BizSecure Terms & Conditions
Effective date: March 22, 2025
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BIZCO STANDARD TERMS AND CONDITIONS
Bizco, Inc. dba Bizco Technologies (“Bizco”) has agreed to provide to Customer information technology services as
identified and described in a written service agreement (“Agreement”) between the parties that incorporates or
otherwise includes these Standard Terms and Conditions (“Terms”).
1. Services to be Provided: Bizco shall provide to Customer those services described in the Agreement (the
"Services"). Bizco may update at any time the Services to reflect increases in the number of covered systems and
other changes to the actual services being provided to the Customer by Bizco. Any modified service description, and
associated modified fees, when described in an invoice or other document delivered by Bizco to Customer, and the
invoice is paid by the Customer, shall constitute an approved amendment to the Agreement as described in the
invoice. Bizco may subcontract performance of Services to third parties.
2. Fees: Customer agrees to pay the fees set forth in the quote that incorporates, or is incorporated into, the
Agreement (the “Quote”), in accordance with the payment terms therein. All fees are subject to change upon renewal
of a Quote. Unless otherwise agreed in a Quote, all invoices delivered by Bizco are due within fifteen (15) days after
the invoice date. All payments under the Agreement are non-refundable. Late payments are subject to interest at the
rate of twelve (12) percent annually, or the maximum amount allowed by applicable law if lower, calculated from the
date when payment becomes overdue until payment is made. Customer’s agreement to any Quote constitutes a
valid purchase order for the Services associated with that Quote including any additional Services performed related
to that Quote. Invoice terms are subject to Customer credit approval. All fees are exclusive of applicable taxes.
Customer agrees to pay all taxes based on the Agreement, the Services, or their use, excluding taxes based on
Bizco’s net income. If Customer claims tax-exempt status, Customer represents and warrants that it is a tax-exempt
entity and will provide Bizco upon request with a correct copy of Customer’s tax-exempt certificate(s).
In the event of a payment default, Customer will be responsible for all of Bizco’s costs of collection, including, but not
limited to, court costs, filing fees and attorneys’ fees.
3. Term: The term of the Agreement and associated Services (“Term”) shall begin on the start date specified in the Agreement and continue for the term specified on the Agreement unless cancelled by either party pursuant to the termination terms in section 7 below. This Agreement will auto-renew at the expiration date for successive periods of 1 year, unless a renewal agreement is returned prior to expiration or either party provides at least 60 days’ written notice of termination prior to the end of the current term. Auto-renewed contracts are subject to the greater of; fee adjustments based on changes in the number of devices supported under the agreement or a monthly price increase of up to 10% of the total contract. Devices with Bizco agents greater than the number supported under the previous contract will be added at Bizco's standard market rate.
4. Confidentiality: “Confidential Information” means any business, financial or technical information or data that is
disclosed by one party to the other party pursuant to the Agreement that is marked as confidential or that, due to the
nature of the information or circumstances surrounding its disclosure, would reasonably be recognized as
confidential. Confidential Information does not include information that: (i) is or becomes publicly known or available
without breach of the Agreement; (ii) is received by a receiving party from a third party without breach of any
obligation of confidentiality; or (iii) was previously known by the receiving party as shown by its written records.
A receiving party shall protect the disclosing party’s Confidential Information from unauthorized use or disclosure with
the same degree of care that it uses to protect its own Confidential Information, but no less than a reasonable
standard of care. A receiving party may disclose Confidential Information of the disclosing party as required by law or
court order; in such event, unless prohibited by law, such party shall inform the other party as soon as practicable,
prior to any such required disclosure.
Within sixty (60) days after termination of the Agreement, the receiving party will return to the disclosing party or
destroy all the Confidential Information delivered or disclosed to the receiving party, together with all copies in
existence thereof at any time made by the receiving party; provided that the receiving party may retain Confidential
Information in its standard information systems backup programs.
5. Cooperation of Customer: Customer will cooperate with and reasonably assist Bizco in the performance of the
Services and interact with Bizco in a professional and courteous manner, including without limitation by allowing
Bizco to use Customer’s machines, communications facilities, features and other equipment at no charge, as
reasonably necessary in order to enable Bizco to perform the Services.
6. Limitation of Liability: UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL BIZCO, ITS AFFILIATES OR THEIR
SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFITS, BUSINESS, REVENUES OR
SAVINGS, EVEN IF BIZCO HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH
DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY
IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER
THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD
PARTY UNLESS CAUSED BY BIZCO; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH
CUSTOMER’S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY BIZCO OR ITS
AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE
PRODUCTS OR SERVICES; OR (D) ANY UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST,
DAMAGED OR CORRUPTED DATA OR SOFTWARE.
THE ENTIRE LIABILITY OF BIZCO AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER
WILL NOT EXCEED THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S)
GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) $50,000.00
(FIFTY THOUSAND DOLLARS)
7. Termination: Customer may terminate the Agreement at any time by giving 60 days written notice to Bizco and
paying the fees that would have come due under the Agreement for the remainder of the Term. Either party may
terminate the Agreement if the other party materially breaches the Agreement and fails to cure such breach within
thirty (30) days after written notice. Bizco may suspend some or all the Services upon notice to Client if Client
materially breaches the Agreement. Failure to pay fees or expenses due hereunder is a material breach.
