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Terms & Conditions
bitSleuth and Customer agree that all goods and services provided by bitSleuth for this engagement will be governed by the following terms and conditions:
The Engagement:
Customer engages bitSleuth and/or its suppliers to use all reasonable efforts to: inspect, evaluate, and identify the problem (if not already identified); and/or retrieve, or minimize the damage to, the equipment/data/media; and/or provide other services as may be requested by Customer from time to time. bitSleuth estimated charges may not be sufficient to accomplish the engagement; no additional work will be performed without Customer authorization.
Confidentiality:
bitSleuth will use any Customer Information only for the purpose of fulfilling the engagement, and will otherwise hold Customer Information in the strictest confidence. Confidentiality obligations shall not apply to any information which enters the public domain through no fault of bitSleuth; which was known to bitSleuth prior to receipt from Customer, which is disclosed to bitSleuth by a third party (other than employees or agents of either party) which in making such information available to bitSleuth is not in violation of any confidentiality obligation to the disclosing party; or which is independently developed by bitSleuth without recourse to the Customer information. Customer understands that bitSleuth will disclose to the appropriate authorities any information or data which is in violation of state or federal child pornography statutes as well as any information or data which indicates a plan to harm third persons. Further, customer waives any confidentiality and holds bitSleuth harmless for disclosure of the preceding information to relevant authorities.
Payment:
Customer agrees to pay bitSleuth in full for all work authorized by Customer, Such work typically includes charges for bitSleuth services, reasonable travel and per diem expenses for on-site work, shipping and Insurance (both ways), and actual expenses, if any, for parts, media, and/or off-the-shelf software used in the engagement. Unless otherwise agreed to in advance by bitSleuth, all such sums are due and payable in advance, by check, bank money order, or major credit card.
Acknowledgment of Existing Conditions:
Customer acknowledges that the equipment/data/media may be damaged prior to bitSleuth receipt and Customer further acknowledges that the efforts of bitSleuth and/or its suppliers to complete the engagement may result in the destruction of or further damage to the equipment/data/media. bitSleuth for itself and its supplies regrets that it will not assume responsibility for additional damage that may occur to the Customer’s equipment/data/media during bitSleuth efforts to complete the Engagement.
Unpaid Charges; Security Interest:
In the event there are any unpaid charges, Customer grants bitSleuth a security interest in and to the equipment/data/media to secure the payment of the charges incurred hereunder. Any items which have not been claimed and paid for within thirty (30) days after the date of completion of the Engagement will be considered abandoned by the Customer and may be disposed of (including all data/media containing data) at the sole discretion of bitSleuth.
No Warranties; Disclaimer of all Warranties:
bitSleuth for itself and its suppliers, makes and customer receives no warranties or conditions for any good or service, express, implied, statutory, or in any communication with customer, and bitSleuth, for itself and its suppliers, specifically disclaims any implied warranty of merchantability or fitness for a particular purpose, and arising from usage of trade or course of dealing or performance.
Limitation of Liability; Limitation of Damages:
In no event will bitSleuth or its suppliers be liable for any damages whatsoever, including without limitation damages for loss of data, loss of business profits, business interruption, or other pecuniary loss, or incidental, consequential, or indirect damages arising from the Engagement, even if bitSleuth or any authorized representative has been advised of the possibility of such damages. Customer acknowledges that the estimated and actual fees and charges reflect this limitation of liability and allocation of risk. The total liability of bitSleuth or its suppliers to Customer under this Agreement shall in no event exceed the total sums paid by Customer to bitSleuth.
Customer’s Representation and Indemnification:
Customer warrants to bitSleuth that it is the owner of, and/or has the right to be in possession of, all equipment/data/media furnished to bitSleuth; and Customer will defend, at its expense, indemnity, and hold bitSleuth and its suppliers harmless against any damages or expenses that may occur (including reasonable attorney’s fees), and pay any cost, damages, or attorney’s fees awarded against bitSleuth resulting from Customer’s breach of this section.
Uncontrollable Circumstances:
Either party’s performance of any part of this Agreement shall be excused to the extent that such performance is hindered, delayed, or made impractical by: (a) the acts or omissions of other party; (b) flood, fire, strike, war, or riot; (c) availability of parts or software; (d) any other cause (whether similar or dissimilar to those listed) beyond the reasonable control of that party. Upon the occurrence of any such event(s), the party whose performance is so affected shall notify the other party of the nature and extent of the event(s) so that decisions to mitigate the negative effect(s) of such event(s) may be promptly made.
Attorney & Collections Fees:
Should bitSleuth be forced to bring legal or collections action against Customer for any reason, Customer hereby agrees that, should bitSleuth prevail in such action through settlement or judgment, Customer will also be liable for all legal costs (including attorney and collection fees) incurred in relation to said legal action.
Miscellaneous:
The parties agree that this agreement shall be construed and the relations of the parties shall be determined in accordance with the laws of the state of Minnesota; provided, however, that if any provisions of this Agreement is in violation of any applicable law, such provision shall to such extent be deemed null and void, and the remainder of the Agreement shall remain in full force and effect. The place of adoption of this Agreement is deemed to be the principal place of business of bitSleuth, Inc., Minneapolis, MN. Any revision or modification of this agreement shall be effective only if it refers to this Agreement, is in writing, and is signed by an authorized representative of each party to this agreement. Facsimile signatures for this Agreement and any subsequent exhibits are effective to bind the signing party and admissible in any court and/or for any lawful purpose. This Agreement, together with any exhibits or other attachments, constitutes the entire Agreement between the parties in relation to this subject matter.
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