ZIRIUS SERVICE AND SUPPORT AGREEMENT

For questions call 1-877-270-5557, option 2

Please note that all fields must be filled in. Acceptance* Acceptance I accept the Agreement below and certify I am authorized to accept it on behalf of my organization.   Business name *    Business name.* First Name *    First Name* Last Name *    Last Name* E-mail Address *    E-mail Address* Business Phone *    Business Phone*

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AGREEMENT:

The purchaser is referred to as “Subscriber” in this agreement.

Zirius provides software, license(s) and/or Services to you, the Subscriber, upon the condition that you accept the terms of this Agreement.  By installing, copying or otherwise using the Software, or by using any Zirius Services, or by approving any proposal that cites this page as description of terms, or by accepting this agreement, you put this agreement into effect.

The complete agreement consists of this agreement, any additional agreements signed by bothparties, and any license agreements contained in software or service installation and set up processes. This agreement can only be modified by a mutually signed document.

1.      Agreement
Subscriber warrants that it has the legal right and authority to enter into this Agreement.

2.       Scope of Service

1. The services offered are limited to what is specifically defined on the signed quotation, proposal, order statement, or quote.
2. In an emergency, Zirius is authorized to tend to whatever area is required to remedy the situation under its responsibility with this agreement. Client accepts that in such a case (i.e. network management), Zirius makes a "best efforts" contribution, and may be hampered by communications or other concerns at the time a decision is made.

3.       Responsibility for Subscriber premises:

1. As necessary, Subscriber is responsible to maintain, at Subscribers expense, Internet connectivity and telephone service sufficient to enable Zirius and the software to deliver the services.
2. Subscriber is responsible for maintenance of hardware and other elements of technical infrastructure when Zirius is not specifically named as responsible for them in an agreement.

4.       Subscriber Responsibilities

1. If requested, Subscriber will designate an on-site coordinator (the “Coordinator”) to be the technical support contact with Zirius.

1. Subscriber will provide at the Subscriber location (as occasionally may be needed) someone to perform simple physical tasks under guidance of a Zirius administrator who works from a Zirius office.

5.       Billing and Term of Service:

1. Subscriber’s credit card will be charged for services in advance of delivery. The initial charge may include both set up charges and regular monthly subscription charges.
2. Termination of services can be for any reason upon 30 days written notice by either party.

6.       Changes to Service Level:

A mutually signed Statement of Work (SOW) or Zirius Change Request, may modify this agreement for specific scope of work..

7.       Proprietary Information and Security

1. Zirius will regard any information provided to it by Subscriber as proprietary or confidential (“Proprietary Information”) and will protect the confidentiality of Subscriber’s Proprietary Information in the same manner as it protects its own valuable proprietary information. Subscriber will treat the Proprietary Information of Zirius in the same way.
2. Information will not be deemed Proprietary Information if it:
   1. is known to the receiving party prior to receipt from the disclosing party,
   2. becomes known to the receiving party from a source without obligation of confidentiality to the disclosing party;
   3. becomes publicly known or otherwise publicly available, except through a breach of this Agreement by the receiving party; or
   4. is independently developed by the receiving party.
3. The receiving party may disclose Proprietary Information pursuant to requirements of applicable law, legal process or government regulation, provided it gives disclosing party reasonable prior written notice to permit disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

8.       Performance

1. It is Subscriber’s responsibility to determine suitability of Services and Products for its needs. Zirius makes no warranties regarding merchantability or fitness for a particular purpose. 
2. There is no way to guarantee the elimination of all computer performance problems. Zirius’ liability is limited to a “best efforts” approach with the available technology and using reasonable business practices. Zirius will use reasonable commercial efforts to provide Services to Subscriber, and will implement reasonable security and environmental precautions to maintain a high level of system performance. Zirius is not responsible for problems, errors, or loss caused or triggered by failures of equipment or software or systems.
3. Zirius does not warrant that operation of software or services it provides will be uninterrupted or error-free.

9.       Liability:

1. Neither party shall be liable to the other for any delay, failure to perform due to causes beyond its reasonable control (“force majeure”), including without limitation acts of God, war, terrorism, fire, flood, or shortage or failure of suppliers. In no event shall either party, its directors, officers, employees, agents or affiliates, be liable to the other party for any indirect, incidental, special, exemplary, punitive or consequential damages, including but not limited to lost profits arising out of this agreement, whether based on tort (including negligence), contract, strict liability, or other legal theory, even if such party has been advised of the possibility of such damages.
   
