Last updated: May 1, 2025
The Computer Warriors, Inc, a North Carolina corporation (“Computer Warriors,” “CW”) provides information technology services, including those services presently provided to you (“Client”) and/or those services described in a services agreement and/or proposal provided to Client (collectively, the “Services”) (the “Services Agreement”). Client desires to retain CW to provide the Services.
By receiving the Services from CW, Client agrees and understand that all Services are bound by the following terms and conditions (these “Terms and Conditions”). These Terms and Conditions are subject to change by CW without prior written notice at any time, in its sole discretion. Any changes to the Terms and Conditions will be in effect as of the “Last Updated” date referenced above. Client should review these Terms and Conditions before purchasing any Services. Client’s receipt of Services after the “Last Updated” date will constitute its acceptance of and agreement to such changes.
Capitalized terms not otherwise defined in the context of these Terms and Conditions are set forth and defined in the “Glossary of Terms” set forth at the end of these Terms and Conditions.
CW shall provide the Services to Client (as described in more detail in each Services Agreement) in accordance with the terms and conditions of these Terms and Conditions. By accepting Services and/or an applicable Services Agreement, Client agrees to the terms of these Terms and Conditions. If there is a specific, material difference or a direct conflict between the language in a Services Agreement on the one hand and the language in these Terms and Conditions on the other, then the language of the Services Agreement will control.
Each Services Agreement may include the following information, if applicable:
All Services will be performed on a schedule, and in a prioritized manner, as CW deems reasonable and necessary. Exact start dates may vary or deviate from the dates CW state to Client depending on the Service being provided and the extent to which prerequisites (if any), such as transition or onboarding activities, must be completed. CW will respond to any notification received by CW of any error, outage, alarm, or alert pertaining to the Environment in accordance with the priority described in a Services Agreement, if applicable. In no event will CW be responsible for delays in its response or CW’s provision of Services during (a) those periods of time covered under the Transition Exception, (b) periods of delay caused by Scheduled Downtime, Client-Side Downtime, Vendor-Side Downtime, (c) periods in which CW is required to suspend the Services to protect the security or integrity of the Environment or CW Equipment, or (d) delays caused by a Force Majeure Event. CW will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by Client-Side Downtime or Vendor-Side Downtime.
Each party is, and will remain, the owner and/or licensor of all works of Intellectual Property Rights owned by such party and nothing in these Terms and Conditions, any Services Agreement, or the provision of any Service shall be deemed to convey or grant any ownership rights or goodwill in one party’s Intellectual Property Rights to the other party unless expressly set forth and described in a Services Agreement. For the purposes of clarity, Client understands and agrees that CW owns any software, codes, algorithms, or other works of authorship that CW creates while providing the Services to Client. If CW provides licenses to Clients for Third Party Products, then Client understands and agrees that such Third-Party Products are licensed, and not sold, to Client. Client is allowed to use such Third-Party Products subject to the terms and conditions (a) of these Terms and Conditions, (b) of the applicable Services Agreement, (c) written directions that CW supplies to Client, and (d) any applicable EULA; no other uses of such Third-Party Products are permitted. To the maximum extent permitted by applicable Law, CW makes no warranty or representation, either expressed or implied with respect to third party software or its quality, performance, merchantability, or fitness for a particular purpose.
CW shall:
CW is responsible for all CW Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments, and disability benefits.
Client shall:
If CW’s performance of its obligations under these Terms and Conditions (or an applicable SOW) is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, CW shall not be deemed in breach of its obligations under these Terms and Conditions or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.
Without limiting the generality of the foregoing, Client agrees and understand that it alone, and not CW, is responsible for Client’s own compliance with all Laws, including all confidentiality and security requirements, and all such requirements of the HIPAA, Gramm-Leach-Bliley Act, USA Patriot Act (along with all network rules applicable to VISA, MasterCard, Discover, and/or other networks). Unless otherwise expressly stated in a Services Agreement, the Services are not intended, and will not be used, to bring Client into full regulatory compliance with any Law, rule, regulation, or requirement that may be applicable to Client’s business or operations. Depending on the Services provided, the Services may aid Client’s efforts to fulfill regulatory compliance; however, the Services are not (and should not be used as) a compliance solution.
