Terms & Conditions
1. Warranties and Disclaimers
a) SKF Technologies LLC, dba Silverado Technologies (Silverado) warrants that the Services will be performed in a good, diligent and workmanlike manner in accord with industry standards. This warranty does not apply to defects resulting from improper maintenance, unauthorized modification or misuse by Customer or a third party. In the event that any portion of the Services provided by Silverado does not comply with this warranty, the sole obligation of Silverado will be to re-perform that portion of the Services at its expense.
b) Silverado will make reasonable efforts to preserve system uptime both during the course of and following service, but cannot make any guaranty of same. In no event shall Silverado be liable for any incidental, consequential or other damages that may arise from failure, loss of use, and/or loss of data.
c) Silverado Technologies may recommend or otherwise specify third party hardware and/or software components based on manufacturer claims and specifications, but cannot and does not warranty the performance, compatibility, merchantability, or fitness of these components, or otherwise guarantee them against defects, it being agreed and understood that any such warranties and / or guarantees are made and provided by the respective manufacturer. Silverado shall, to the extent necessary, assign any such warranties and / or guarantees to the client.
d) The Services are provided “as is”, without guarantee of results. The warranties provide in this Agreement are in lieu of all other warranties, express or implied, including the warranties of merchantability and fitness for a particular purpose, or any other implied warranties, including but not limited to, warranties through course of dealing or usage of trade and non-infringement of third party rights.
e) Silverado will make reasonable efforts to preserve and keep confidential Customer data both during the course of and following service. Silverado defines “Customer data” as business methodologies, practices, and process; client names and project details; intellectual and physical property access means and methods, including passwords, keys, security codes, and other security devices; marketing and advertising materials, practices, and process; accounting and financial information, condition, practices, and process; or any confidential or proprietary client information, materials, practices, or process.
2. Non-Solicitation
Silverado has invested significant resources in the hiring, education, development and training of its employees. Accordingly, Customer agrees that during the Term of this Agreement and for a period of 12 months following any termination of the Agreement, Customer will not, directly or indirectly, hire or employ, as an employee, independent contractor, consultant or in any other capacity, or solicit for such an engagement, any Silverado employee or person who was a Silverado employee during the prior six months.
3. Indemnification
Each party agrees to defend at its expense and hold harmless the other party from any and all liability, losses and claims, expenses (including attorneys’ fees), demands or damages of any kind arising out of or in any way connected with, any negligence of any other alleged act, omission or misrepresentation causes by the indemnifying party. Neither party shall be liable to the other for any special, punitive, incidental or consequential damages of any kind, included lost profits, arising out of the performance of this Agreement.
4. Billing
Silverado bills projects twice a month, approximately on the 15th and last day of the month. Payment for labor completed during those periods and any products received will be billed on a Net 15 term. These payments are due on each invoice and not on project completion. Project down payments are due upon receipt of down payment invoice. Any billing inquiries should go to AR@silveradotech.com.
5. Applicable Law and Jurisdiction
This Agreement and the performance of the parties shall be governed by, and construed in accordance with, the laws of the state of Arizona. In any action relating to the parties, the parties agree to the exercise of jurisdiction by a court in Pima County, Arizona. This Agreement constitutes the complete understanding between the parties and supersedes and replaces all prior or contemporaneous understandings regarding the subject matter. No modifications of this Agreement are binding unless in writing and signed by both parties.