1. Professional Warranties
•Company Warranty: AVIT PROS LLC represents that: (i) it possesses the legal authority to enter into and fulfill this Agreement; (ii) all Services will be performed according to prevailing industry standards and in a professional manner; and (iii) the quoted pricing remains firm for ninety (90) days from the Effective Date.
•Client Warranty: The Client represents that it has the full legal power and corporate authority to execute this Agreement and meet its obligations herein.
2. Financial Terms
•Service Fees: Client shall compensate the Company monthly for the Services described in the Statement of Work (SOW) at the rates established in the pricing schedule.
•Billing Cycle: Invoices are issued upon the start of the service period. Payments are strictly due within twenty (20) days of the invoice date.
•Late Payments: Balances remaining unpaid after 30 days will accrue interest at a rate of 2% per month. The Company reserves the right to suspend all services following written notice if payment exceeds the 30-day grace period.
•Hardware & Third-Party Costs: Client is responsible for the cost, shipping, and taxes of any hardware or third-party software licenses required to perform the Services. All such purchases require Client’s prior authorization.
•Credit Terms: Extension of net payment terms is at the sole discretion of the Company and may require credit evaluation.
3. Hosting & Systems Operations
•Uptime Commitment: The Company will exert commercially reasonable efforts to ensure service availability. However, Client acknowledges that "Downtime" may occur due to: (i) hardware failure; (ii) scheduled maintenance/updates; or (iii) external factors like ISP outages or cyber-attacks.
•Notice of Maintenance: The Company will provide at least forty-eight (48) hours' notice for any planned outages and will strive to minimize service interruptions.
•Security Protocols: The Company will maintain server environments with restricted access. Security measures include managed firewalls, routine data backups, and proactive threat mitigation to protect the integrity of Client data.
•Access Credentials: Client-specific portals and documentation are for internal use only. Client must not share access credentials with unauthorized third parties.
4. Acceptable Use Policy
•Content Monitoring: While the Company does not actively monitor all client communications, it reserves the right to remove any content deemed illegal or harmful. Client is solely responsible for the legality of the data they transmit or host.
•Compliance: Client must adhere to all local, state, and federal laws. Use of services for spamming, distributing intellectual property without authorization, or storing obscene/threatening material is strictly prohibited.
•Liability Waiver: Client waives the right to sue the Company for actions taken during the investigation of suspected policy violations, including the suspension of accounts or removal of data.
5. Liability Limitations
AVIT PROS LLC SHALL NOT BE HELD LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE OR DATA, REGARDLESS OF THE LEGAL THEORY (CONTRACT OR TORT). THE TOTAL COLLECTIVE LIABILITY OF THE COMPANY SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT DURING THE SINGLE MONTH IMMEDIATELY PRECEDING THE CLAIM.
6. Indemnification
Client agrees to defend and hold the Company (and its officers/staff) harmless against any claims, damages, or legal fees resulting from:1.Allegations that Client data infringes on third-party intellectual property.2.Disputes arising from the content of information passing through the Company's network.3.Any breach of this Agreement by the Client or unauthorized use of Client accounts.
7. Duration and Cancellation
•Initial Term: This Agreement carries a minimum commitment of three (3) months. Following this period, the Agreement transitions to a month-to-month basis unless a new long-term extension is signed.
•Price Adjustments: The Company may adjust monthly fees if the Client’s quantity of users, devices, or licenses increases. Furthermore, on each anniversary, the monthly fee will increase by the greater of 5% or the trailing 12-month CPI-U.
•Termination: After the initial 3-month term, either party may cancel with thirty (30) days' written notice.
•Final Settlement: Upon termination, Client must pay for all services rendered through the final date. Client remains responsible for the remaining balance of any multi-month third-party subscriptions purchased on their behalf.
8. Data Privacy & Confidentiality
•Safeguards: The Company will employ technical and administrative safeguards to prevent the unauthorized disclosure of Client’s sensitive information.
•Marketing: The Company may use anonymized, non-identifying data (e.g., "we support 500 workstations") for general marketing purposes unless otherwise restricted.
​
9. Non-Solicitation
Client agrees not to recruit, solicit, or hire any Company employee or contractor during the term of this Agreement and for eighteen (18) months following its conclusion.
10. General Provisions
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles.
• Force Majeure: The Company is not liable for failures caused by "Acts of God," strikes, or other events beyond its reasonable control.
• Onboarding: Client acknowledges that during the initial "Onboarding" phase, certain services may be partially unavailable while systems are being migrated and secured.
•Independent Contractors: The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.
•Assignment: Client may not transfer or assign its rights under this Agreement without the express written consent of the Company.
•Attorney’s Fees and Court Costs: In the event the Company must pursue legal action to recover unpaid balances or address a breach of contract, the Client agrees to pay all costs of collection, including late penalties, court costs, and reasonable attorney’s fees.
•Venue: The parties agree that the District or Circuit Court for Baltimore City (or Baltimore County) shall have sole and exclusive jurisdiction over any disputes arising under this Agreement.
•Severability: If any part of this Agreement is found to be unenforceable, the remainder shall remain in full force and effect.
•Survival: Sections regarding Liability (5), Indemnification (6), Confidentiality (8), and Non-Solicitation (9) shall survive the termination of this Agreement.