Client warrants and represents that Client knows of no Law governing Client’s business that would impede or restrict CW’s provision of the Services, or that would require CW to register with, or report CW’s provision of the Services (or the results thereof), to any government or regulatory authority. Client agrees to promptly notify CW if Client becomes subject to any of the foregoing which, in CW discretion, may require a modification to the scope or pricing of the Services. Similarly, if Client is subject to responsibilities under any applicable Law (including, but not limited to, HIPAA, Gramm-Leach-Bliley Act, and USA Patriot Act), then Client agrees to identify to CW any data or information subject to protection under that Law prior to providing such information to CW or, as applicable, prior to giving CW access to such information.
Client understands and agrees that data loss or network failures in its Environment may occur, whether or not foreseeable. To reduce the likelihood of a network failure, Client must maintain proper security for its computer and information systems, including Updates. Client will adhere to Updates and maintain specific security standards, policies, procedures, such as those set forth by the NIST Cybersecurity Framework available at https://www.nist.gov/cyberframework. It is understood that unless otherwise expressly specified in a Services Agreement, it is not the intent for CW to provide any type of internet security monitoring, cyber security monitoring, cyber terrorism monitoring, or other cyber threats for Client.
Client understands and agrees that no security solution is one hundred percent (100%) effective, and any security paradigm may be circumvented and/or rendered ineffective by certain malware, such as certain ransomware or rootkits that were unknown to the malware prevention industry at the time of infection, and/or which are downloaded or installed into the Environment. CW does not warrant or guarantee that all malware or malicious activity will be capable of being detected, avoided, quarantined, or removed, or that any data deleted, corrupted, or encrypted by such malware (“Impacted Data”) will be recoverable. Unless otherwise expressly stated in a Services Agreement, the recovery of Impacted Data is out-of-scope and not included in the Services. Moreover, unless expressly stated in a Services Agreement, CW will not be responsible for activating multifactor authentication in any application in or connected to the Environment. Client is strongly advised to (a) educate its employees to properly identify and react to “phishing” activity, and (b) obtain insurance against cyberattacks, data loss, malware-related matters, and privacy-related breaches, as such incidents can occur even under a “best practice” scenario. Except as otherwise expressly set forth in these Terms and Conditions, CW and any Third Party Provider is held harmless from any costs, expenses, or damages arising from or related to such incidents.
Client acknowledges that from time to time, CW may provide Client with specific advice and directions related to the Services (“Advice”). For example, Advice may include increasing server or hard drive capacity, increasing CPU power, replacing obsolete equipment, or refraining from engaging in acts that disrupt the Environment or that make the Environment less secure. Client is strongly advised to follow Advice which, depending on the situation, may require Client to make additional purchases or investments in the Environment at its sole cost. Client acknowledges and agrees that CW is not responsible for any problems or issues (such as downtime or security-related issues) caused by Client’s failure to promptly follow Advice. If Client fails to follow Advice, CW may terminate the applicable Services for cause by providing notice of termination to Client. Unless specifically and expressly stated in a Services Agreement, any services required to remediate issues caused by Client’s failure to follow Advice, or Client’s unauthorized modification of the Environment, as well as any services rendered inefficient due to obsolete equipment or otherwise required to bring the Environment up to or maintain the Minimum Requirements, are out-of-scope and not included in the Services without further remuneration to CW (such remuneration may include CW’s hourly fee rates as determined by CW from time to time).
If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing in accordance with the notice provisions. CW shall, within a reasonable time (not to exceed 14 days) after receiving a Client-initiated request, or at the same time that CW initiates such a request, provide a written estimate to Client of: (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges for the Services arising from the change; (c) the likely effect of the change on the Services; (d) any other impact the change might have on the performance of these Terms and Conditions; and (e) any other information reasonably requested by the Client.
Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing.
Term. These Terms and Conditions shall commence as of the Effective Date and shall continue thereafter until the latest to occur of the completion of the Services, including those specified under all Services Agreements (which includes any period of “Commitment” referenced in a Services Agreement) and a term of one year (the “Initial Term”), unless sooner terminated pursuant to this Section 6. Provided, however, the termination of Services under one Services Agreement shall not, by itself, cause the termination of (or otherwise impact) these Terms and Conditions or the status or progress of any other Services between the parties.
