Tech Services Agreement
This Tech Services Agreement (the “Agreement“) is entered into by and between You (“Client” or “You“) and Suburbia Labs, LLC, doing business as Beem Systems (“Service Provider“, “Company“, “We“, or “Us“).
By purchasing Services through the Company’s online checkout system and accepting the applicable terms at checkout, You acknowledge that You have reviewed and agree to be bound by this Agreement and the applicable Statement of Work. This Agreement becomes effective on the date of purchase (the “Effective Date“).
1. Services and Scope
Service Provider shall provide the professional technical services (the “Services“) described in the applicable Statement of Work incorporated into this Agreement as Exhibit A (the “Statement of Work).
The Statement of Work defines the Services included in the fixed project fee. Services not expressly included in the Statement of Work are outside the scope of this Agreement unless subsequently agreed to in writing by the Parties.
If there is any conflict between this Agreement and the Statement of Work concerning the specific technical Services to be performed, the Statement of Work shall control with respect to the project scope. All other provisions of this Agreement shall continue to apply.
The applicable Statement of Work for the purchased Service is available here: Exhibit A – Statement of Work.
2. Audit Services and Remediation
Where the Statement of Work includes a technical audit, the purpose of the audit is to identify and document material technical conditions, risks, deficiencies, legacy conditions, compatibility concerns, performance issues, security concerns, unnecessary or obsolete components, architectural issues, and opportunities for improvement.
An audit is an evaluation based upon the systems, information, conditions, and evidence reasonably available during the engagement. It is not a guarantee that every defect, vulnerability, incompatibility, licensing issue, configuration problem, data issue, or other technical condition will be discovered.
Except for adjustments reasonably necessary to perform the migration or other Services specifically included in the Statement of Work, implementation of audit findings or recommendations is not included in the fixed project fee.
Remediation, modernization, redesign, custom development, substantial software reconfiguration, plugin replacement, database cleanup, security remediation, performance optimization, product catalog restructuring, architectural changes, or implementation of other recommendations shall constitute additional Services unless expressly included in the Statement of Work.
Any such additional Services require Client approval and may be separately scoped and priced. Service Provider will not perform additional billable remediation work without Client approval.
3. Access to Systems and Accounts
Client shall provide timely access to the systems, accounts, websites, hosting environments, domain and DNS services, WordPress administration, databases, software licenses, payment platforms, email services, APIs, and other technology reasonably necessary for Service Provider to perform the Services.
Whenever reasonably supported by a system, Client shall provide access by adding Service Provider as an authorized user rather than sharing Client passwords or other personal credentials.
Where credential sharing is reasonably necessary, Service Provider shall use such credentials only as necessary to perform the Services and shall use commercially reasonable measures to protect them.
Client retains ownership and control of Client accounts and may revoke Service Provider’s access following completion of the applicable Services.
4. Client Responsibilities
Client shall reasonably cooperate with Service Provider and provide timely access, information, approvals, decisions, and other assistance necessary to perform the Services.
Client is responsible for establishing and maintaining ownership of Client’s hosting accounts, domain registration, software licenses, payment processing accounts, email services, and other third-party accounts unless expressly stated otherwise in the Statement of Work.
Client is responsible for all third-party hosting fees, software licensing fees, subscription charges, transaction fees, domain fees, and other third-party expenses unless expressly included in the Statement of Work.
Client shall not intentionally cancel, delete, disable, materially modify, or otherwise interfere with source hosting, backups, production systems, accounts, or other resources reasonably required to complete or validate the Services until Service Provider advises that such resources are no longer reasonably required.
5. Migration and Cutover Cooperation
Where the Services include migration of a production website or e-commerce system, Client acknowledges that Service Provider may establish a reasonable maintenance period, transaction freeze, content freeze, or other controlled cutover window to reduce the possibility of conflicting changes, lost transactions, incomplete synchronization, or other data inconsistencies.
Client agrees to reasonably cooperate with such a cutover window and to avoid material changes or transactions when instructed by Service Provider during the final migration and synchronization process.
Service Provider may recommend that the source hosting environment remain active temporarily after migration for validation and rollback purposes. Client shall not cancel the source hosting environment until Service Provider advises that it is no longer reasonably required for those purposes.
6. Fees and Payment
Client shall pay the fixed project fee stated in the applicable Statement of Work. Unless otherwise stated in writing, the project fee is due in full before Service Provider begins the Services.
For the WordPress Hosting Migration & Technical Audit described in the applicable Statement of Work, the fixed project fee is $1,500.
The project fee is based upon the defined project scope and is not calculated or billed according to hours worked.
