Rates and Other Expenses
Professional Solutions, Inc. shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Customer's premises. If Professional Solutions, Inc. is required to attend the Customer's premises for any reason pursuant to this Agreement, the Customer will reimburse Professional Solutions, Inc. for reasonable transport and/or accommodation expenses incurred by Professional Solutions, Inc. in doing so. However this does not include transport or accommodation expenses where the Customer's premises are located within 25 miles of a Professional Solutions, Inc. headquarters.

Professional Solutions, Inc. will not use the Means of Access (or any other methods of remote access) to access the Facilities for any purpose other than to provide the Services. However, Professional Solutions, Inc. shall be permitted to gain remote access to the Facilities for lawful purposes using any publicly available means (such as the World Wide Web), which do not require special authorization.

Professional Solutions, Inc. will take the following steps to ensure the security of the Facilities (insofar as the use of Professional Solutions, Inc.'s systems and the Means of Access are concerned):
 

a) ensuring that no passwords are stored in easily recognizable form on
Professional Solutions, Inc.'s own systems in circumstances where a breach of Professional Solutions, Inc.'s own internal security may reveal them;

b) ensuring that only those employees and contractors of Professional Solutions, Inc. who are required to access the Facilities using Professional Solutions, Inc.'s systems and the Means of Access are able to do so;

c) ensuring that the Facilities are not capable of being accessed by a system or user, which transits Professional Solutions, Inc.'s own systems, except as permitted by this Agreement.

The Customer indemnifies Professional Solutions, Inc. against any loss or damage arising directly or indirectly from any unauthorized use of the Facilities to which Professional Solutions, Inc. has been granted remote access, provided that such unauthorized use has not arisen as the result of any material breach by Professional Solutions, Inc. of its own obligations under the above clause.

Non-Exclusive
The Customer acknowledges that Professional Solutions, Inc. is providing Services to the Customer on a non-exclusive basis and that Professional Solutions, Inc. may provide services of the same or a similar nature as the Services to any other party.

Terminating an Agreement

On termination of any agreement however occurring, all moneys unpaid by the Customer pursuant to the Agreement will immediately become due and payable. If such moneys remain unpaid then (without prejudice to any other rights that Professional Solutions, Inc. may have for breach of the Agreement or otherwise) Professional Solutions, Inc. will be entitled to retake possession of the Products and to disable any software provided pursuant to the Agreement (including by remote means).

CUSTOMER MAY AVOID PAYMENT IN FULL UPON CANCELLATION IF CUSTOMER REQUESTS IN WRITING THAT THE PROJECT BE PLACED ON HOLD. CUSTOMER MAY REQUEST THAT THE PROJECT BE PLACED ON HOLD UP TO 90 DAYS ONCE TROUGHOUT THE LIFE OF ANY CONTRACT. IF 91 DAYS HAVE PASSED WITH NO FURTHER INSTRUCTION BY CLIENT THE "TERMINATING AN AGREEMENT" RULES WILL THEN APPLY.

General
The Customer may not assign any of its obligations under any Agreement without the prior written consent of Professional Solutions, Inc.. However Professional Solutions, Inc. may arrange for subcontractors to perform any of Professional Solutions, Inc.'s obligations under any Agreement.

Professional Solutions, Inc. will not be liable to the Customer or to any third party for any non-performance or delay in the performance of its obligations under any Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and Professional Solutions, Inc. gives the Customer prompt notice thereof. In no event will this provision affect Customer's obligation to make payments to Professional Solutions, Inc. under any Agreement except in respect of Services that are unable to be performed by Professional Solutions, Inc., until they can be performed.

A failure, delay, relaxation or indulgence by either Party in exercising any right, power or privilege conferred on the Party by any Agreement shall not operate as a waiver of the power or right. A single or partial exercise of any right, power or privilege hereunder does not preclude the further exercise of the same right or the exercise of any other right hereunder. A waiver of a breach does not operate as a waiver of any other breach.

If any part of any Agreement is held by a court of competent jurisdiction to be invalid, then;
a) Where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and
b) In any case the offending provision must be severed from any Agreement the remainder of any Agreement shall continue in full force and effect unless such reading down or severance affects the basic nature of any Agreement.

any Agreement shall be governed by and must be construed in accordance with the laws of Wisconsin, USA, and the Customer irrevocably submits to the non-exclusive jurisdiction of the courts of that State.

Indemnification. You hereby agree to defend, indemnify and hold harmless Professional Solutions, Inc. (PSI) and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from any action, claim, demand, or liability arising from or relating to your violation of any of these Terms and Conditions or use of the Web Site, and any expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees.

Limitation of Damages.
IN NO EVENT SHALL PROFESSIONAL SOLUTIONS, INC. OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE WORK AND DESIGNS PROVIDED, INCLUDING ANY PART THEREOF, OR THESE TERMS AND CONDITIONS OR ANY OTHER CONSENT (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF PROFESSIONAL SOLUTIONS, INC. OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. PROFESSIONAL SOLUTIONS, INC.’S TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO PROFESSIONAL SOLUTIONS, INC. (PSI) FOR YOUR PACKAGE UNDER THESE TERMS AND CONDITIONS.