Renewal. Upon expiration of the Initial Term, and unless otherwise set forth in the applicable Services Agreement, these Terms and Conditions and the term of any Services Agreement, shall automatically renew for additional one (1) year or three (3) year terms (as provided for in the Services Agreement) unless a party provides written notice of nonrenewal at least thirty (30) days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”). If the Term is renewed for one or more Renewal Term, the terms and conditions during each Renewal Term shall be the same as those in effect immediately prior to such renewal, subject to any change in fees. If either party provides timely notice of nonrenewal, then these Terms and Conditions shall terminate on the expiration of the then-current Term, unless sooner terminated as provided in this Section 6.
Other Termination. CW, in its sole discretion, may terminate these Terms and Conditions or any Services Agreement, in whole or in part, at any time without cause, by providing at least thirty (30) days’ prior written notice to Client. If Client terminates these Terms and Conditions (or any applicable Services Agreement) for a reason other than as set forth in this Section 6 prior to the end of the Term or any subsequent Renewal Term, or if CW terminates for cause, in addition to any other amounts due to CW, Client shall pay to CW damages equal to one hundred percent (100%) of the fees due during the remaining portion of the Initial Term, any Renewal Term, and/or Services Agreement in effect at the time of such termination. Furthermore, and without limiting the generality of the foregoing, Client shall remain liable for all license fees and related costs and expenses incurred in connection with EULA’s and/or Third-Party Providers, including, but not limited to, residual license fees and related charges arising with respect to Microsoft NCE.
Termination for Cause. Either party may terminate these Terms and Conditions or any Services Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (i) materially breaches these Terms and Conditions, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice; (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceeding under any Law relating to bankruptcy or insolvency, which is not fully stayed within twenty (20) business days or is not dismissed or vacated within forty-five (45) days after filing; (iv) is dissolved or liquidated or takes any corporate action for such purpose; (v) makes a general assignment for the benefit of creditors; or (vi) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. If Client or any of its staff, personnel, contractors, or representatives engages in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to Client, then in addition to CW’s other rights, CW will have the right upon providing Client with ten (10) days prior written notice, to terminate the Services, these Terms and Conditions, and/or any applicable Services Agreement.
Effects of Termination or Expiration. Upon expiration or termination of these Terms and Conditions for any reason: CW shall (i) promptly deliver to Client all Deliverables (whether complete or incomplete) for which Client has paid, all Client Equipment and all Client Materials in its possession, (ii) promptly remove any CW Equipment located at Client’s premises, (iii) provide reasonable cooperation and assistance to Client upon Client’s written request and at Client’s expense in transitioning the Services, and (iv) on a pro rata basis, repay all fees and expenses paid in advance for any Services not performed or Deliverables not provided (except to the extent CW is permitted to retain fees). Each party shall (i) return to the other party all documents and tangible materials containing the other party’s Confidential Information, (ii) permanently delete all the other party’s Confidential Information from its computer systems, and (iii) certify in writing that it has complied. If Client fails or refuses to grant CW access as described herein, or if any of the CW Equipment is missing, broken or damaged (normal wear and tear excepted) or any CW-supplied software is missing, CW will have the right to offset against amounts otherwise owing to Client and/or invoice Client for, and Client hereby agrees to pay immediately, the full replacement value of all missing or damaged items. Unless otherwise expressly stated in a Services Agreement, CW will have no obligation to store or maintain any Client data in its possession or control beyond five (5) calendar days following the termination of the applicable Services.
Survival. The rights and obligations of the parties which, by their nature, should survive termination or expiration of these Terms and Conditions, will survive any such termination or expiration.
In consideration of the provision of the Services by CW and the rights granted to Client, Client shall pay the fees set forth in the applicable Services Agreement. CW reserves the right to require one or more deposits for Services and/or Third-Party Products, and if so required, Client shall promptly pay any such deposit, held by CW until Client has paid CW in full for the related Service and/or Third Party Products.