7. All Sales Final and No Refunds
All payments are final and non-refundable to the maximum extent permitted by applicable law.
Client acknowledges that Service Provider incurs transaction costs, allocates project capacity, performs project preparation, and undertakes obligations based upon Client’s purchase of the Services.
Client’s decision to cancel, delay, suspend, discontinue, or no longer pursue the project does not create a right to a refund.
A delay or suspension caused by Client’s failure to provide required access, information, approvals, decisions, cooperation, or other Client dependencies does not create a right to a refund.
The fixed project fee shall not be converted into or reconciled against an hourly rate in connection with cancellation, delay, suspension, termination, or any other circumstance.
8. Client Delays and Project Suspension
If Client fails to provide access, information, approvals, decisions, or cooperation reasonably necessary for Service Provider to continue the Services, Service Provider may suspend the affected work until the dependency is resolved.
Such suspension shall not constitute a breach of this Agreement and shall not entitle Client to a refund.
If a Client dependency remains unresolved for 30 consecutive days after written notice identifying the dependency, Service Provider may place the project in an inactive status.
Resumption of an inactive project shall be subject to Service Provider’s then-current scheduling availability. If the technology, project conditions, software, hosting environment, or other material circumstances have changed during the period of inactivity, Service Provider may require an updated scope before work resumes.
9. Changes in Scope and Unexpected Conditions
The fixed project fee is based upon the Services and reasonably apparent project conditions described in the Statement of Work.
Normal technical difficulties and ordinary complications reasonably associated with performing the agreed Services shall not, by themselves, expand the project fee or scope.
However, if Service Provider discovers a previously undisclosed or reasonably unforeseeable condition that materially changes the nature, complexity, or scope of the Services, Service Provider may pause the affected portion of the project and notify Client of the condition.
Examples may include previously undisclosed external applications, custom integrations, inaccessible systems, substantial off-server data dependencies, unsupported proprietary systems, materially different technical architecture, or other conditions not reasonably apparent when the project was accepted.
Such a condition shall not automatically expand the original Statement of Work. Service Provider may propose a written modification, additional fixed-price service, or other reasonable solution for Client approval.
10. Existing and Legacy System Conditions
Client acknowledges that existing websites and technology environments may contain defects, vulnerabilities, obsolete software, abandoned software, unsupported code, deprecated functionality, configuration problems, malformed or inconsistent data, licensing issues, compatibility concerns, performance problems, security risks, technical debt, or other deficiencies that existed before Service Provider began the Services.
Service Provider is not responsible for a pre-existing condition merely because that condition continues to exist, becomes apparent, or produces observable symptoms during or after performance of the Services.
Where applicable, Service Provider may document such conditions as audit findings and recommend remediation, replacement, reconfiguration, cleanup, modernization, or other corrective action.
Unless expressly included in the Statement of Work, correction of pre-existing or legacy conditions is outside the fixed project scope.
11. Migration Risks and Technical Limitations
Client acknowledges that website migrations, hosting changes, DNS changes, database transfers, software transfers, server configuration changes, legacy applications, and third-party integrations involve inherent technical risks.
Such risks may include temporary service interruptions, DNS propagation delays, configuration differences, software incompatibilities, unexpected legacy software behavior, caching behavior, delayed email delivery, third-party service interruptions, payment integration issues, or other unexpected technical conditions.
Service Provider shall use commercially reasonable skill, care, procedures, and precautions intended to reduce such risks, but cannot guarantee that a migration or technical change will occur without temporary interruption or unexpected technical behavior.
12. Assumption of Technical Risk and Release
Client knowingly assumes the inherent technical risks associated with the Services described in this Agreement and the applicable Statement of Work.
To the maximum extent permitted by applicable law, Client releases Service Provider and its owners, officers, employees, and agents from claims arising solely from inherent technical risks of the Services or from acts, omissions, outages, failures, or limitations of third-party providers, except to the extent directly caused by Service Provider’s gross negligence or willful misconduct.
13. Third-Party Products and Services
The Services may depend upon or interact with third-party products and services, including hosting providers, cloud infrastructure providers, domain registrars, DNS providers, content delivery networks, WordPress, WooCommerce, plugins, themes, payment processors, email providers, APIs, software vendors, telecommunications providers, and other services not controlled by Service Provider.
Service Provider does not control and is not responsible for third-party outages, service interruptions, defects, compatibility changes, pricing changes, licensing changes, policy changes, discontinued services, restrictions, security incidents, or other acts or omissions of third parties.