   
2. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES.
   1. THERE MAY BE SITUATIONS IN WHICH, AS A RESULT OF MATERIAL BREACH OR OTHER LIABILITY, SUBSCRIBER IS ENTITLED TO MAKE A CLAIM FOR DAMAGES AGAINST ZIRIUS.. IN EACH SITUATION (REGARDLESS OF THE FORM OF
      THE LEGAL ACTION (E.G. CONTRACT OR TORT CLAIMS), INTRONIS IS NOT RESPONSIBLE BEYOND:
      
      
      1. THE AMOUNT OF ANY DIRECT DAMAGES UP TO THE AMOUNT PAID BY RESELLER FOR THE SERVICES IN THE LAST 12 MONTHS; AND
         II) DAMAGES FOR BODILY INJURY (INCLUDING DEATH), AND PHYSICAL DAMAGE TO TANGIBLE PROPERTY, CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ZIRIUS .
         
      2. IN NO CIRCUMSTANCES IS ZIRIUS RESPONSIBLE FOR ANY DAMAGE (EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS):
         1. LOSS OF, OR DAMAGE TO, DATA;
         2. LOST PROFITS, LOST BUSINESS OR AMOUNTS INCURRED TO BUILD ITS CUSTOMER BASE (INCLUDING WITHOUT
            LIMITATION, ASSOCIATED WITH NON-ACCEPTANCE OF A PROSPECTIVE CUSTOMER OR TERMINATION OF A
            CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT); OR III) OTHER SPECIAL, CONSEQUENTIAL, OR INDIRECT
            DAMAGES, (INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH THE INABILITY TO USE THE SERVICES).

10.   Specific to all Remote Data Backup Services

Subscriber is responsible to manage its own backup account(s) and its settings, including data selected for backup and the schedule of backups. Zirius will assist with configuring these settings upon request.

Subscriber is also responsible to read any warning given by the online backup software and to communicate to Zirius should there be a problem.

11.   Authorization to do the work

1. This agreement authorizes Zirius to inspect, monitor, configure, and maintain computer servers, workstations, networks, and periferals as needed to deliver the services contracted by Subscriber.. This includes authorization to install and uninstall software, generally inspect and recommend, and change and/or rectify security issues for servers and workstations under its care. Zirius applies generally accepted "best practices", and is not liable for unauthorized intrusions or their impact.
2. Subscriber agrees to provide Zirius with the Administrator or root passwords for servers that Zirius tends. Zirius will create logons and passwords with full administrative privileges to use as needed to perform its work.
3. Monthly subscription charges cover monitoring and basic maintenance. Additional work, such as new required changes, installations, or troubleshooting and repairing the effects of changes not created by Zirius, is charged at an hourly rate.
4. Unanticipated set-up costs:  In an initial evaluation of Subscriber computer infrastructure, Zirius may require certain corrective measures or remediation (at its hourly rate) prior to accepting responsibility to administer the server. Zirius is under no obligation to assume responsibility for the server or for its performance should the Subscriber refuse to implement corrective measures as recommended. 
5. Subscriber shall provide Zirius with electronic and/or physical access as needed for sufficient time, and with necessary support to perform the purchased services.

12.   Zirius is entitled to refer to Subscriber by trade name and trademark as a Subscriber of Zirius product and/or services as appropriate and to publish case studies that accurately represent the value brought to Subscriber by Zirius products and services.

13. Warrantee

1. A limited warrantee is provided in the agreement(s) presented during software installation. This is the only warrantee offered, either express or implied, with respect to the software or services, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any liability for negligence. Zirius expressly disclaims the same and all warranties not stated herein
2. In no event will Zirius be liable to the Subscriber or any other person for any damages, including any special, incidental or consequential damages, expenses, lost profits, lost savings, lost data or other damages arising out of use of or inability to use the software and services, regardless of the legal theory under which such claim is brought, even if Zirius has been advised of the possibility of such potential loss or damage and notwithstanding the failure of essential purpose of any remedy. 

14.   Enforceability. Zirius and Subscriber each waive any defense to the validity or enforceability of this Agreement arising from the electronic submission of this Agreement, and both agree that acceptance to the Agreement that is communicated electronically is the equivalent of a signed acceptanc, and that the Agreement and any Electronic Amendment shall have the same binding effect on the parties as an original handwritten executed copy thereof. By completing the electronic acceptance process, you are acknowledging that you have read the Agreement in its entirety, and are committing your organization to this contract.

15. Arbitration. Any controversy or claim rising out of or relating to this contract, or the breach of this contract, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. A judgment of a court having jurisdiction may be entered upon the arbitrator's award.

16.   Final Statements:

a.       Either party may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets with prior written notice to the other party.  This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

b.       This Agreement will be governed by and interpreted in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. If any provision herein is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed null and void to the extent it is determined invalid or unenforceable. The remaining terms of this Agreement shall otherwise remain in full force and effect.