Where the Services are provided on a time and materials basis: (a) the fees shall be calculated in accordance with CW’s daily or hourly fee rates as set forth from time to time or in the applicable Services Agreement; (b) Client shall reimburse CW, at CW’s actual cost, for any materials, machinery, equipment, and third-party services (“Materials”) reasonably necessary for the provision of the Services, with CW obtaining Client’s written consent prior to purchase (not unreasonably withheld); and (c) CW shall issue invoices monthly in arrears. Where Services are provided for a fixed price, the total fees shall be the amount set out in the applicable Services Agreement, paid in installments as set out therein. Client agrees to reimburse CW for all reasonable travel and out-of-pocket expenses. Should the need arise for Service outside the scope of a Services Agreement, CW’s on-call staff may respond either remotely or on-site as needed at rates dependent on CW personnel and the time of day.
CW may require that all recurring monthly fees be charged to Client automatically, charged on the first business day of the month in which the Services are to be provided. All other non-recurring Services will be due upon receipt of invoice, and Client shall pay all invoiced amounts within thirty (30) days after receipt. All payments shall be in US dollars and, other than payments by credit card, shall be made by check. Client shall be responsible for all sales, use, and excise taxes and any other similar taxes, duties, and charges imposed by any governmental entity.
Amounts owing to CW that remain unpaid for more than thirty (30) days after due will be subject to interest at the lower of 3% per month or the maximum allowable rate permitted by Law. CW reserves the right (but not the obligation) to suspend part or all of the Services without prior notice if any portion of undisputed fees are not timely received; monthly or recurring charges shall continue to accrue during any period of suspension. Notice of fee disputes must be received by CW within fourteen (14) days after the applicable Service is rendered or CW’s mailing of an invoice, whichever is later; otherwise Client waives its right to dispute the fee. A re-connect fee of up to five percent (5%) may be charged if CW suspends the Services due to nonpayment. Time is of the essence in the performance of all payment obligations. If CW must refer Client’s account to Collections to recover undisputed fees, CW will be entitled to recover all costs and fees incurred, including reasonable attorneys’ fees and costs.
Portions of the Services may be acquired from, resold from, and/or rely upon the services of, third party vendors, manufacturers, or CWs (“Third Party Provider”), such as data hosting, help desk, malware detection, domain registration, data backup/recovery, other security-related services, and/or next generation technology solutions (each, a “Third Party Service”). Not all Third-Party Services will be expressly identified, and CW reserves the right to utilize or change Third Party Providers in its sole discretion if the change does not materially diminish the Services CW is obligated to provide. Third Party Providers are not CW’s contractors, subcontractors, or under its managerial or operational control. While CW will endeavor to facilitate a workaround for the failure of a Third-Party Service, CW will not be responsible, and will be held harmless by Client, for any failure of any Third-Party Service or any Third-Party Provider.
Portions of the Services may require Client to accept the terms of one or more third party end user license agreements (“EULAs”). If acceptance of a EULA is required to provide the Services, Client hereby grants CW permission to accept the EULA on Client’s behalf. EULAs may contain service levels, warranties and/or liability limitations different than those contained in these Terms and Conditions; Client agrees to be bound by such EULAs and will look only to the applicable Third-Party Provider for enforcement. Client hereby grants CW permission to renew any such EULA and warranties and bill Client accordingly.
Under no circumstances will CW be responsible for any data lost, corrupted, or rendered unreadable due to (i) communication and/or transmission errors or related failures (whether onsite or cloud-based), (ii) equipment failures (including silent hardware corruption-related issues), or (iii) CW failure to backup or secure data from portions of the Environment that were not expressly designated in the applicable Services Agreement as requiring backup or recovery services. Unless expressly stated in writing by CW, CW does not warrant or guarantee that any maintained storage device or functionality, data backup device or functionality, or load balancing functionality will operate in an error-free manner.
Client represents and warrants that CW is authorized to access all devices, peripherals and/or computer processing units, including mobile devices (“Devices”), connected to the Environment, regardless of ownership. CW will not be responsible for the diagnosis of, any failures due to, or remediation of any issues caused by the connection or use of Unknown Devices. All CW Equipment is licensed to Client and is neither owned by nor leased to Client; upon termination of applicable Services, Client’s license to use the CW Equipment terminates and all CW Equipment must be returned to CW immediately at Client’s expense. All configurations on the CW Equipment are CW’s proprietary information and will not be circumvented, modified, or removed by Client without CW’s prior written consent.
