General sales/service Terms & Conditions

(Revision: 9/12/2014)

LANIS IT GROUP INC. SALES/SERVICE TERMS AND CONDITIONS

SERVICES:

1. TERM: Unless otherwise set forth on the opposite side hereto, this Agreement is effective upon acceptance by an executive officer of Seller, and shall continue until the Services are performed or this Agreement is otherwise terminated pursuant to the terms hereof. Either Seller or Customer may terminate this Agreement without cause upon sixty (60) days prior written notice to the other, in which case Seller shall, in its sole discretion, determine its costs through the effective date of termination, and its percentage of completion of the Services, and determine what, if any, refund amount is due to Customer. Notwithstanding the foregoing, in the event this Agreement is terminated for any reason whatsoever, under no circumstances shall any deposits paid by Customer pursuant hereto be returned to Customer. Upon the termination of this Agreement and/or upon completion of the performance of the obligations set forth herein, the parties shall have no further obligations hereunder. The rights and obligations of the parties hereto shall survive termination of this Agreement to the extent necessary to preserve the intent of the parties.

2. TIME OF PERFORMANCE: Unless otherwise stated in this Agreement, the Services will be provided from time to time during the term hereof between the hours of Eight (8) A.M. and Five (5) P.M. Monday through Friday, excluding holidays. Any Services performed outside this time period will be billed at Seller’s rate in effect at that time for services comparable to the Services performed.

3. RESPONSIBILITY:

(a) Access. Customer shall provide access to the Customer’s facilities where its computer systems are maintained and adequate and suitable facilities and space for Seller’s personnel to work at the Location and on such computer systems. If Seller determines that the Services require Seller to remotely access Customer’s computer systems, Customer agrees that it shall also provide Seller with all information requested by Seller in order to remotely access Customer’s computer systems.

(b)Representations and Warranties. In conjunction with the performance of the Services, Customer represents and warrants that (i) Customer has full right, power, and authority to consent to have the Services listed on the first page performed; and (ii) the execution, delivery and performance of this Agreement does not or will not violate or cause a breach default under: (A) the governing corporate or company documents of Customer; (B) any agreement, lease, mortgage, license or other contract to which Customer is a party; or (C) any law, rule, regulation, order, decree or consent action by which Customer is bound or to which it is subject. Customer shall defend Seller if the performance of the Services under this Agreement infringes any patent or copyright registered in the United States, trademark, trade secret or other intellectual property right. Subject to the conditions and limitations of liability stated in this Agreement, Customer shall indemnify and hold harmless Seller against any such claims and shall pay any costs or damages and expenses (including attorney’s fees) finally awarded against Seller by a court of law, agreed to in settlement or awarded by any other body or person authorized under law or contract to award such damages. Customer also acknowledges and agrees that the providing of the Services may in some circumstances result in the disruption of services at such site(s) or loss or damage to software or hardware. Consequently, Customer agrees that it is Customer’s responsibility to perform backups of data on all devices connected to Customer’s IP addresses and/or domain names prior to Seller providing the Services. Customer further assumes the risk for all damages, losses, and expenses resulting from the Services. Upon Customer’s prior written request, Seller will (at an additional cost to Customer), attempt to save any data and programs on Customer’s computer systems that will be utilized by Seller in the performance of the Services.

(c)Limitations on Liability. The services are being provided “as is” without any warranty of any kind. Without limiting the foregoing, Seller makes no warranty whatsoever that the Services will be error-free, free from interruption or failure, or secure from unauthorized access, or that it will detect every vulnerability to Customer’s network, or that the results generated by the Services, will be error-free, accurate, or complete. The Services may become unavailable due to any number of factors including scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the Internet. This limitation shall apply regardless of whether (i) Seller determines that Customer’s systems are deemed “secure”, (ii) Customer performs such modifications to its systems as Seller reasonably suggests in order for its systems to be deemed “secure”, or (iii) otherwise.

Without limiting the foregoing, seller expressly disclaims all warranties, whether express, implied or statutory, and includes but not limited to the warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third party rights.

Under no circumstances shall seller be liable to customer or anyone claiming through or under customer for any loss of profits, loss of data, equipment downtime, loss of goodwill, or for any indirect, incidental, exemplary, consequential, or special damages relating to or arising out of this agreement, even if seller has been notified or the possibility of such loss or damage. The limitations of liability in this section shall apply to claims of every kind, whether based upon contract law, tort law, or otherwise, even if these limitations have the effect of exculpating seller from responsibility for its own negligence, fault, or other conduct.

