SlingStoneIT Services Terms & Conditions

SlingStoneIT Services Terms & Conditions 
version: 07/01/2012

Effective Coverage. 
These written Terms and Conditions supersede all previous agreements and apply to all existing and future SlingStoneIT service agreements. SlingStoneIT reserves the right to modify, in writing, these terms and conditions so long as they are published and available to Customer and so long as Customer is notified of such in writing, including electronic methods such as email.

Payment. Payment is due upon receipt of invoice at beginning of each service period. Unless special payment terms have been agreed upon in writing by SlingStoneIT and Customer, payment sent later than 30 days after receipt of invoice will be subject to a 5% interest charge per month on all amounts past due.

Termination. Customer has the right to terminate SlingStoneIT's service at any time after the initial minimum commitment period as indicated in original service agreement by providing written notice to SlingStoneIT 90 days prior to the termination date. Customer is obligated to pay for the standard service fees and expenses incurred up to the actual date of termination or 90 days after notification of termination, whichever is later.

Hiring. Customer agrees that during the term of this Agreement and for one (1) year following termination of this Agreement Customer will not, without the prior written consent of SlingStoneIT, employ or offer employment to any employee of SlingStoneIT who has provided services under the terms of this agreement to Customer.

Status of SlingStoneIT Employees/Subcontractors. All SlingStoneIT personnel performing services shall either be employees of SlingStoneIT or subcontractors and are not employees of Customer. SlingStoneIT shall be responsible for all expenses related to such individuals, including but not limited to workers compensation insurance and all related taxes, as appropriate.

Liability. SlingStoneIT agrees to perform the services in a professional manner and as otherwise set forth in this agreement. SlingStoneIT intends that customized documentation, scripts, or hardware configurations provided for Customer will perform as specified by the agreement of the parties. If SlingStoneIT's customizations fail to perform as agreed, Customer shall be limited in its damages to an amount not to exceed the money paid for the customization services. Customer expressly agrees that neither SlingStoneIT nor the personnel shall be liable to Customer for any loss, liability, damage, cost or expense of Customer (including lost profit or any other direct, indirect or consequential damages) resulting from, or attributable to, performance of (or lack thereof) the services performed. Customer understands that the activities performed as part of SlingStoneIT services carry a number of risks, including but not limited to: disruption of service to Customer's network, services, or systems, loss of data and exposure of sensitive or confidential information. Customer shall make every reasonable effort to minimize and mitigate these risks including but not limited to implementing recommendations from SlingStoneIT on methods to reduce risk. In the event that Customer has not made reasonable efforts to reduce risk or has failed to follow SlingStoneIT's recommendations, SlingStoneIT shall not be held liable should one of these events occur. SlingStoneIT's liability shall not exceed the price of one month's services performed under this Agreement. In no event will either party be liable to the other for any damages caused by a failure to perform responsibilities where such failure is due to matters outside their control.

Insurance. SlingstoneIT shall maintain the following insurance in the amounts specified below, or in amounts required by law, whichever is greater:

Worker's Compensation Insurance - Worker's Compensation Insurance affording protection under the Worker's Compensation Law of the state in which work is to be performed.

Liability Insurance - Commercial Liability insurance written on an occurrence basis in amounts not less than:

Bodily Injury:
$1 million per person
$2 million annual aggregate

Errors & Omission:
$1 million per occurrence

Title. SlingStoneIT shall retain title to the products created in the performance of its work and all intellectual property rights thereto under this Agreement, but grants to Customer a royalty-free nonexclusive, nontransferable license to use, duplicate, or disclose all related documentation and other recorded information delivered to Customer.. SlingStoneIT proprietary data and SlingStoneIT proprietary and/or commercial software and hardware, if required, will be furnished under separate license or other arrangement and are not covered by these terms and conditions. SlingStoneIT shall retain title to all software or hardware purchased by SlingStoneIT unless formal resale arrangements are made with Customer.

