Terms and Conditions:

 

Last Update: 7-26-2021

NON-CONTRACT CUSTOMER ENGAGEMENT AGREEMENT
This Services Agreement (hereinafter “Agreement”) is between Virtual Technologies
Group, an Ohio corporation (“VTG”), and Client. Client and VTG (hereinafter each a “Party” and collectively the “Parties”)

1. Services:
1.1 VTG shall provide to Client the services covered by this Agreement (hereinafter “Services ”) for general technology support
and remediation in an ‘as needed’ basis. Client can engage VTG to provide additional services and products under this
Agreement through the approval of designated proposal or Statement of Work (SOW) with VTG limited to the terms
thereof and shall incorporate the terms and conditions of this Agreement. In the event of a conflict between the terms of
the SOW and this Agreement, the terms of this Agreement shall control.

2. Fees, Delivery and Payment:
2.1 The fees for the Services shall be specified on any provided quote or at-will service rates (the “Fees”). Taxes and fees mandated by
governmental agencies are the responsibility of client which may or may not be reflected on proposal or SOW. Any
recurring fees shall be increased annually by 3% at the discretion of VTG unless otherwise denoted.
2.2 Fees will be invoiced by VTG as outlined on proposal or SOW. Payment terms shall be Net 15 after receipt of VTG
invoice. Payment for all Services shall be made in USD. Payments not received when due shall be subject to a late
payment charge of 1.5%, or the maximum charge allowed by law. Client agrees to reimburse VTG including but not
limited to court costs and attorneys’ fees.
2.3 VTG shall render Services at mutually agreeable time and place.
2.4 Transfer of ownership for any / all equipment shall take place upon payment being rendered to VTG in full or at completion
of contract if applicable based on terms of said contract.
2.5 Hardware will be invoiced upon delivery regardless of installation or services being rendered associated with said hardware.
2.6 Services and / or equipment purchases in excess of $5,000 will require a 50% down payment and remainder of balance will
be due as outlined above
2.7 Invoice is due at maturity. Finance charge of 1.5% per month will be assessed on invoices after 30 days
2.8 Returns and exchanges must be made within 30 days of purchase or may be subject to restocking fees
2.9 Returns and exchanges on special order items are subject to restocking fees
2.10 Accounts which participate in payment by credit card may be subject to administrative charges
2.11 Be sure to use account credits on the next future order. Failure to utilize credits within 90 days from issuance will result in forfeiture of credit
2.12 VTG has the right to change non-contract hour rate pricing annually. Customer non-contract rates will not change more than once per calendar year

 

3. Personnel:
3.1 The term “VTG personnel” for the purposes of this Agreement shall mean all personnel employed by VTG directly or
indirectly including but not limited to employees, affiliates, and approved sub-contractors.
3.2 Client shall provide VTG personnel ready access to Client’s location, subject to Client’s reasonable internal security and
safety rules and adequate space to perform the Services. VTG shall not be liable for any costs, expenses, or damages
arising from Client’s failure to provide access.
3.3 In the event materials or products are requested to be left at client’s site, Client acknowledges that aforementioned items
remain the property of VTG. In the event of damaged, destroyed or stolen due to the intentional acts, negligence or
failure to act of Client, its employees, agents, or invitees, Client shall reimburse VTG full replacement value. VTG shall
remove any materials not to exceed five (5) business days, after the cancellation or completion of the Services.

4. Limited Warranty:
4.1 Subject to the limitations set forth below, for a period of sixty (60) days from the date of completion of the Services, VTG
warrants only that the Services will conform to the requirements of any SOW or proposal and the written specifications
contained or referenced therein. VTG will use reasonable efforts to protect the Services against viruses, worms, Trojan
horses, and other harmful elements designed to disrupt the orderly operation of or impair the integrity of
Services. VTG hereby assigns, and represents that it has the authority to assign, to Client all manufacturer’s warranties,
express or implied, representations, service agreements, and other indemnities, if any, applicable to all Products sold
to Client by VTG. Notwithstanding the foregoing, nothing contained in a SOW/ proposal related to anti-virus or
ransomware mitigation Services shall be interpreted to be a warranty against any virus or ransomware and Client
acknowledges as such. Unless otherwise specified in a SOW / proposal, to the extent that Client’s systems become
infected or otherwise compromised by any virus or ransomware, any VTG Services requested by Client to mitigate or
remove any such virus or ransomware shall be subject to VTG’s then-prevailing rates for any such services.
4.2 FOR THIS WARRANTY TO BE VALID, CLIENT MUST PAY THE FULL AMOUNT OF FEES DUE FOR ANY AND ALL SERVICES . THIS
LIMITED WARRANTY IS THE ONLY EXPRESS WARRANTY MADE BY VTG AND IS IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY REGARDING NON-INFRINGEMENT, MERCHANTABILITY, TITLE, OR FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VTG DOES NOT WARRANT THAT THE SERVICES
PROVIDED HEREUNDER WILL MEET CLIENT’S REQUIREMENTS OR WILL OPERATE IN THE COMBINATIONS WHICH MAY
BE SELECTED FOR USE BY CLIENT, OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR
THAT DATA STORED BY THE SERVICES WILL NOT BE LOST. ALL THIRD-PARTY SERVICES ARE PROVIDED “AS IS” WITHOUT
WARRANTY OF ANY KIND. THIS WARRANTY COVERS ONLY THOSE SERVICES PROVIDED BY VTG TO THE CLIENT. IN NO
EVENT SHALL VTG BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES IN EXCESS OF THE
ORIGINAL CHARGES PAID BY THE CLIENT FOR THE SERVICES. THIS WARRANTY MAY NOT BE ALTERED OR EXTENDED
FOR ANY PURPOSE UNLESS DONE SO IN WRITING IN A DOCUMENT EXECUTED BY ALL PARTIES TO THIS AGREEMENT.