Client remains responsible for complying with the applicable terms, licenses, billing requirements, and acceptable-use policies of third-party products and services used by Client.
14. Backups and Data Protection
Where applicable to the Services, Service Provider shall use commercially reasonable precautions to preserve material website files, databases, and configurations during migration and shall maintain reasonable rollback capability where technically feasible.
Client shall preserve access to existing backups and source systems during the project and shall not intentionally delete or disable such resources until advised by Service Provider that they are no longer reasonably required.
No backup, migration, or data protection process can guarantee against every possible form of data loss, corruption, third-party failure, or technical malfunction.
15. Staging and Testing Environments
Where the Services include a staging or testing environment, Client acknowledges that staging is not a production environment and may intentionally differ from production.
Service Provider may disable, redirect, suppress, or modify functionality in staging that could otherwise result in unintended external effects, including payment processing, transactional email, search engine indexing, webhooks, integrations, scheduled processes, or customer communications.
A staging environment is intended for evaluation and testing and is not warranted to operate identically to production in every respect.
16. Validation of Migrated Systems
Where migration is included in the Services, Service Provider shall perform reasonable validation of material business functionality following migration as described in the Statement of Work.
Validation is intended to determine whether the migrated system is reasonably capable of continuing its material existing business operations in the destination environment.
Validation does not constitute exhaustive quality assurance, certification that every page, product, configuration combination, historical transaction, third-party integration, or feature has been tested, or a warranty that all pre-existing functionality is defect-free.
Client shall notify Service Provider of any material migration-related issue known to Client within seven calendar days after Service Provider notifies Client that initial production migration validation has been completed.
This notification period does not shorten the remaining Services under the Statement of Work, including staging, audit, or delivery of findings and recommendations.
17. Representations and Warranties
Service Provider warrants that it shall perform the Services using commercially reasonable skill, experience, and care and in a professional and workmanlike manner consistent with generally recognized standards for similar technical services.
Except for the express warranty stated above, Service Provider makes no warranty that the Services will eliminate all defects, vulnerabilities, performance issues, incompatibilities, security risks, legacy conditions, or other technical issues affecting Client’s systems.
Service Provider does not warrant uninterrupted operation of Client’s website, software, systems, or any third-party service before, during, or after performance of the Services.
18. Confidentiality
Either Party (the “Disclosing Party“) may disclose or make available to the other Party (the “Receiving Party“) non-public, proprietary, or confidential information that is identified as confidential or that the Receiving Party should reasonably understand to be confidential (“Confidential Information“).
Confidential Information may include access credentials, customer information, order information, financial or business records, system configuration information, technical documentation, business processes, proprietary software information, and other non-public information.
Confidential Information does not include information that:
- is or becomes publicly available other than through a breach of this Agreement;
- is lawfully received from a third party without a duty of confidentiality;
- was lawfully possessed by the Receiving Party before disclosure; or
- was independently developed without use of the Disclosing Party’s Confidential Information.
The Receiving Party shall protect Confidential Information using at least commercially reasonable care and shall use it only as reasonably necessary to perform or receive the Services.
The Receiving Party may disclose Confidential Information to employees, contractors, hosting providers, technology providers, or other service providers reasonably involved in the Services, provided such disclosure is reasonably necessary and subject to appropriate confidentiality or data-protection obligations.
If disclosure is required by applicable law or legal process, the Receiving Party shall, to the extent legally permitted, use commercially reasonable efforts to notify the Disclosing Party before disclosure.
19. Ownership and Intellectual Property
Client retains all right, title, and interest in Client’s pre-existing website, content, customer information, order information, product information, trademarks, branding, business records, accounts, and other materials owned or supplied by Client.
Service Provider retains all right, title, and interest in its pre-existing and independently developed methodologies, processes, templates, scripts, utilities, checklists, diagnostic techniques, automation methods, documentation frameworks, tools, know-how, concepts, and other reusable materials (“Provider Materials“).
Upon full payment, Client may use project-specific reports, audit findings, recommendations, documentation, and resulting configurations created specifically for Client under the Statement of Work for Client’s business purposes without additional fees to Service Provider.
Nothing in this Agreement transfers ownership of Provider Materials, general methodologies, reusable processes, tools, scripts, techniques, know-how, or other intellectual property developed independently of the Client-specific project.
To the extent Provider Materials are incorporated into a Client-specific deliverable, Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use those Provider Materials as incorporated into that deliverable for Client’s business purposes.
Third-party software, plugins, themes, libraries, APIs, hosting services, and other third-party materials remain subject to their respective licenses and terms.
