
Client agrees that it shall not sublicense, distribute, sell, lease, rent, loan, or otherwise transfer the Services to any third party.
Client agrees that it shall not modify or create derivative works from the Services, and it shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from the Services; and
Client agrees that they are solely responsible for the security of their data on their computers and/or servers.
Client Data Ownership
Client has the sole property ownership of all Data archived and/or placed with Technijian, no legal or equitable right, title, or
Client hereby gives all necessary permission to Technijian to perform the Services under any Agreement Client may have with Technijian.
Implementation of any of the applicable Services may include but are not limited to activating the archiving services to Client’s email server(s), populate Client’s end users in the
The implementation process does not include professional engineering services needed to assist Client’s legacy email or file archiving, indexing, and file migration processes that will require the legacy data to be imported or migrated into the archive from Client’s email server(s), individual users’ desktops, or other locations in the network, which is invoiced as the Data Ingestion Process; nor does the process include email restoration, file conversion or un-stubbing the emails, attachments or files back to the email or file servers, the processes will require Technijian Professional Engineering Service Team to support with a fee.
Should any Agreement be terminated with Client for reasons not related to any termination under section twenty-seven (27), Client understands that Technijian shall provide Client with ten (10) days’ notice that any Client data and/or software archived and/or placed with Technijian shall be deleted from Technijian servers.
Client hereby agrees to provide 30 days’ written notice to Technijian if Client desires to terminate their services with Technijian during the term of Client’s agreement.
Client hereby agrees to provide
Should Client desire to terminate any agreement they may have with Technijian for any reason whatsoever, Client hereby agrees and acknowledges s that Technijian shall authorized to bill Client on the new average amounts of service hours performed by Technijian on the final invoice to Client pursuant to Client’s agreement with Technijijan and Client shall be obligated to pay said invoice.
Should any Agreement that Client may have with Technijian be terminated pursuant to this section four (4) and/or section twenty-seven (27) prior to the termination date of said Agreement, Client shall be liable to pay Technijian the total amount that would be charged/billed by Technijian through the termination date of the Agreement pursuant to the pricing defined in said Agreement.
Upon Client’s written request, Technijian may grant an Extension for Client to access data archived and/or placed with Technijian.
The Extension shall not be longer than ninety (90) days from the date of termination of the Agreement.
Any Extension requested by Client shall be made by written notice to Technijian no later than fifteen (15) days prior to the expiration of the Agreement.
Should Client fail to submit to Technijian any payment required for
Should Client desire Technijian to store or transfer any Client data archived and/or placed with Technijian, Client shall provide Technijian written instructions regarding any storage and/or transfer of Client’s data and pay Technijian any applicable fee for any storage and/or transfer at Technijian’ s prevailing rates.
Technijian shall have no obligation whatsoever to store and/or archive new Client data post termination of any Agreement or during any Extension period.
Phone and email support is available Monday through Friday, 9:00 am to 5:00 pm Pacific Standard Time excluding weekends and observed U.S. Holidays. Support availability may occasionally vary from stated hours due to downtime for systems and server maintenance, company events, and circumstances beyond the control of Technijian. Phone support requests will be handled in the order in which they are received. E-mail support requests will be processed within one (1) business day.
Services will be provided, to Client in accordance with the terms and conditions of their Agreement.
Technijian shall be in no way responsible for any loss or corruption of software used pursuant to the Services and loss or corruption of Client data archived and/or placed with Technijian in any event.
Storage Capacity, Data Transfer, and Server Resources
Certain Services have allotments for storage capacity of
Client understands that bandwidth amounts are an estimate by Technijian
Software and Updates
Should any of the Services provided to Client under any Agreement Client may have with Technijian require any software and applicable updates, Technijian hereby grants Client a limited, nonexclusive, nontransferable, revocable license to use any software and applicable updates solely for use of the Services. Client’s license to use any software and applicable updates shall be automatically revoked if Client is in breach of their Agreement with Technijian or are in violation of any of terms of the Agreement and these standard terms and conditions.