The Receiving Party agrees: (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without prior written consent, except to its officers, employees, consultants, and legal advisors who have a “need to know”, who have been apprised of this restriction, and who are bound by nondisclosure obligations at least as restrictive as those set forth herein; (b) to use the Confidential Information only for the purposes of performing its obligations under the Agreement or, in the case of Client, to make use of the Services and Deliverables; and (c) to immediately notify the Disclosing Party of any loss or disclosure of Confidential Information.
If the Receiving Party becomes legally compelled to disclose any Confidential Information, it shall provide prompt written notice so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy, and reasonable assistance in opposing such disclosure. If still required by Law to disclose, the Receiving Party shall disclose no more than that portion which, on the advice of legal counsel, it is legally required to disclose.
Each party represents and warrants to the other that it is duly organized, validly existing and in good standing; has the full right, power, and authority to enter these Terms and Conditions; that execution by its representative has been duly authorized; and that these Terms and Conditions constitute its legal, valid, and binding obligation. CW represents and warrants that it shall perform the Services using personnel of required skill, experience, and qualifications in a professional and workmanlike manner in accordance with commercially reasonable industry standards; that it performs the Services in compliance with all applicable Laws; and that the Services and Deliverables will be in conformity in all material respects with all requirements or specifications stated for a period of 30 days after delivery. In the event of breach of that warranty, CW’s sole obligation and Client’s sole remedy is for CW to use reasonable efforts to cure and, failing cure within 30 days, a pro-rated refund upon termination.
All equipment, machines, hardware, software, peripherals, or accessories purchased through CWs (“Third Party Products”) are generally nonrefundable once the item is ordered from CW’s Third-Party Provider or reseller; in some instances, some Third Party Products may be returned within fourteen (14) days of receipt if in original packaging, subject to the Third-Party Provider’s return policies. CW does not guarantee that purchased Third Party Products will be returnable, exchangeable, or that re-stocking fees can or will be avoided. All Third-Party Products are provided “as is” and without any warranty whatsoever as between CW and Client (including implied warranties).
EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS AND CONDITIONS, (A) EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THESE TERMS AND CONDITIONS, AND (B) CW SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Client shall defend, indemnify, and hold harmless CW, Third Party Provider, and CW’s Affiliates and their officers, directors, employees, agents, successors, and permitted assigns from and against all Losses arising out of or resulting from any third-party action arising out of or resulting from: (a) bodily injury, death of any person, or damage to real or tangible, personal property resulting from the negligent or willful acts or omissions of Client; and (b) Client’s breach of any representation, warranty, or obligation in these Terms and Conditions.
CW shall promptly notify Client in writing of any action and cooperate with Client at the indemnifying party’s sole cost and expense. CW will have the right, but not the obligation, to control the intake, defense and disposition of any claim for which indemnity may be sought. Client shall not settle any action in a manner that adversely affects the rights of CW without CW’s prior written consent.
Client acknowledges and agrees that CW would not provide any Services or enter into any Services Agreement or these Terms and Conditions, unless CW could rely on the limitations described in these Terms and Conditions, including this Section.
IN NO EVENT WILL CW BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THESE TERMS AND CONDITIONS, OR ANY SERVICES AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL CW’S LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (A “CLAIM”), EXCEED THE AMOUNT OF ACTUAL AND DIRECT DAMAGES, NOT TO EXCEED THE AMOUNT OF FEES PAID BY CLIENT (EXCLUDING HARD COSTS FOR LICENSES, HARDWARE, ETC.) TO CW FOR THE SPECIFIC SERVICE UPON WHICH THE APPLICABLE CLAIM(S) IS/ARE BASED DURING THE MONTH PERIOD IN WHICH THE CLAIM ACCRUED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDIES LISTED IN THESE TERMS AND CONDITIONS FAIL OF THEIR ESSENTIAL PURPOSE.