5. Security and Confidentiality:
5.1 All confidential information exchanged between the Parties shall be protected to following mutually Confidentiality
Agreement. The Parties shall not disclose the contents of this Agreement to any third party without the advance written
consent of the other party.
5.2 Client acknowledges that VTG is the owner of valuable trade secrets and other confidential information. Client shall not use
purposes, or divulge information and data obtained by Client in connection with this Agreement VTG shall be entitled
to injunctive relief in addition to all of the rights and remedies available by law and in equity.

6. Intellectual Property:
6.1 As used in this Agreement, the term “Work Product” shall mean all materials and work products created or made by or on
behalf of VTG in the performance of its obligations under this Agreement.
6.2 VTG shall retain ownership of any idea, design, concept, technique, process, invention, discovery or improvement, whether
or not patentable, made by VTG during the term of this Agreement (“Invention”).

7. Indemnification and Limitation of Liability:
7.1 Client will indemnify, defend and hold harmless VTG, its subsidiaries, officers, directors, agents, employees, successors and
assigns from and against all losses, costs, damages, expenses (including reasonable attorneys’ fees), suits, claims,
demands or other liabilities, directly or indirectly (collectively “Losses”) arising out of or relating to: (i) any breach of
any representation, warranty or covenant of this Agreement by Client; (ii) any negligent or intentional acts or omissions
or willful misconduct of Client; or (iii) any failure of Client to comply with or observe any applicable law.
7.3 IN NO EVENT SHALL VTG BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR
LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL
OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT
VTG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY
AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
7.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY SOW/ PROPOSALOR ANY OTHER DOCUMENT
SIGNED BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, VTG’S LIABILITY FOR LOSSES,
IF ANY, WHETHER IN AN ACTION IN CONTRACT OR BASED ON WARRANTY, IN LAW OR EQUITY SHALL NOT EXCEED THE
LESSER OF $50,000 OR THE TOTAL AMOUNT OF FEES PAID TO VTG BY CLIENT UNDER A PARTICULAR SOW DURING THE
PRECEDING THREE (3) MONTHS FROM THE EVENT CAUSING ANY LOSSES.

8. Termination:
8.1 VTG shall have the right to terminate for convenience this Agreement in its entirety, or individual SOWs / proposal executed
hereunder, upon thirty (30) days advance written notice to Client. Client shall have the right to terminate for
convenience this Agreement in its entirety, or individual SOWs executed hereunder, upon thirty (30) days advance
written notice to VTG. In the event of such a termination, Client shall pay VTG for all Services rendered through the
effective date of termination.
8.4 Neither Party shall be liable to the other for a failure to perform its obligations under this Agreement when performance is
prevented by any of the following (each an “ Event”) and for so long as the duration of such Events: flood, drought, fire,
riots, pandemic, war, hostilities (declared or undeclared), or acts of God. Client shall be responsible to VTG for all funds
due for works completed at the aforementioned terms outlined unless otherwise mutually agreed upon.

9. Governing Law and Dispute Resolution:
9.1 The laws of the State of govern all matters arising out of or relating to this Agreement, the Services furnished hereunder,
including, without limitation, its validity, interpretation, construction, performance and enforcement. The Parties
irrevocably and unconditionally submit, for themselves and their property, to the exclusive jurisdiction of the United
States District Court of the Southern District of Ohio and/or any state court situated in Lucas County, Ohio.9.2 In the
event of a dispute under this Agreement, the Parties shall attempt to resolve the issues through discussions between
the Parties’ representatives for up to thirty (30) days. Prior to the filing of any lawsuit, the Parties shall submit the
dispute to mediation, which shall be conducted in the State of Ohio. Each Party shall pay its own fees and costs for
mediation and all other alternate dispute resolution mechanisms.
9.3 No action arising out of this Agreement shall be brought by either party more than one (1) year after the cause of action has
accrued, except that any action for nonpayment may be brought within two (2) years of the date payment was due.

10. Non-Solicitation
10.1 It is agreed that, for a period including the term of this agreement, and for two years thereafter, no employee or
representative of client shall solicit for employment, or hire, any VTG employee(s). If such VTG employee is engaged to
perform services for client within this period, then client shall pay VTG the sum of $50,000.00 as liquidated damages.
This sum is VTG’s estimate of the costs to find and train a suitable replacement, as well as lost revenues incurred during
that process.

11. Billing and Travel:
11.5 Remote Service Billing: Time will be billed 15 minutes minimum
11.6 On-Site Service Billing: Time will be billed 30 minutes minimum
11.7 Travel time for Onsite Service will be billed from VTG office to the client service location at the service call rate
11.8 Travel / Lodging for projects outside of VTG geographic region will be quoted independent of this agreement
11.9 Contact Methods
Email – Ticket help@vtgus.com
Phone Call 419-255-9070

12. Miscellaneous:
12.1 This Agreement, together with any attachments and applicable addenda properly executed pursuant to the terms of this
Agreement, constitutes the entire and exclusive agreement between the Parties and supersedes all prior oral or
written representations or agreements.
12.2 VTG, in its sole discretion, reserves the right to subcontract to others the
Services or other repairs or services to be performed under the Services.
12.3 If any Section, provision or term of this Agreement becomes deemed invalid or unenforceable under any statute,
regulation, ordinance, executive order or other rule of law, such Section, provision or term shall be deemed reformed
or deleted, but only to the extent necessary to comply with any statute, regulation, ordinance, executive order, or
other rule of law, and all other Sections, provisions and terms of this Agreement shall remain in full force and effect
12.4 To cancel any re-occurring services, please contact account manager or email “cancel@vtgus.com”.

VTG reserves the right to change service request methods.