8. Employee Non-Solicitation Covenant: During the Term, and for a period of 12 months thereafter, Customer
agrees not to, directly or indirectly, solicit, recruit or employ any employee of Bizco without the prior written consent of
Bizco. During the Term, and for a period of 12 months thereafter, Bizco agrees not to, directly or indirectly, solicit,
recruit or employ any employee of Customer that worked with Bizco while the employee was an employee of
Customer without the prior written consent of Customer.
9. Disclaimers. Customer agrees that: (i) Bizco makes no promises or guarantees that it will be able to resolve all
issues or “bugs” in third-party software, networks, systems and technology (“Third-Party Systems”), (ii) a failure by
Bizco to resolve any issue or series of issues in any Third-Party System is not a breach of the Agreement, and (iii)
Bizco cannot and does not guarantee that Customer’s Third-Party Systems will be fully operational or secure. Bizco
is in no way liable for defects or issues in any Third-Party Systems, or for correcting errors introduced into data or
software due to failure of Third-Party Systems, or for any cost of reconstructing software or lost data. Except to the
extent set forth in the Agreement, Customer agrees that it has the responsibility for securing and backing up its data.
Customer is responsible for maintaining its own security policy and periodically testing its security to make sure it
meets the requirements of its security policy. Customer acknowledges and agrees that any changes made to a
Customer network or system may have direct or indirect impacts that are negative to its security. Bizco cannot
anticipate every possible reaction due to such changes. Customer is specifically advised to obtain appropriate
cybersecurity insurance to help protect its technology environment from malicious actors.
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, BIZCO AND ITS SUPPLIERS MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY; NONINFRINGEMENT; FITNESS FOR A PARTICULAR PURPOSE; OR ARISING AS A
RESULT OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.
10. General Provisions:
(A) Notices: All notices, demands and communications required or permitted in connection with each Service
Agreement shall be in writing and shall be deemed effectively given in all respects upon personal delivery or, if
mailed, by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier, the receipt
of which is confirmed, addressed to the party hereto at the address set forth in the first paragraph of such Service
Agreement (or such other address for a party as shall hereafter be specified by like notice). Either party hereto may
from time to time change its notification address by giving the other party hereto prior written notice of the new
address and the effective date thereof.
(B) Entire Agreement: The Agreement, including any specifically incorporated documents and other attachments
hereto ,constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written,
electronic or implied, if any, between the parties hereto with respect to such subject matter. Any additional or
conflicting terms on any purchase order for any products or services covered by this Agreement shall be void and
without effect.
(C) Successors and Assigns: Each Service Agreement shall benefit and be binding upon the parties hereto and their
respective successors and assigns.
(D) Modification or Waiver: The parties hereto may, by mutual agreement, amend any provision of this Agreement,
and any party hereto may grant consent or waive any right to which it is entitled under the Agreement or any
condition to its obligations under the Agreement, provided that each such amendment, consent or waiver shall be in
writing.
(E) Return Privileges: Products are non-returnable unless approved in writing by Bizco within 30 days of invoice date.
Those approved returns may be subject to a restocking fee equal to 30% of the invoice price of the product being
returned.
(F) Assignment: Neither party may assign the Agreement without the prior written consent of the other party, except
that such consent shall not be necessary for an assignment made to a party’s successor in connection with the sale
of all or substantially all of such party’s business or portion of such party’s business to which the Agreement relates,
so long as such successor agrees in writing to the terms of the Agreement. Subject to the restrictions in assignment
contained herein, these terms will be binding on and inure to the benefit of the parties hereto and their successors
and assigns.
(G) Modifications: The terms of the Agreement shall not be amended or modified except by a writing executed by
each of the parties or as provided in Section 1 of these Terms and Conditions.
(H) Applicable Law: The Agreement shall be governed by and construed in accordance with the laws of the State of
Nebraska, without regard to its conflicts of law provisions. The parties submit to the jurisdiction of the state and
federal courts sitting in Nebraska and agree that such courts shall have sole and exclusive jurisdiction over all
disputes and causes of action involving such parties that arise out of or in connection with the Agreement.
(I) Severability: In the event that any provision or portion of the Agreement should be held to be unenforceable or
invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make
the Agreement or these terms as modified legal and enforceable to the fullest extent permitted under applicable laws.
(J) Force Majeure: Except for Customer’s payment obligations, each party shall be excused from performance and
shall not be liable for any delay or failure caused by events outside of its reasonable control, including without
limitation acts of war, terrorism, insurrection, riot or other act of civil disobedience, labor disturbance or shortage,
pandemic, failure of the Internet, act of any government affecting the terms hereof, hurricane, earthquake, flood or
other act of God.
(K) Electronic Signatures: The parties agree that the Agreement and all Quotes may be submitted and signed
electronically by digital signatures or other electronic manifestation of acceptance. Such signatures will be fully
binding on the parties, in the same manner as if physically signed and submitted by a party. Each party waives any
objection that its digital signatures and acceptances are not valid.