20. Term
This Agreement begins on the Effective Date and continues until completion of the Services under the applicable Statement of Work unless earlier terminated in accordance with this Agreement.
Completion of the Services is determined according to the completion criteria stated in the applicable Statement of Work.
21. Termination for Cause
Either Party may terminate this Agreement for a material breach by the other Party if the breach is capable of cure and remains uncured for 15 days after written notice describing the breach.
Service Provider may suspend performance rather than terminate the Agreement where Client’s failure to provide access, information, approvals, decisions, or cooperation prevents continued performance.
Termination, cancellation, suspension, or project inactivity does not create a right to a refund except where required by non-waivable applicable law.
22. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK.
23. Indemnification
Each Party (the “Indemnifying Party“) shall indemnify and hold harmless the other Party and its officers, directors, employees, and agents from third-party claims, losses, liabilities, costs, and reasonable attorneys’ fees to the extent arising from the Indemnifying Party’s gross negligence, willful misconduct, material breach of confidentiality obligations under this Agreement, or infringement or unlawful use of third-party rights.
24. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law rules.
25. Informal Dispute Resolution
Before initiating arbitration, a Party asserting a dispute arising out of or relating to this Agreement shall provide written notice describing the dispute.
The Parties shall make a good-faith effort to resolve the dispute informally for at least 15 days following such notice before commencing arbitration, unless immediate relief is reasonably necessary to protect confidential information, intellectual property, access credentials, data, or other rights from imminent harm.
26. Binding Arbitration
Any dispute arising out of or relating to this Agreement that is not resolved through the informal dispute-resolution process shall be resolved exclusively through individual, binding, non-class arbitration conducted in Sanford, Florida under the applicable rules of the American Arbitration Association.
Each Party agrees that claims shall be brought only in an individual capacity and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, or representative proceeding.
The arbitrator’s award shall be final and binding and may be entered and enforced as a judgment in any court of competent jurisdiction.
Nothing in this section prevents either Party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction when reasonably necessary to protect confidential information, intellectual property, access credentials, data, or other rights from imminent harm.
27. Attorneys’ Fees and Costs
To the extent permitted by applicable law, the prevailing Party in an arbitration or legal proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.
28. Independent Contractor Relationship
The Parties are independent contractors. Nothing in this Agreement creates an employment relationship, partnership, joint venture, agency, fiduciary relationship, or other form of joint enterprise.
Neither Party has authority to bind the other except as expressly agreed in writing.
29. Employees and Contractors
Service Provider may use employees or independent contractors to assist in performing the Services and shall remain responsible for the performance of Services performed on its behalf.
30. Assignment
Neither Party may assign this Agreement to an unrelated third party without the prior written consent of the other Party, except in connection with a merger, acquisition, sale of substantially all business assets, reorganization, or transfer to a successor entity that assumes the applicable obligations under this Agreement.
31. Notices
Notices under this Agreement may be provided electronically.
Notice to Client may be sent to the email address associated with Client’s purchase, account, or other email address subsequently designated by Client.
Notice to Service Provider may be sent through the Company’s published business contact method or another email address designated by Service Provider.
32. Force Majeure
Neither Party shall be liable for delay or failure to perform to the extent caused by circumstances beyond that Party’s reasonable control, including natural disasters, governmental actions, war, civil unrest, widespread Internet or telecommunications failures, utility failures, hosting or cloud infrastructure failures, major third-party service outages, or similar events outside the affected Party’s reasonable control.
The affected Party shall resume performance when reasonably possible after the condition has ended or its material effects have been resolved.
33. No Third-Party Beneficiaries
This Agreement is solely for the benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement confers any legal or equitable right, benefit, or remedy upon any other person or entity.
34. Entire Agreement
This Agreement, the applicable Statement of Work, and any documents expressly incorporated into them constitute the entire agreement between the Parties concerning the Services and supersede prior or contemporaneous oral or written representations, discussions, proposals, or understandings concerning the same subject matter.
35. Amendments
No amendment or modification of this Agreement or the applicable Statement of Work shall be effective unless agreed to in writing by both Parties.
Electronic communications evidencing mutual agreement may satisfy this requirement.
36. Electronic Acceptance
The Parties agree that Client’s affirmative acceptance through Company’s online checkout process, including checking an applicable agreement or terms checkbox and completing the purchase, constitutes valid electronic acceptance of this Agreement and the applicable Statement of Work.
37. Severability
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.
38. Waiver
Failure or delay by either Party to exercise a right under this Agreement shall not constitute a waiver of that right.
A waiver of any provision shall be effective only when made in writing by the Party granting the waiver.