We specialize in setting up and maintaining networks for small businesses. Our team of experts ensures your network is secure, reliable, and always up-to-date.
We provide data backup and recovery services to ensure your business critical data is always safe and secure. We use the latest technologies to backup your data and recover it quickly in case of any disaster.
We offer a wide range of cloud solutions to help your business achieve productivity and efficiency. Our cloud services include cloud hosting, cloud storage, and cloud application development.
The terms below govern the purchase by clients of services provided by Bill Bright, LLC (“Service Provider”) and is effective as of the date of purchase by Client. Service Provider may be reached via its website or via mail to 1504 NW 19th St, Oklahoma City, OK 73106.
(A) The Service Provider agrees to provide support services related to the use of the Wide Area Workflow (WAWF) application within the Procurement Integrated Enterprise Environment (PIEE). Services include but are not limited to: WAWF invoice entry and submission, training, and guidance on WAWF processes; and limited support with PIEE-related functions that directly affect WAWF invoicing (e.g., account setup, role assignments, and access troubleshooting). User ID, also referred to as UID creation support, may be provided on request but is not a primary service offered under this Agreement.
(B) The Service Provider does not provide compliance audits, legal interpretation of contract terms, RFID implementation, shipment coordination, or other services not described in Section 1(A). Direct communication of Service Provider with government personnel will only occur with authorization by the Client and within the limited scope of invoice submission or issue clarification.
(C) A mutually executed Statement of Work (“SOW”) will detail the scope, deliverables, pricing, and schedule of a particular engagement and each SOW is incorporated into this Agreement by reference herein.
(A) Client agrees to pay the applicable fees for services as set forth in a SOW, which fees are non-refundable and shall be free and clear, without setoff and without deduction or withholding for any applicable present or future taxes. If Client provides credit card or similar account information for payment purposes, Client authorizes Service Provider to charge such credit card or account for fees due under this Agreement.
(B) All fees are net amounts and are payable in full, without deduction for taxes of any kind. Client shall be responsible for, and shall promptly pay, all taxes of any kind (including but not limited sales and use taxes) associated with any services provided, except taxes based on the net income of Service Provider. If Client pays taxes attributable to a SOW directly to an applicable governmental entity, Client agrees to furnish within thirty (30) days after the date the payment of any taxes is due, certified or other official copies of tax receipts evidencing such payment. Client is responsible to indemnify Service Provider against any losses or costs related to any failure to deduct or withhold taxes or related to any payment not being made on the due date for such taxes.
(C) If Service Provider does not receive payment when due, after a fifteen (15) day notice and opportunity to cure, Service Provider may, in its sole discretion, (a) suspend services (Client remains responsible for all fees due during the period of suspension); (b) immediately terminate this Agreement; or (c) without waiving any right to fees or to suspend or terminate the account, allow Client a longer period during which to make payment. Payments not received timely incur interest charges, payable by Client, at the rate of 1.5% per month on any outstanding balance or the maximum rate allowable by law.
3. Performance
(A) Each party will devote adequate time, personnel and resources as necessary to enable services. Client will timely provide Service Provider any approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform services.
(B) Client shall obtain and maintain any applicable consents and governmental approvals required regarding Client data or systems access for Service Provider to provide services. This Agreement is not intended to conflict with any federal program such as the Defense Resale Program (DRP), and the Client remains responsible for ensuring compliance with applicable ethics rules and regulations.
(C) Client is responsible for selecting the services appropriate for its business needs and for the accuracy, quality and content of all Client data. Service Provider is not responsible for the completeness or accuracy of Client data or for decisions made by Client based on its interpretation or application of information provided by the Service Provider. The Service Provider is not responsible for delays or issues caused by third parties, Client-supplied errors, or systemic issues in PIEE/WAWF.
(D) Client data is owned by the Client and Service Provider shall not acquire or claim any right, title, or interest in any Client data except solely as and to the extent necessary to perform the services.
(E) Service Provider may refer to Client generally as a client and use Client marks, logos and trade names as part of such reference provided Service Provider complies with any trademark usage requirements that Client provides to Service Provider.
(F) Notwithstanding anything to the contrary in this Agreement, if the continued provision of all or any portion of the services becomes impossible, impractical, or undesirable due to a change in applicable federal, state or local laws or regulations, as determined by Service Provider in its reasonable judgment, due to circumstances imposed by Service Provider third party vendors or data sources, or due to a change in Service Provider policies required for compliance with law and/or data security, Service Provider may either: (i) cease to provide the affected services, or (ii) establish new prices which will apply to the affected services when provided, which prices will be reasonably calculated to cover the costs incurred by Service Provider due to such change or circumstances and will become effective on the date specified in such notice unless Client objects in writing, in which case Service Provider may exercise its rights under clause (i) above. Service Provider will attempt to provide written notice of its actions as far in advance of the effective date as is reasonably possible under the circumstances. Ceasing affected services pursuant to this Section is not a termination for cause.