At all times during the Term and for a period of three years thereafter, Client shall procure and maintain, at its sole cost and expense, such types and amounts of insurance coverage as CW may require from time to time, including cyber liability insurance. All insurance policies shall be issued by insurance companies reasonably acceptable to CW; provide at least 30 days’ prior written notice of cancellation or non-renewal; waive any right of subrogation against CW; provide that such insurance be primary and non-contributory; and name CW and its Affiliates as additional insureds. If Client is supplied with CW Equipment, Client will also acquire and maintain, at its sole cost, insurance for the full replacement value of that equipment listing CW as an additional insured / loss payee. Upon written request, Client shall provide CW with copies of certificates of insurance and policy endorsements.
During the Term and for a period of one (1) year thereafter, Client shall not, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under these Terms and Conditions who is then in the employ of CW. A general advertisement or job listing shall not be construed as a solicitation, and the hiring of any employee or independent contractor who freely responds thereto shall not be a breach. If Client breaches this section, it shall, on demand, pay to CW a sum equal to one year’s basic salary or the annual fee payable to that employee, worker, or independent contractor plus the recruitment costs incurred in replacing such person.
CW retains the right to perform the same or similar type of services for third parties during the Term of these Terms and Conditions.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term (except for payment obligations), when and to the extent such failure or delay is caused by or results from acts beyond the Impacted Party’s reasonable control (“Force Majeure Events”), including: acts of God; flood, fire, earthquake, pandemics, or explosion; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; government order, Law, or actions; embargoes or blockades; national or regional emergency; strikes, labor stoppages or slowdowns; internet outages, shortage of adequate power or transportation facilities; and other similar events. The Impacted Party shall give notice within 30 days of the Force Majeure Event. If the affected party’s failure or delay remains uncured for a period of 30 days following written notice, the other party may thereafter terminate these Terms and Conditions upon 15 days’ written notice.
The relationship between the parties is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, joint venture, employment, or fiduciary relationship, and neither party shall have authority to contract for or bind the other. Neither party shall issue any announcement, press release, or other publicity relating to these Terms and Conditions, or use the other party’s trademarks, service marks, trade names, logos, or brand names, without the prior written consent of the other party (not unreasonably withheld or delayed).
All notices shall be in writing and deemed given when delivered by hand (with written confirmation of receipt); when received if sent by a nationally recognized overnight courier; on the date sent by email if sent during normal business hours (next business day if after); or on the third day after mailing by certified or registered mail, return receipt requested, postage prepaid. Notices to CW: The Computer Warriors, Inc., 5500 Market St., #100b, Wilmington, NC 28405. Notices to Client: at such address set forth in the Services Agreement.
These Terms and Conditions, together with all CW Proposals and Services Agreements and any other documents incorporated herein by reference, constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral. In the event of any conflict, the following order of precedence shall govern: (a) first, these Terms and Conditions, exclusive of its Exhibits and Schedules; (b) second, the applicable Services Agreement (including any CW Proposal); and (c) third, any Exhibits and Schedules. Client may not assign, transfer, or delegate any or all of its rights or obligations without the prior written consent of CW. These Terms and Conditions may be amended, modified, or supplemented only by an agreement in writing signed by each party. If any term or provision is invalid, illegal, or unenforceable in any jurisdiction, such invalidity shall not affect any other term or provision.
These Terms and Conditions shall be governed by and construed in accordance with the internal Laws of the State of North Carolina without giving effect to any choice or conflict of Law provision. Any legal suit, action, or proceeding shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina, and each party irrevocably submits to the exclusive jurisdiction of such courts. The parties mutually agree that, unless otherwise prohibited by law, any action for any matter arising out of or related to any Service, these Terms and Conditions, or any Services Agreement (except for issues of nonpayment by Client) must be commenced within six (6) months after the cause of action accrues or the action is forever barred. Each party irrevocably and unconditionally waives any right it may have to a trial by jury. Except for Collections actions to recover fees due to CW, any dispute, claim or controversy arising from or related to these Terms and Conditions shall be settled by arbitration before one arbitrator mutually agreed upon by the parties, administered and conducted by the American Arbitration Association (the “AAA”) or, if no AAA-certified arbitrator is available within a twenty (20) mile radius of CW office, then by any arbitration forum as determined by CW. The party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs. If any action, suit, or other legal or administrative proceeding is instituted by either party against the other arising out of or related to these Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