Notwithstanding the foregoing and in no manner limiting the foregoing, to the extent that the foregoing is not applicable, customer agrees that in no event shall customer’s total cumulative liability in connection with this agreement and the services, whether in contract, tort or otherwise, exceed the amounts actually paid by customer for the services during the twelve (12) months immediately preceding the filing of such action. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

This section shall survive any termination or expiration of customer’s agreement with seller. Customer acknowledges that this limitation on liability was specifically bargained for and is acceptable to customer. Further, customer’s willingness to agree to the limitations contained in this section was material to seller’s agreement to enter into this agreement.

(d)Force Majeure. Seller shall not be responsible for failure to render any services hereunder due to causes beyond its control, including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, floods, war, acts of terrorism, delays in transportation, accident, failure of Customer to provide a suitable operating environment for Seller, hardware malfunctions caused by defects in software or otherwise, failure of Customer to allow Seller access to its computer system, acts of God and other similar occurrences.

1. PAYMENTS: Unless noted otherwise the Customer shall pay Seller the total fees and price for the Services by: (i) an initial deposit in the amount of 50% of the total proposal upon execution of this Agreement, if any; and (ii) payment of the full amount of the balance of the total fees and price on or before the date the Seller begins the Services. Any services provided to Customer by Seller, which are not included under this Agreement, will be charged to the Customer at Seller’s then applicable rates and terms, and Customer agrees to pay all such charges on or before thirty (30) days after the date of Seller’s written invoice(s) for same. Seller will have no obligation to perform any services for Customer, whether included in this Agreement or otherwise, unless all charges, fees, and taxes for Services rendered under this Agreement have been paid in full by Customer when due. In the event of non-payment of any sum due and owing under this Agreement, Seller shall have the right to suspend or immediately terminate all Services and other services, without notice, and may determine whether or not to reinstate any services upon receipt of payment in full of all sums owed.

2. HIRING OF SELLER’S EMPLOYEES: In the absence of Seller’s prior written consent, and for a period of twelve (12) months after the expiration or termination of this Agreement, for any reason whatsoever, Customer agrees not to hire or engage, directly or indirectly, any person who, at any time during the twelve (12) months immediately preceding such hiring or engagement, was an employee of Seller employed to perform the Services or other services similar to the Services for any customer of Seller. Seller and Customer agree that the damages from a breach of this Section would be difficult to ascertain. Therefore, in the event Customer breaches this provision, Customer agrees to pay Seller, as liquidated damages and not as a penalty, a sum equal to twenty-four (24) months pay for each former employee of Seller hired by Customer, at the rate paid by Seller for the last full month of such employee’s employment with Seller. In addition, Seller shall be entitled to temporary and permanent injunctions in order to prevent or restrain any such violation of this Section by the Customer or its partners, agents, representatives, servants, employers, employees and any and all persons directly or indirectly acting for or with the Customer. These remedies shall be in addition to, and not in limitation of, any other rights or remedies provided to Seller hereunder or available to Seller at law or in equity.

EQUIPMENT:

1. PURCHASE PRICE: The purchase price of the equipment shall be paid by means of a deposit upon execution of this Sales Agreement and the balance of the purchase price shall be paid when the Equipment is delivered to Purchaser.

2. TITLE: Title will be free and clear of all liens, claims and encumbrances of any kind, and shall vest in Purchaser upon delivery and payment for the Equipment.

3. DELIVERY: Seller will prepare the Equipment for shipping using the manufacture’s standard packing materials and will be responsible for the movement of the Equipment at the time designated by Purchaser. Purchaser will be responsible for all transportation from this point.

4. CONDITION OF EQUIPMENT: Seller will permit Purchaser to inspect the Equipment for general appearance at or before the time of delivery and agrees to maintain the Equipment thereafter so that no deterioration or excessive use shall occur before delivery of Equipment; or if such deterioration should occur, Seller shall use its best efforts to correct and/or have the manufacturer perform corrective measures to assure an acceptable appearance and condition of Equipment.

5. FORCE MAJEURE: In no event shall either party be liable for performance thereunder when performance is prevented because of events outside the control of either party.

6. WARRANTIES:

(a) Except as otherwise provided in warranty documents attached hereto the Equipment is sold “as is” and Seller expressly waives any and all warranties including, but not limited to, warranties of merchantability and of fitness for a particular purpose.