4. Term and Termination
This Agreement begins on the Effective Date set forth above and shall remain in effect until the later of the effective date of termination or the last date services are provided to Client. Either party may terminate this Agreement at any time, without cause, by providing at least 60 days’ prior written notice to the other party. Furthermore, either party may terminate this Agreement, in whole or in part, if the other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice from the non-breaching party that describes details of the breach. Client is responsible for paying for all services provided through the effective date of any termination. Termination of this Agreement also terminates all associated SOWs.
Each party (“Receiving Party”) agrees to maintain in confidence all non-public, proprietary, or confidential information (“Confidential Information”) disclosed by the other party (“Disclosing Party”) in connection with this Agreement. Confidential Information includes technical data, business strategies, government contract data, invoice records, pricing, processes, systems, software, login credentials, and any other information reasonably understood to be confidential. The Receiving Party agrees to use the Confidential Information solely to fulfill its obligations under this Agreement. Obligations under this Section 5 survive for two (2) years post-termination.
(A) SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. SERVICE PROVIDER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND HEREBY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR INFRINGEMENT OR ANY WARRANTY FROM USAGE OF TRADE, COURSE OF PERFORMANCE OR COURSE OF DEALING.
(B) EXCEPT FOR ACTS FOR WHICH APPLICABLE LAW DOES NOT ALLOW EXEMPTION FROM LIABLIITY, EXCEPT FOR ACTS FOR WHICH APPLICABLE LAW DOES NOT ALLOW EXEMPTION FROM LIABILITY, NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY CLIENT UNDER AN APPLICABLE SOW IN THE THREE (3) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES, LOST DATA, LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT LIMIT CLIENT PAYMENT OBLIGATIONS FOR SERVICES RENDERED HEREUNDER.
Disputes will first be subject to good faith negotiation. If unresolved in 30 days, the parties will submit to mediation in Oklahoma County. If mediation fails, binding arbitration under AAA rules will follow. Any such action or claim must be brought within two (2) years of the date the claim arose. The arbitrator is limited solely to awarding remedies that are permitted by this Agreement. Nothing in this Section shall restrict a party’s right to seek injunction or other equitable relief in any court of competent jurisdiction prior to initiating arbitration.
The parties agree that Oklahoma law, without reference to rules governing conflict of laws, governs the execution and performance of this Agreement and any dispute between the parties related thereto. Any legal proceedings shall be brought exclusively in Oklahoma County, Oklahoma. Except for the obligation of Client for payment, neither party will be responsible for any failure to perform its obligations under this Agreement when such failure is caused by events beyond the reasonable control of either party including, without limitation, act of God, flood, fire, theft, pandemic, epidemic, terrorism, military operations, state of emergency, government order or regulation, internet or communications failure, etc. Nothing in this Agreement creates a partnership, agency or joint venture between the parties and each party is an independent contractor. There are no third-party beneficiaries of this Agreement. Failure of Service Provider to enforce strict performance or compliance with any provision of this Agreement will not constitute a waiver of the performance or obligation unless specifically waived in writing by Service Provider or a waiver of the right to subsequently enforce such provision or other provisions of this Agreement. Except as expressly provided otherwise herein, if a court of competent jurisdiction finds any provision of this Agreement to be illegal or unenforceable, the parties agree that the court may modify the unenforceable portion to the extent necessary to render it enforceable to the fullest extent permissible under applicable law and that other provisions of this Agreement will remain in full force and effect. Neither party shall by way of statement, act or omission, discredit, disparage or reflect adversely on the reputation or quality of the other party or services. All notices required or permitted under this Agreement will be made in writing and deemed to have been given if delivered personally, by electronic mail (except notice of breach or of termination is not effective when sent solely electronically), or by reputable overnight or express courier and are effective upon delivery to the applicable notice address (including email) set forth above. Notice contact information may be updated from time to time with written notice provided to the other party. This Agreement contains the entire understanding of the parties regarding its subject matter and supersedes all prior agreements between the parties, both oral and written, and except as specifically set forth herein, this Agreement may only be modified in writing and signed by both parties. Section headings are for convenience only and are not to be included in interpretation of this Agreement. To the extent of any conflict between provisions of the body of this Agreement and any exhibit hereto or any SOW, the terms of such exhibit or SOW shall prevail. Notwithstanding anything to the contrary herein, no additional terms or conditions stated in a Client purchase order or other Client-provided document shall be incorporated into or form any part of this Agreement, and all such terms or conditions are expressly rejected by Service Provider and are null and void. The following portions of this Agreement survive termination hereof: Section 2 (Fees), 5 (Confidentiality), 7 (Disclaimer of Warranties and Limitation of Liability), 8 (Dispute Resolution), and this Section 9 (General). This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single document.
We use cookies to analyze website traffic and optimize your website experience. By accepting our use of cookies, your data will be aggregated with all other user data.