This document is part of your contract with TELUSYS, INC. and spells out the terms and conditions for the purchase of products or services from TELUSYS, INC. The "signer" refers to an individual or an authorized representative, officer, or agent of a company wishing to do business with TELUSYS, INC.
By signing this contract, the signer agrees to the terms and conditions contained on all the pages of your contract with TELUSYS, INC.
Upon the proper receipt of payment, TELUSYS agrees to provide the products or services outlined previously in this agreement with the signer. TELUSYS makes no warranties, expressed or implied, regarding the suitability of their software or services for any purpose. TELUSYS makes no warranties, expressed or implied, regarding the suitability or performance of any third party or outside vendors of software, hardware, or services.
By signing this agreement, the signer agrees not to hold TELUSYS or its officers liable for any damages, consequential or incidental, (including lost profits or business interruption) or any claim of any party, resulting from the use or inability to use TELUSYS online products, services, systems, or software.
TELUSYS assumes no responsibility regarding the suitability or legality of any text or graphic content placed on the Internet on the signers online system. The signer will assume all responsibility for verifying the suitability, legality, and correctness of all contents placed online onto their server.
The signer agrees to use TELUSYS online services or products for lawful purposes only. This agreement will be immediately considered null and void and online services will be immediately revoked with or without notification if any unlawful activity is detected.
The prices indicated in this agreement are valid for a period of 30 days from the date of this agreement. Prices are subject to change without notification after this 30 day time period has expired.
All cost estimates are based upon the implementation and completion of the entire project outlined in this agreement and are not proratable. TELUSYS agrees to provide cost estimates upon request, regarding any additional programming, consulting, or advice required or requested to complete the project outlined in this agreement.
Unless otherwise agreed to in writing, all Web content and software to be created for the signer by TELUSYS are the exclusive properties of TELUSYS.
The structure and organization of any software developed or provided to the signer by TELUSYS represents valuable trade secrets of TELUSYS and will be licensed to the signer on a non-exclusive basis and will remain the exclusive property of TELUSYS. The TELUSYS network, servers, and infrastructure encompassing both hardware and software, included dedicated or customer owned systems managed by TELUSYS, and their configuration, also represent valuable trade secrets of TELUSYS and may not be disclosed to any third-parties without the expressed prior written consent of TELUSYS, INC. All TELUSYS software is protected under U.S. Federal and International Copyright law. The signer agrees to hold such trade secrets in confidence. All TELUSYS software, excluding software developed to run on internal TELUSYS networks, can be used at the signers facility, on a single computer or multiple computers if agreed to, with the understanding that it may not be resold, translated, disassembled, decompiled, duplicated, reverse engineered, repurposed, or distributed to any third party or subsidiary of the signer or its parent company, without the expressed written consent of TELUSYS, INC.
TELUSYS reserves the right to limit all access, usage, display, demonstration, testing, security scanning, and duplication of its software and systems and any reproduction or publishing of its software display screens. TELUSYS software can only be used by authorized employees of the signer at the signer's facility. The signer acknowledges the confidential and proprietary nature of TELUSYS software and agrees to restrict all access, usage, display, demonstration, and training to authorized employees.
TELUSYS, INC. ASSUMES NO RESPONSIBILITY FOR WORK PERFORMED ON THIS INTERNET WORLD WIDE WEB SITE BY ANYONE OTHER THAN AN AUTHORIZED EMPLOYEE OR AGENT OF TELUSYS. Further, in the event that the above domain, Internet World Wide Web site, or customer data is changed, updated, or altered in any way by any party other than an authorized employee or agent of TELUSYS, INC., the signer agrees to pay any charges incurred by TELUSYS, INC. to return the domain, Internet World Wide Web site, or customer data to its original state if requested by the signer and charged at TELUSYS' usual and customary rates.
TELUSYS will charge take down rates for sites no longer wishing to stay online with our company. These charges will be based on an hourly rate of $150.00 per hour with a one hour minimum applied to the last month's billing. If additional charges apply, notification will be given and the amounts due will be collected in full before the take down occurs.
Unless otherwise agreed to, TELUSYS' services are billed on a monthly basis. Usual and customary billing practices followed call for the client to be billed for services on or before the 10th of each month with payments due no later than the 25th of each month to continue online service for the following month. The signer can terminate this contract at any time by contacting TELUSYS in writing at least 30 days prior to the date of termination if the account is in good standing and all outstanding fees and charges are paid in full. TELUSYS reserves the right to cancel any contract by providing notice in writing allowing a 30-day notice.
Special Conditions Concerning Management of Telusys, Inc. Client Web Sites via Telusys, Inc.'s Sitemanager
Access to Telusys, Inc.'s Sitemanager programs will be provided to a Telusys client in order to allow updates to the client's Web site. The client will, at its own expense, maintain appropriate hardware and software to support the use of the Sitemanger programs.
In the event the client wishes to use the services of a third party to act on behalf of the client, a written request from an authorized representative of the client must be submitted to Telusys, Inc. The third party will administer and maintain the client Web site in accordance with the provisions of this agreement and the client shall be responsible for the performance and activities of the third party and provide training for use of the Sitemanager programs to the third party. Should Web page files be destroyed or lost while under the client's control, or third party's control, Telusys, Inc. will restore, upon request and when possible, any destroyed or lost files from a current backup of said Web site for a fee of $75.00 per occurrence.
The client must obtain Telusys' approval in writing in the form of a three party confidentiality agreement, prepared by Telusys, Inc. and executed by all parties. Approval of a third party shall be at the sole and absolute discretion of Telusys, Inc. The use of a third party (other than a bona fide administrator of the Web site) for the updates on the client Web site using Telusys, Inc.'s Sitemanger, without the prior written consent and approval of Telusys, Inc., is a material breach hereof.
Customer Service is reserved for issues regarding technical problems and is not intended to be used as a training resource. Telusys, Inc. makes available online instruction manuals for use of Sitemanager programs. Telusys, Inc. will provide training sessions for Sitemanager programs for an hourly charge of $75.00, with a one hour minimum.
Customer Service and Technical Support services are reserved for designated individuals who are on file with Telusys, Inc. as being authorized and licensed for use of those services. Telusys, Inc. reserves the right to deny Customer Service and Technical Support requests from unauthorized or unlicensed individuals or third-party representatives.