(b) Seller makes no warranties, either expressed or implied, with respect to software, firmware, or programmable settings or any “soft” parameters operating on or within Equipment or to the design specifications for overall system integration. Seller agrees to assist Customer in defining said requirements to the extent required to integrate Equipment into a working application.

(c) Customer agrees that the design complexity of the Equipment installation/integration is such that there may be inherent defects and agrees that as Seller’s sole liability and as Customer’s sole remedy, Seller will provide all reasonable technical support to correct any documented defects when Seller’s diagnosis indicates that the defects were existent in the original unaltered Equipment. When said diagnosis indicates a design change is required, Customer agrees to pay for any additional Equipment required and the installation thereof.

1. LIMITATION OF LIABILITY: IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, LOSSES, OR EXPENSES INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, EVEN IF SELLER HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGE CAUSED BY DELAY IN FURNISHING THE EQUIPMENT OR SOFTWARE UNDER THIS AGREEMENT. THE LIABILITY OF SELLER FOR DAMAGES OR MONETARY PAYMENTS OF ANY NATURE WHETHER FOR BREACH OF WARRANTY, NONPERFORMANCE OR OTHERWISE SHALL IN NO EVENT EXCEED THE SUMS ACTUALLY PAID TO SELLER BY CUSTOMER THEREUNDER.

2. TAXES: Purchaser will be responsible for payment of all taxes, except for income, imposed upon Seller by taxing authorities by reason of the sale and delivery of the Equipment.

3. NOTICES: Any notice(s) to be given under this Agreement shall be in writing and sent by hand delivery or certified mail, return receipt requested, to the appropriate party at the address set forth in this Agreement.

4. SUBSTITUTION: Prior to delivery of the Equipment, if Seller substitutes any item or items of the Equipment for another item or items of the same type and model, Seller must notify Purchaser in writing.

5. MISCELLANEOUS:

(a) This constitutes the entire Agreement between Seller and Purchaser with respect to the purchase and sale of the Equipment and no representation or statement not contained herein shall be binding upon Seller or Purchaser unless in writing and executed by the party to be bound thereby.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(c) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida including all matters of contraction, validity, performance, and enforcement.

(d) This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect.

(e) This Agreement and obligations of the Purchaser are not assignable without the prior written consent of Seller. Any attempt to assign any rights, duties, or obligations, which arise under this Agreement without such consent, will be void.

(f) If any provisions of this Agreement shall be held to be invalid, illegal, or unenforceable; the validity, legality and enforceability of the remaining provisions shall not in any away be affected or impaired thereby.

1. ARBITRATION AND FEES: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction. Such arbitration shall be held in Miami, Florida. As part of the award of any arbitration, the Arbitrator(s) may award all costs and expenses, including reasonable attorneys’ fees to the prevailing party. If it is necessary, following the arbitration award, for a party to enforce the arbitration award in court, such party may receive, in addition to enforcement of the arbitration award, attorney’s fees and other costs and expenses incurred by it in any such court proceedings. The parties specifically agree that venue for any such court proceedings shall be in Miami-Dade County, Florida, and submit to the jurisdiction of such court.

2. GENERAL:

(a) This Agreement constitutes the entire agreement between Seller and Customer with respect to the purchase and sale of the Services and no representation or statement not contained herein shall be binding upon Seller or Customer. This Agreement may be modified or amended only by a written instrument that expressly refers to this Agreement and that is executed by both Seller and Customer.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement and obligations of the Customer are not assignable without the prior written consent of Seller. Any attempt by Customer to assign any rights, duties, or obligations, which arise under this Agreement without such consent, will be void.

(c) Customer shall not make any deduction from, nor assert any right of set-off against, payments due to Seller without Seller’s express prior written authorization.

(d) Seller may, for the performance of any of the various services required of Seller under this Agreement, utilize the services of independent contractors selected by Seller.

(e) Any notice(s) to be given under this Agreement shall be in writing and sent by hand delivery or certified mail, return receipt requested, to the appropriate party at the address set forth in this Agreement.

(f) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida including all matters of construction, validity, performance, and enforcement.

(g) This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument.

(h) If any provisions of this Agreement shall be held to be invalid, illegal, or unenforceable; the validity, legality and enforceability of the remaining provisions shall not in any away be affected or impaired thereby.

(i) Neither the failure nor any delay on the part of Seller to exercise any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exer¬cise of such right, power, or privilege preclude any other or further exercise thereof.

​