For any applicable Services used by Client, Technijian will use industry standard practices to ensure that all pre-installed software is correctly configured. In case there is more than one way to configure any software, Technijian will choose the configuration it determines, in its sole discretion, to be the most appropriate. Technijian will install security patches, updates, and service packs as soon as practical. Software updates may change system behavior and functionality and as such may negatively affect Client’s
Technijian may be required by its software licensors to upgrade to the latest versions of the software. Licensor required upgrades will be performed free of charge and upon reasonable notice to Client. Software upgrades on Technijian's servers will occur at Technijian's discretion upon reasonable notice to Client. Technijian is not responsible for problems that may arise from incompatibilities between new versions of any software they may need to install and Client’s systems, web application, and/or database regardless of whether it was a requested, required or a discretionary upgrade.
Technijian shall not be liable/responsible for any bugs in software they may use.
The parties shall attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against Technijian, Inc., its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "Technijian, Inc.”) arising out of or relating to any order agreement, Technijian, Inc. advertising, or any related purchase (a "Dispute”) through the following methods in order:
Prior to any mediation and/or arbitration Client agrees to send Technijian written request detailing the Client’s alleged problem and requesting for the issue that Client may be experiencing to be resolved through communication by Client and Technijian (hereinafter referred to as “Informal Dispute Resolution”).
Should the parties be unable to resolve the Dispute through mediation, the parties agree to resolve the dispute through binding arbitration.
Any mediation and/or arbitration shall be subject to laws of the State of California and administered pursuant to California Code of Civil Procedure.
Exclusive venue of any mediations and/or arbitration shall be
Any arbitrations award shall be a full and final award and may be entered in to as a judgment with a court of competent jurisdiction.
Client agrees to and understands that Techinijian shall be entitled to charge interest on any late payments by Client at a rate of 18% per year or legally permitted by law.
Confidentiality and Proprietary Information
Technijian expects to disclose to Client and their officers, directors, employees, representatives, sub-contractors and agents (collectively, the “Client Representatives”) certain trade and business information, operations, plans, trade secrets, data, know how, techniques, software code, computer code, and other materials and information in whatever form provided which is
Client on behalf of itself and each of the Client Representatives, agree that it shall not use the Confidential Information in any manner that may cause Technijian financial losses, harm and/or damages.
Client on behalf of itself and each of the Client Representatives, further agrees that it shall hold the Confidential information in strict confidence, that it shall not disclose any of the Confidential Information to anyone in any manner except in accordance with any Agreement with Technijian and that is shall use its best efforts to prevent disclosure of the Confidential Information to any unauthorized persons and/or entities.
Client’s obligations as set forth above shall not apply to any information, whether or not such information is Confidential Information for purposes of any Agreement between Technijian and Client, if such Confidential Information: (a) was publicly available or in the public domain at the time it was communicated to Client by Technijian or (b) is or becomes publicly available or public domain information through no fault of Client or any Client Representative subsequent to the time it was communicated to Client by Technijian; or (c) is in Client’s possession free of any obligation of confidentiality to the Technijian at the time it was communicated to Client by Technijian.
All written Confidential Information and written materials together with all copies thereof, related thereto furnished to Client by Technijian shall at all times remain the property of Technijian and shall promptly be returned by Client to Technijian or destroyed by Client upon the request of Technijian.
Client hereby understands and agrees that Technijian may engage and/or hire certain subcontractors and third (3rd) parties in providing the Services to Client
Client hereby understands and acknowledges that they will not be entitled to any credit and/or refund (partial or in whole) for any of the Services being “down” due to outages, routine maintenance, upgrades, and down time of Technijian systems, computers, and servers.
Neither Technijian and/or Client shall be liable to the other for any failure to perform or delay in performance of any Agreement where such failure or delay is occasioned by Force Majeure or an Act of God (including but not limited to fire, embargo, labor strike or interruption of electrical services), or circumstances beyond such party’s control.
