TERMS AND CONDITIONS RELATED TO PROPOSAL

General. Customer (“you” or “customer”) and BridgeTech LLC (“BridgeTech” or “us” or “we”) are collectively referred to as “the parties”. The parties agree to be legally bound by this customer agreement. This agreement governs all prior and subsequent agreements between the parties, including any service orders and ACH forms. Proposals, estimates, quotes, and other services lists and scope of work documents are offers and not accepted by BridgeTech until confirmed in writing.

Term for Services. Our contracts are to provide services that are based on a term basis but are billed monthly, as outlined in the customer proposal.  Payments will be billed on the first day of the month, and customers are to pay monthly, as noted below, starting the first day of the month that services begin.

Billing. We will begin invoicing you for monthly services after giving you notice that the services are available for your use and will continue invoicing you on a monthly basis until the services are terminated. Except as otherwise set forth in the applicable service order, (a) monthly recurring charges will be billed monthly in advance, (b) varying or usage-based charges will be billed monthly in arrears and (c) installation, professional services, or other non-recurring charges will be billed upon the billing commencement date.  If BridgeTech is unable to deliver the services on time due to customer’s delay, or the delay of customer’s end users or agents, BridgeTech may commence billing as of the date of notice that the services are available. BridgeTech may, upon 30 days prior notice, modify the payment terms or require a mutually acceptable form of security (e.g., a deposit) if customer has repeatedly failed to pay its invoices by the due date or if there has been a material, adverse change in customer’s financial condition. Notwithstanding any other provision to the contrary and not more than once per calendar year, BridgeTech may increase the charges applicable to any service in an amount not to exceed the latest annual increase in the Consumer Price Index, specifically, the U.S. Department of Labor, Bureau of Labor Statistics “All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average”. Such increase shall be effective upon the date set forth in BridgeTech’s written notice to customer.  The foregoing shall not limit BridgeTech’s ability to increase charges as set forth in a service order, or during any automatic renewal term.

Payment. Monthly services invoices are due in full and payable upon presentation, and become past due after the due date printed on the invoice. In addition to the service charges, customer shall also pay all applicable taxes and any third party charges pre-approved by customer (e.g., installation, local access, utilities). If you have a bona fide dispute with any of the amounts on the invoice, you shall pay all amounts not in dispute by the due date and provide us with a written request for a billing adjustment, together with all supporting documentation, within 10 business days after the due date or your right to any billing adjustment shall be waived. If you fail to pay all non-disputed charges on our invoice by the due date, we may suspend your services until all delinquent amounts are paid in full.

IT Projects. BridgeTech offers services for specific IT projects. All services for IT projects shall be provided according to a specific services list and scope of work description. Proposals, estimates, quotes, and other services lists and scope of work documents are offers and not accepted by BridgeTech until confirmed in writing. Any requests for ancillary services not described in the applicable services lists and scope of work documents may be provided on an individual case basis as agreed to in writing by the parties.  Customer acknowledges receipt of BridgeTech Outsourced IT Support Scope which outlines the scope of BridgeTech’s Outsource IT Support offering.  Specific scope defined in customer proposals supersedes the generalized IT support scope contained herein.

Material Breach or Default. Your failure to timely pay your invoice constitutes a material breach of these terms and conditions. In the event you perceive a problem with our services, you will give us a reasonable amount of time to correct the perceived problem before attempting to hold us in default of our agreement.

Customer Obligations. Your use of our services will not violate any law or infringe on any copyright, patent or other right held by others. You will indemnify, defend, and hold us harmless for third party claims, damages, and expenses in any way arising from your breach of these terms and conditions. You will not run an internet server or file-sharing application accessible to outside entities on any systems we provide you. You will maintain current software and equipment covered under active mfg warranty or maintenance agreement.  We cannot support out-of-date software or hardware.  BridgeTech recommends customers use mainstream name brand server equipment (Dell, HP, Cisco, Fortinet).  BridgeTech will not be required to service or restore custom built "white-label" server hardware, or customer developed software in scope.  Customer will maintain server room or data closet below 75 degrees, working with HVAC professionals when necessary.  Servicing failed equipment due to server room temperatures is out of scope.  If customers systems contain Personally identifiable information (PII) or sensitive personal information (SPI), customer will provide BridgeTech with a list of the systems or areas that contain PII or SPI.  Customer also must agree to abide by the Microsoft Cloud Agreement which is incorporated herein by reference and a link is provided below for reference.
http://download.microsoft.com/download/2/C/8/2C8CAC17-FCE7-4F51-9556-4D77C7022DF5/MCA2017Agr_NA_ENG_Sep20172_CR.pdf

Automatic Renewals/Renewal Increases. Unless otherwise specified, the services contract(s) shall remain in effect until terminated including Microsoft Cloud services. The contract shall automatically renew for the length of the original contract(s) if a termination notice is not received by Bridge Tech at least 90 days before the end of the current term. Each automatic renewal will also increase the amount of the base contract by 2.9% per renewal.  The increase of 2.9% will occur on the anniversary of the signing of the original contract or any replacement of the contract for the customer. The 2.9% shall be applied to the regular services used by the customer and will apply to all services added by the client during the contract unless the added service is specifically agreed to as a temporary service of no longer than 8 month's duration.