Transfer of Title. If primary service is cancelled or changed and Managed Services were included in the contracted services, all SlingStoneIT software must be removed from all systems immediately upon termination of agreement. SlingStoneIT may remove its software from Customer systems at any time including after termination of services if software has not been removed by Customer.

Confidentiality. During the term of this Agreement, SlingStoneIT and Customer will be in a position to become acquainted with each other's confidential, privileged and proprietary information including, without limitation, identities of suppliers, expenses, pricing techniques and strategies, profits and profit line profitability information, existing and future product information, research and development programs, specifications for products, software designs, know-how, trade secrets and other intellectual property, business plans and records, customer names, lists, files and other customer information, budget and financial information and the goals and objectives of the other party, methods, practices, and techniques for promoting and marketing products, personnel matters and other confidential processes, formulae or materials regarded by such party as privileged, proprietary or confidential (each parties' respective confidential information is referred to herein as such party's "Confidential Information").

SlingStoneIT agrees that the Confidential Information of Customer, and Customer agrees that the Confidential Information of SlingStoneIT, is an integral and key part of the assets of each respective entity and that the unauthorized use or disclosure of the other party's Confidential Information would seriously damage the owner thereof in its business. As a consequence of the above, SlingStoneIT and Customer hereby agree that during the term of this Agreement and thereafter:

SlingStoneIT and Customer shall not directly or indirectly use any of the other party's Confidential Information or divulge, disclose, furnish or make accessible, or cause any person to do so, any aspects of the other party's Confidential Information to any person or entity (other than the other party), except as may be reasonably necessary to perform their respective obligations hereunder, as may be expressly authorized by the other party in writing or as required by law or pursuant to a court order; provided, however, that, prior to any such compelled disclosure, the party whose obligation it is to keep such information confidential shall have given the other party notice of the circumstances relating to such compelled disclosure and an opportunity to seek an appropriate protective order with respect thereto.

SlingStoneIT and Customer shall each refrain from any action or conduct that might reasonably or foreseeably be expected to compromise the confidentiality or proprietary nature of the other party's Confidential Information.

Representations and Warranties. SlingStoneIT represents and warrants , that it has all necessary rights and licenses to any software or other intellectual property (hereinafter "Properties") provided to Customer, including but not limited to the right to assign, transfer or share interest in those Properties. SlingStoneIT will indemnify Customer against any and all lawsuits or claims which affect such rights with regard to the Properties. SlingStoneIT's services will be performed, findings obtained, and recommendations prepared in accordance with generally and currently accepted technology principles and practices. This warranty is in lieu of all other warranties either expressed or implied.

Loss of Backup Files, Data and/or Equipment. In the event any backup files and/or data are lost due to equipment failures, theft, misconfiguration, or any other cause other than Customer's negligence, SlingStoneIT will use reasonable efforts to repair or replace such equipment and restore such files and data within a reasonable period. Customer is ultimately responsible for adequate protection and backup of its files, data, and programs.

Safety. Customer will notify SlingStoneIT immediately if services will be rendered in an environment that may pose a potential health hazard to SlingStoneIT employees or subcontractors.

Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of California.

Severability. The provisions of this Agreement shall be separate and severable each from the other to the extent that if any portion or any one provision or portion thereof is held to be inoperative or unenforceable in any jurisdiction then the remainder of this Agreement shall remain binding upon and enforceable by the Parties hereto in that jurisdiction and shall be construed as if the Agreement had been executed without such inoperative or unenforceable provision or portion thereof, provided that the provision or portion so severed shall not materially affect the remainder of this Agreement.

Legal Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, or any of the provisions hereof, the prevailing party shall be entitled to recover in addition to any other relief to which the prevailing party may be entitled, reasonable legal fees and related costs.

General. This Agreement may only be modified or waived in writing. This Agreement may be executed in any number of counterparts or mediums, each of which shall be an original, but all of which together shall constitute one instrument. References to Customer and SlingStoneIT shall be deemed to include each of their affiliates, if any. This Agreement shall be binding upon the parties hereto and their successors and assigns.