BTek Installation and Custom Engraving Indemnity Agreement
BTek Installation and Custom Engraving Indemnity Agreement
Customer may request from time to time that a BTek entity (“BTek Holdings LLC“) install (the “Installation“) certain software images and data desired by Customer, (collectively, the “Software“) on to computer equipment, or laser engrave (the “Engraving”) certain copyrights, trademarks, service marks, trade names, logos, statements, portraits, graphics, artwork, photographs, pictures or illustrations desired by Customer on to computer equipment to be used by Customer (the “Equipment“). BTek is willing to do so subject to the terms and conditions contained in this Installation and Custom Engraving Indemnity Agreement (“Agreement”).
BTEK’S INSTALLATION SERVICES PROVIDED IN CONNECTION WITH THE SOFTWARE SHALL BE SUBJECT TO THE TERMS AND CONDITIONS ON THE WEBSITE.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer hereby agrees as follows:
Customer hereby represents and warrants to BTek for Imaging: (a) Customer has full authority, right and power to cause the Software to be installed on the Equipment it is being installed on (including, if applicable, to cause it to be transferred from existing hardware) and to use the Software on the Equipment, either as owner, through valid and existing license agreements or otherwise; and (b) the installation and the use of the Software in the Equipment will not violate any copyright, license agreement, intellectual property right or other right affecting the Software,
If Customer is procuring any Services from BTek and Customer has requested direct access to use BTek’s internet connection to download Software (“Direct Access”), Customer additionally acknowledges, warrants and represents that it understands that (a) Direct Access can potentially expose Customer’s devices and BTek’s other customers, and their devices, to malware; (b) while BTek maintains and manages industry standard information security protocols for its own environment, these standards may differ from Customer’s, and be exposed to additional potential threats and malware, arising out of Customer’s use of BTek’s internet; (c) it is using BTek’s internet AS-IS, without warranty of any kind, (d) it will exercise due care and follow no less than its own information security policies and practices in utilizing BTek’s internet connection, and (e) it is aware of the potential for malware arising from access to BTek’s internet connection.
Customer hereby represents and warrants to BTek for Engraving: (a) Customer has full authority, right and power to cause the Customer Image to be engraved on the Product, that the Engraving of the Customer Image on the Product will not violate any copyright, license agreement, intellectual property right or other right relating to the Customer Image; and (b) the Engraving of the Customer Image on the Product will otherwise be lawful. Customer shall be solely responsible for the Customer Image provided to BTek to engrave on the Product. BTek may, at any time, (i) request such further assurances and security as BTek may determine regarding Customer’s representations, and warranties, or (ii) if BTek reasonably believes that any Customer representation or warranty is inaccurate or may be subject to a claim by a third party, terminate the Engraving of the Customer Image in whole or in part. Termination by BTek will not release Customer of its obligation to pay for services rendered and to be rendered under its agreements with BTek. BTek will engrave a “First Article” to be sent to Customer for review and approval. FIRST ARTICLES ARE NON-RETURNABLE. Once Customer’s approval is received by BTek, the order will be processed in its entirety. ONCE APPROVED BY CUSTOMER AND ENGRAVED BY BTek, ITEMS ARE NON- RETURNABLE.
If Customer is purchasing End-User Data Restore Services, Customer must provide BTek with access to Customer’s applicable data and information, whether stored in Customer’s systems or a third party’s hosted environment. By providing such access, Customer hereby authorizes BTek download such information and data for the purpose of performing these Services. Furthermore, Customer acknowledges and agrees that it is solely responsible for scheduled back-up and other protection of its data and software against loss, damage or corruption. Customer shall be solely responsible for reconstructing any data or software in Customer’s environment including its cloud service environment(s), that may be lost, damaged or corrupted during the performance of the Services. BTek is not responsible if it is unable to complete any End-User Data Restore Services to the extent caused by limitations in Customer’s environment including its cloud service environment(s).
Customer acknowledges and agrees that:
BTEK EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE. IN NO CASE SHALL BTEK, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING FROM THE SOFTWARE OR RELATED IN ANY WAY TO YOUR USE OF THE SOFTWARE.
Customer shall be solely responsible for reconstructing data stored on disk files, tapes, memories or otherwise lost during the Engraving, or installation of the Software. If, at any time, in the sole discretion of BTek, BTek determines that any representation or warranty is inaccurate, in whole or in part, BTek may, at its option, terminate the installation of the Software or request such further assurances and security as BTek may determine. Termination by BTek will not release Customer of its obligation to pay for services rendered and to be rendered under its agreements with BTek.
Customer agrees to at all times indemnify, defend and hold harmless BTek, its affiliates and their respective directors, officers, employees and agents and suppliers, from and against any and all liabilities, debts, obligations, claims, penalties, fines, demands, judgments, actions, causes of action, losses, damages, costs or expenses (including attorney fees and any other costs or expenses imposed upon or incurred in the defense, investigation or settlement of any matter which is subject to this Agreement), of any amount and nature whatsoever, incurred by or imposed upon BTek as a result of, related to or in any way connected with or arising out of: (a) any claim made by any party that the Engraving or installation of the Software violates any copyright, license or other right; and (b) the inaccuracy of or breach of any representation or warranty of Customer.
Any failure by BTek to assert any right hereunder shall not constitute a waiver of any other right or remedy under this Agreement. This Agreement shall be binding upon and inure to the benefit of Customer and BTek and their respective successors and assigns. This Agreement and the representations, warranties and covenants of Customer contained herein shall survive the completion of any and all services rendered by BTek and the payment therefor. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law rules. Any action arising out of a dispute between the Customer and BTek shall be brought exclusively in the courts located in Kent County, Delaware and Customer consents to the jurisdiction of the federal and state courts located in Kent County, Delaware and submits to the jurisdiction thereof and waives the right to change venue. In the event of the invalidity or unenforceability of any provision of this Agreement under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Agreement.
BTek’s Configuration Center requires the information from the form on this page in order to expedite every order covered by this Agreement.