Xtreme Technology Solutions

Terms of Service Agreement

1. DEFINITIONS

"XTS" means Xtreme Technology Solutions, an Ontario company. "Client" means the party utilizing XTS's services. "Agreement" means this Terms of Service Agreement between the Client and XTS. "Content" and "Client Content" mean all information and materials submitted by Client to XTS. "Service" or "Services" means the services provided to Client by XTS including, but not limited to Information Technology, such as, Network and Security implementation, Web Development, Project Management, Graphic and Design. "Partner" or "Partners" means a third party that has a joint venture or marketing relationship with XTS.

2. CLIENT REPRESENTATIONS AND WARRANTIES

The Client is solely responsible for the accuracy and authenticity of the Content submitted by Client to XTS. Client represents and warrants to XTS, as follows:

  • a. That Client has the right and is authorized to submit the Content to XTS for review, enhancement, modification and/or changes;
  • b. That the Content is true and accurate;
  • c. That the Client is not impersonating any person or entity or misrepresenting Client's affiliation with any person or entity;
  • d. That the Content modifications do not violate the state, federal or common law copyright, trademark, or service mark rights, any other property rights, privacy rights, intellectual property rights, confidentiality rights or other proprietary or contract rights of any third party;
  • e. That the Content does not contain any information which is libelous or otherwise illegal;
  • f. That Client will not misuse the Services or misappropriate the Content to compete directly or indirectly with XTS or to engage in derivative commercial activities without XTS' prior written consent; and
  • g. That Client has investigated the desirability of utilizing XTS's services and is not relying on any representation, guarantee, or statement other than as set forth in these Terms of Service or in the materials on XTS's web site, "xtremetechnologysolutions.com".

3. INDEMNIFICATION

In the event any third party brings any action, arbitration, or other legal proceeding (collectively, "legal proceeding") against XTS, its officers, directors, shareholders, agents, employees or other representatives of XTS, or against any XTS's Partner involved with the Client, or against any third party who provides advertising for XTS, or against any other third party who otherwise uses the Content with XTS's permission (collectively hereinafter referred to as "the Indemnitees"), or against any Partner, arising in projects such as (Network, Development, etc.) or display of any Content provided by Client to XTS or, from any breach by Client of this Agreement, or, based upon the inaccuracy of any warranty or representation made by Client herein, or, based upon the contention that the Content defames or slanders any third party or, based upon the contention that the Content violates any provision of state or federal law or the intellectual property rights of any third party, Client shall indemnify, defend, and hold the Indemnitees harmless in connection with the claims made in the legal proceeding. Included in Client's obligation to indemnify, defend, and hold the Indemnitees harmless is the obligation to pay all attorneys' fees, expert witness fees, costs, and expenses incurred or to be incurred by the Indemnitees in connection with the defense of the legal proceeding (even if the legal proceeding is without merit).

4. LICENSE

Client hereby grants XTS a non-exclusive, royalty-free, sub-licensable, transferable, and assignable license to store, display, reproduce, distribute and, if appropriate, translate the Content submitted. Client also grants XTS the right to mention Client's name in XTS's marketing collateral, unless Client requests in writing that XTS refrain from such mentions.

5. POLICIES

XTS maintains a set of policies governing the allowable usage of its Services. A copy of these policies are sent to new Clients. The Client agrees to adhere to these policies, as amended from time to time, as a necessary condition for using XTS's Services.

6. PRICES

Prices for XTS's Services may change from time to time. The price actually charged for a specific Service will be the price in effect at the time the Service is requested, minus any applicable discounts that may have been accorded Client under a valid Sales Contract signed by both Client and XTS.

7. PAYMENT AND CREDIT TERMS

Clients may pay for Services by credit card at the time the Content is submitted or, with approved credit, may be invoiced. Unless otherwise specified, invoices are due upon receipt.

8. DEFAULT

If Client fails to pay any sums when due, Client acknowledges and agrees that XTS may demand payment of the balance owed in full, with accrued interest at the monthly rate of 1.5% of the outstanding balance. XTS may, at its sole election, suspend performance of any further Services and/or may switch Client from invoice to credit card payment status, until such time as all payments due are paid. In the event Client fails to make payment for any Services when due or the event XTS takes any action to enforce its rights, Client agrees to pay all costs of collection, including reasonable attorneys' fees, which are incurred by XTS or its agents, whether or not a lawsuit is filed. In the event of litigation to enforce the terms herein, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable attorneys' fees.

9. NO WARRANTIES BY XTS

EXCEPT AS STATED IN THIS AGREEMENT, XTREME TECHNOLOGY SOLUTIONS OR PARTNER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND NO PROMISE OR REPRESENTATION HAS BEEN MADE BY XTS OR PARTNER REGARDING ANY SERVICES TO BE PROVIDED BY OR THROUGH XTS OR PARTNER.

10. LIMITATION OF LIABILITY

XTS'S AND PARTNER'S LIABILITY SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY OR ON BEHALF OF THE CLIENT TO XTS IN CONNECTION WITH THE SERVICES OUT OF WHICH THE CLAIM BY CLIENT ARISES. XTS shall not be liable for indirect, incidental, consequential, special or exemplary damages (even if XTS has been advised of the possibility of such damages and including such damages as might be incurred by third parties), arising from performance under, or failure of performance under, any provision of this Agreement, such as, but not limited to, loss of revenue, change in share price, loss of anticipated profits or lost business. This limitation of liability applies to any damages, including without limitation those caused by any failure or performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous conduct, acts or omissions, negligence, or under any other claim or cause of action.

11. NOTICES

At XTS's sole discretion, notices by XTS to Clients regarding matters pertaining to this Agreement and/or the performance of this Agreement may be given by means of posting on the XTS web site "xtechnologysolutions.com" or by email to the Client.

12. ENTIRE AGREEMENT

This Agreement, together with the Policies referenced in section 5 above ("Policies") and the Sales Contract (if any) referenced in section 6 above ("Prices") constitute the entire agreement between Client and XTS regarding the Services provided and/or to be provided by XTS. This Agreement replaces any and all prior written and oral understandings and writings. Unless otherwise explicitly stated, the provisions of this Agreement shall survive its termination.

13. JURISDICTION

Any lawsuit filed by either party to enforce or construe any right granted under this Agreement or to assert any claim arising from the Services provided by XTS to Client shall be filed exclusively in the Province of Ontario, City of Pickering. In connection with any such action, Client consents to jurisdiction in the Courts of Ontario, City of Pickering. In any such action, the parties agree that the laws of the Province of Ontario shall apply and shall govern the determination of the action.

14. EFFECT OF DELIVERY OF NOTICES BY FACSIMILE OR ELECTRONIC MAIL

The parties agree that the parties shall treat any document sent to the other by facsimile or by electronic mail as if the document were an original delivered to the recipient by hand delivery.

Contacting Us

If you have any questions about this Terms of Service or your dealings with this website, you can contact us at the postal address, phone number, or email address listed below.

Xtreme Technology Solutions
1968 Wildflower Drive
Pickering, Ontario
L1V 7B1
Phone: (416) 561-2515
Email: info@xtechnologysolutions.com
Web: Feedback form


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