Payment for Products / Services: All payments are due as specified above hereof or as otherwise invoiced. If Customer’s payment is overdue, interest on said overdue account will be charged at 2 percent per month (24 percent per annum).
Title and Access Credentials: Title/Access-Credentials to any Product/Infrastructure/Service will not pass to the Customer until Velocity Business Solutions has been paid in full for all Products and/or Services. The Customer hereby grants to Velocity Business Solutions a security interest in the Products/Infrastructure/Services until payment in full. If default is made in any payments, Velocity Business Solutions may retain any partial payments which have been made, as liquidated damages and Velocity Business Solutions will be entitled to immediate possession of the Products and will be free to enter the premises where the Products may be located, and remove them as Velocity Business Solutions property, without prejudice to Velocity Business Solutions right to recover any further expenses or damages Velocity Business Solutions may suffer by reason of such non-payment.
Software License: The Customer will enter into Velocity Business Solutions standard software license, with respect to the provision by Velocity Business Solutions of the Products and Services, as appropriate.
The Material: The Customer represents and warrants that the Materials and any part thereof furnished by the Customer to Velocity Business Solutions for inclusion in the Services are owned by the Customer or that the Customer has permission from the owner to use it. The Customer must ensure that any Material supplied to Velocity Business Solutions or subsequently used in connection with the Products or Services is not illegal; obscene; pornographic; defamatory; threatening; racist or hate related; or annoying or harassing of or to any person.
Protection of Velocity Business Solutions Intellectual Property: All rights, title and interest in and to all intellectual property and all rights, title and interest in and to any invention relating thereto or any other improvement or enhancement thereof, whether or not protectable and whether or not conceived of or made in the course of or as a result of this agreement, are, will be and will remain the sole and exclusive property of Velocity Business Solutions. The Customer covenants and agrees that it will not at any time, directly or indirectly, dispute or contest the validity or enforceability of any of Velocity Business Solutions intellectual property rights, attempt any registration thereof, or attempt to dilute the value of any goodwill attaching to the intellectual property or inuring from any part thereof. Any goodwill associated with Velocity Business Solutions intellectual property rights will ensure exclusively to the benefit of Velocity Business Solutions.
Limitation of Liability / Disclaimers: Velocity Business Solutions will not be liable for any direct, indirect, incidental, or consequential losses or damages suffered by the Customer or any other person for any reason, whether foreseeable or not, including: (i) any damages, loss of profits, loss of earnings, loss of business opportunities, injury or other loss or damage resulting directly or indirectly out of or in connection with the Products or Services, or this agreement; (ii) any acts of any other entity providing telecommunications or computer services with respect to the Products or Services. The foregoing will apply despite any negligence or misconduct by Velocity Business Solutions or its employees or representatives. Velocity Business Solutions also disclaims any responsibility for any conduct, content, goods and services available on or through the Internet, or the quality or accuracy of any information. Velocity Business Solutions is not responsible for the integrity or security of the Customer’s personal files and data stored on Velocity Business Solutions file servers. The Customer is solely responsible for the backup thereof.
Employees: The Customer will not, during the term of this Agreement or for a period of 1 year after the date of termination of this Agreement solicit, interfere with or endeavor to entice away from Velocity Business Solutions any employee of Velocity Business Solutions.
Confidentiality: In addition to the obligations which the parties have under applicable laws and regulations to keep information confidential, the parties will treat all information not of public record that is exchanged pursuant to this agreement or otherwise in the course of the parties’ dealings with each other, as confidential. If either party obtains such confidential information, it will not use it, and will not disclose it to anyone, except to the extent, and only to those employees and duly authorized agents or representatives, as necessary to carry out the purposes of this agreement or as necessary to comply with federal, provincial or local law. The parties will ensure that any such employee, agent, or representative will be bound by similar confidentiality obligations. The obligation to protect the confidentiality of information will continue regardless of the termination or cancellation of this agreement for any reason.
Indemnification by Customer: The Customer will defend, indemnify and hold harmless Velocity Business Solutions from and against any losses, damages, claims, liabilities and expenses including, but not limited to, legal fees, resulting from: (i) any use by the Customer or any third party of the Products and / or the Services; (ii) any breach, by action or omission, of any of these terms and conditions; or (iii) the use of the Customer’s intellectual property for purposes of the Services and/or Products.
Cancellation of Agreement: Either party may cancel this agreement in whole or in part by notice to the other party in writing at any time if the other party defaults in performance hereunder in a material respect. Cancellation of this agreement for any reason will not relieve or release the Customer from any rights, liabilities or obligations, which it has accrued prior to the date of such cancellation. The Customer will pay for any Products and/or Services or part thereof that are completed as of the date of cancellation.
Non-Waiver: Non-enforcement of any of these terms and conditions by Velocity Business Solutions does not constitute consent or waiver, and Velocity Business Solutions reserves the right to enforce any terms or conditions at its sole discretion.
Agreement: The Customer agrees that these terms and conditions supersede all previous representations, understandings or agreements, oral or written.
Returns: All hardware and software products procured through Dell or Dell Distribution partners on behalf of Velocity customers are ineligible for return, as per Dell-EMC Canada policy.