Disclaimer of Warranties. Our services are provided without any implied or express warranties of any kind.

Limitation of Liability. Neither party shall be liable for any indirect, special, punitive, or consequential damages of any kind related to our services or these terms and conditions. This includes, without limitation, lost profits, lost data, damage to software or firmware, and the costs of obtaining substitute services. The total liability of us arising from or related to our services or these terms and conditions shall be limited to the total net payments paid by customer in the 12 months prior to the dispute giving rise to such liability.

Arbitration Clause and Waiver of Jury Trial Rights. In the event any dispute arises between the parties in any way related to these terms and conditions or in any way related to any subsequent agreements between the parties, the parties agree to settle the dispute through binding arbitration administered by the American Arbitration Association or similar arbitration association. The parties agree to share equally in any arbitration costs. Each party shall bear its own attorney fees during all stages of all disputes. Each party waives its right to a jury trial to determine any disputes arising between them. You have the right to opt-out of this arbitration clause and waiver of jury trial rights by notifying us in writing within ten business days of your receipt of these terms and conditions.

Choice of Law. The laws of the State of Oregon shall govern these terms and conditions and any subsequent agreements between the parties, regardless of its principles for resolving conflicts of law.  Venue shall be in the Circuit Court in and for Multnomah County, Oregon, or the federal district court that includes Multnomah County, Oregon.

Confidential. These terms and conditions, and any subsequent agreements between the parties, and all proprietary information shared between the parties, shall be kept strictly confidential.

Non-Solicitation and Non-Hire. We shall perform your services as an independent contractor and not as an agent, employee or partner of your company. You acknowledge that we’ve spent considerable time and money hiring and training our employees and contractors. You acknowledge that by using our services, you will have access to our employees and contractors and could attempt to hire them away from us. You recognize that unless you’re willing to enter into this agreement prohibiting the solicitation or hiring of our employees and contractors, we’re not willing to do business with you. You agree that while you are using our services, and for a period of one (1) year after services are last provided to you for any reason, that (i) you will not, for yourself or for or with others, directly or indirectly, solicit or induce any of our employees or contractors to cease working with us or reduce our employees or contractors involvement with us; and (ii) you will not, directly or indirectly, hire any of our employees or contractors in any capacity, whether as an employee, independent contractor, or otherwise, even if the employee or contractor no longer works for us. You further agree that if you enter into any agreement with a third party that allows the third party to have access to our employees or contractors then you will make sure the third party signs a similar agreement prohibiting the third party from soliciting or hiring our employees or contractors just as you are obligated to under these terms and conditions. You acknowledge that both the time period and the scope of these provisions are fair and reasonable and only designed to allow us to attempt to maintain our relationship with our employees and contractors after we no longer provide you services.

Act of God Clause. Neither party shall be liable for failure or delay in performance due to Acts of God or nature, including, but not limited to such actions such as fires, natural disasters, flooding, lightning, earthquakes, government coups, terrorist activities, war, civil insurrection, cyber-attack, strikes, or interruption or failure of utility services or services of third parties.

Access to Data. For customers of BridgeTech’s cloud services, customer system backups are made on a snapshot basis and only capture information that exists on the system at the time of backup. In addition, we may destroy all but the most recent backup. These backups may not be available to you, or if available, may not be useful to you outside of BridgeTech LLC.

Legal Notices and Billing Disputes. All legal written notices and billing disputes must be served on us at: BridgeTech LLC, 14925 SW Barrows RD, Ste 109 #147, Beaverton, OR 97007; and via email at: [email protected].

Maintenance. You acknowledge that our services are subject to periodic maintenance or repair and agree to cooperate and provide us reasonable access.

Ownership of Work. The parties agree that any software or modifications to software or other intellectual property written, created, or modified by us shall be our sole property, and that we shall have a perpetual, transferable right to use our intellectual property for any other purpose.

Non Assignability. Your duties under this agreement shall not be assigned to any third parties without our prior written consent.

Miscellaneous. If any of these terms are held unenforceable, the term shall be construed as nearly as possible to reflect the original intent of the parties and the remaining terms shall remain in effect. These terms and conditions, and any subsequent agreements between the parties, are solely between the parties and not intended to confer right or benefit on any third party. These terms and conditions constitute the entire agreement between the parties and supersede any prior written or oral understandings or agreements between the parties.