Intellectual Property/Work Product
Technijian shall retain all rights, title, and
Nothing in the performance of Technijian providing the Services to Client will be construed as a grant to Client of any rights, title, or interest in or to the IP, except as granted by Technijian to Client in written agreement.
Client hereby agrees to not reverse engineer or decompile
Client hereby acknowledges and understands that from time to time the systems of Technijian may be down due to routine maintenance, outages, emergency maintenance, and repairs.
Client acknowledges that they have been informed by Technijian that routine maintenance on the system of Technijian are scheduled for Tuesday evenings and
High Risk of Use
Client hereby acknowledges and understands that they shall not use any of the Services that could result in death, serious injury, environmental damage or property damage. Examples of prohibited uses include medical life support devices, water treatment facilities, nuclear facilities, weapons systems, chemical facilities, mass transportation, aviation and flammable environments.
Disclaimer of Warranties
TECHNIJIAN MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY SERVICES PROVIDED TO CLIENT BY TECHNIJIAN.
CLIENT HEREBY ACKNOWLEDGES THAT THE SERVICES PROVIDED TO CLIENT BY TECHNIJIAN ARE PROVIDED ON AN “AS IS” BASIS.
LIMITATION OF LIABILITY
TECHNIJIAN DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR SERVICES NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND TECHNICAL ASSISTANCE.
ADDITIONALLY, TECHNIJIAN SHALL NOT BE LIABLE FOR ANY CLAIMS/LIABILITY REGARDING PIRATING AND/OR INFRINGEMENT RELATED TO THE CLIENT’S USE OF ANY OF THE SERVICES PROVIDED TO CLIENT FROM TECHNIJIAN.
The Agreement and these standard terms and conditions shall not be altered and/or modified without prior written agreement/contract executed by both Technijian and Client.
These standard terms and conditions and any Agreement shall be governed by the laws of the State of California. For the purpose of resolving conflicts related to or arising out of this any agreement, the parties expressly agree that venue shall be in the State of California, County of Orange.
If any dispute arises from these standard terms and conditions and any Agreement, such dispute shall be determined binding arbitration as a full and final decision on such dispute.
The sole and exclusive venue for any litigation, arbitration, and/or mediation shall be in Orange County, California.
Attorney Fees and Costs
Should any litigation, suit, arbitration, and/or mediation occur regarding a payment dispute for services provided by Technijian and/or invoice amounts from Technijian the prevailing Party shall be entitled to recover their reasonable attorney fees and costs from the non-prevailing Party.
Should any litigation, suit, arbitration, and/or mediation occur regarding any errors or omissions of Technijian that would normally be submitted to Technijian’s error and omission insurance carrier, each Party shall be liable liable for their own attorney fees and costs.
The failure of
If any term or condition in these standard terms and conditions and/or any Agreement is held void or unenforceable, it shall be severed, and every other provision shall be enforced as if the void or unenforceable term or condition had never
At the sole determination and discretion of Technijian, should it be determined that Client is using any of the Services provided by Technijian to Client in an illegal and/or unethical manner, Technijian will have the right at their discretion to cancel immediately any Agreement with Client may have with Technijian.
Client understands and agrees that any of the Services provided to Client by Technijian, are provided on a non-exclusive basis.
Client understands and agrees that Technijian shall own and use for any purpose as they deem
For the purposes of any Agreement Client may have executed with Technijian, Technijian is providing the Services to Client as an independent contractor. Nothing in these standard terms and conditions and any Agreement Client may have with Technijian shall be intended to create or shall be deemed to create a partnership, employment, limited partnership, joint venture, professional company, corporation, limited liability company, and/or the like, or any other relationship between the Client and Technijian other than that of an independent contractor relationship.
Any Agreement Client may have with Technijian and these standard terms and conditions