The following terms and conditions are incorporated into the Illuminated Integration LLC (“Illuminated Integration”) Support Agreement (“Agreement”) made between Illuminated Integration and the Customer stated on the Agreement (“Customer”). These terms and conditions cover only the equipment, users, and resources listed in the Agreement at the location stated in the Agreement (“Customer’s location”) for the period of time stated in the Agreement.
SCOPE OF SUPPORT: Illuminated Integration agrees to keep the listed equipment at the Customer’s equipment location in operating condition. Service under this agreement includes all parts and labor for the listed equipment, exclusive of supplies and damage caused by other than normal wear and tear. At Illuminated Integration’s sole discretion, functionally hardware replacement modules will be provided at no charge while listed equipment is out for repair. Functionally equivalent hardware replacement modules will be furnished on an exchange basis, or existing parts will be repaired at the option of Illuminated Integration. Replaced parts will become the property of Illuminated Integration. At Illuminated Integration’s option, Illuminated Integration may subcontract for support services, and service may be performed at the Customer’s equipment location or at Illuminated Integration’s service center. Illuminated Integration does not warrant that the operation of any listed equipment item shall be uninterrupted.
SERVICE TIMES: Support services will be performed during Illuminated Integration’s standard working hours, 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays, unless otherwise specified herein. When requested, service may be performed after normal business hours, if service personnel are available, and will be charged at the then current overtime rates. Support service response shall be provided according to the times guaranteed within the level (i.e. Silver, Gold, or Platinum) detailed in previous pages. Illuminated Integration will make every attempt to improve these response times. However, Illuminated Integration assumes no liability for delays beyond this time. Response is defined as a video call, telephone call, or on-site visit by an Illuminated Integration technician.
PAYMENT TERMS: Payment is to be made according to the terms stated in the Agreement. Payment terms allowing Customer to pay the costs of this Agreement in more than one payment over the course of the term of this Agreement do not alter the terms of this Agreement. If any amount owed under this Agreement is not paid when due, Illuminated Integration may add a service charge of 1.5% per month on unpaid amounts. Customer agrees to pay all costs of collection, including attorney’s fees, made necessary by non‐payment by Customer. Illuminated Integration reserves the right to refuse service if the account is not current.
ACCESS: Customer agrees to maintain, where required, a full-time, dedicated internet connection and to allow Illuminated Integration access to the Customer’s equipment via that connection. Customer agrees to allow Illuminated Integration employees or subcontractors access to its facilities in order to perform under this Agreement. Customer agrees to allow Illuminated Integration access to the covered equipment. Customer agrees to allow Illuminated Integration to load any necessary management software on their systems.
EXCUSABLE DELAYS: Illuminated Integration shall not be liable for delays in performance due to fire, flood, acts of civil or military authority, inability to obtain or delays in obtaining suitable material or facilities required for performance, or temporary unavailability of qualified personnel, or other causes beyond its reasonable control, or failure by Customer to provide full and appropriate access to the covered equipment.
EXCLUSIONS: This Agreement is subject to the following exclusions: a) This Agreement does not include electrical work, or repair of damage resulting from operator error, accident, vandalism, electrical or environmental problems, excessive heat or humidity, or support provided by other than authorized Illuminated Integration representatives. The charge for the above will be on a Time and Materials basis. b) Service under this Agreement does not cover support due to configuration changes made by the customer or anyone other than authorized Illuminated Integration representatives. Any service call placed for a problem caused by such configuration changes will be charged on a Time and Material basis. c) Service under this Agreement does not cover any application software. d) Equipment moved from Customer’s equipment location specified in the agreement without prior written consent of Illuminated Integration may be serviced on a time and materials basis. e) Illuminated Integration has the right to charge for any diagnostic time that determines that exhibited problems are a result of conditions external to the covered systems, including, but not limited to: faulty hardware, electrical problems, operator error, misuse, changes in server configuration by Customer, telephone company line, or environmental problems. Illuminated Integration also reserves the right to charge for any support service requested, which is determined not to have needed a support service call.
INITIAL EVALUATION/INSPECTION: Illuminated Integration’s responsibilities under this Agreement shall not go into effect until the covered equipment has been examined by Illuminated Integration and found to be as listed in the Agreement and in operating condition. Illuminated Integration has up to 30 days to perform this inspection and, at Illuminated Integration’s option, to amend the price of the Agreement to reflect differences from the items listed in the Agreement. Customer shall, at its option, agree to the Agreement modifications or terminate this Agreement within 5 days of receipt of any such Agreement modifications from Illuminated Integration. If Customer terminates the Agreement, Customer agrees to pay to Illuminated Integration the cost of labor expended for the inspection.
FACILITY CONDITION: Customer shall provide a clean operating environment that does not exceed the manufacturer’s rated temperature and humidity specifications for the equipment. Customer shall notify Illuminated Integration promptly when the listed equipment requires support service. If Customer changes the configuration of any listed equipment, Illuminated Integration may adjust the charge under this Agreement, or, at Illuminated Integration’s option, exclude that equipment from the scope of this Agreement and reduce the charges accordingly.
TIME AND MATERIAL BILLING: Rates for service not covered by this Agreement will be billed at the then-current hourly rates charged by Illuminated Integration for service and travel.
SOFTWARE AND OPERATING SYSTEM ERRORS: This Agreement is limited to the services listed in the Scope of Support paragraph above. It is the responsibility of the Customer to ensure that all of its files are adequately backed up and that all necessary materials are available, including manufacturer recovery media for software and other software to be reloaded. In no way is Illuminated Integration liable for correcting errors introduced into the data, programs, or any other software due to hardware failure, or for any cost of reconstructing software or lost data. Any technical support required to restore data integrity or to make the system function, such as, but not limited to, rebuilding corrupted records, examining files, or re-indexing databases, will be billed separately on a time and materials basis.
LIMITATION OF LIABILITY: If Illuminated Integration does not fulfill in obligations under this Agreement after several attempts, Customer’s sole and exclusive remedy is to recover an equitable amount not to exceed charges paid to Illuminated Integration for the services in question. Illuminated Integration shall in no event have any liability for any special, incidental, or consequential damages including but not limited to: loss of profits or revenue, loss of use of equipment, lost data, cost of substitute equipment, services, downtime, or claims of Customer for such damages, whether the claims be in contract, tort, strict liability, negligence, indemnification or otherwise; even if Illuminated Integration had been advised of such potential damages, and Customer shall save and hold Illuminated Integration harmless from any such claims. WARRANTY DISCLAIMER: THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED. INCLUDING WARRANTIES OF MERCHANTABILITY FOR A PARTICULAR PURPOSE, RESPECTING SERVICES PERFORMED OR EQUIPMENT AND MATERIALS FURNISHED UNDER THIS AGREEMENT. In all events not provided for in this Agreement and where permitted by law, Illuminated Integration’s liability (regardless of the form of action) will be limited to Customer’s direct damages in an amount up to $1,000. Illuminated Integration’s entire liability and Customer’s exclusive remedies for Illuminated Integration’s liability of any kind (including liability for negligence) for performance, nonperformance, or delays in performance by Illuminated Integration under this Agreement are limited to those contained in this Agreement, where permitted by law.
APPLICABLE LAW: This Agreement shall be governed by and construed according to the laws of Pennsylvania. Parties agree to submit to venue in the courts of Dauphin County, Pennsylvania.
MODIFICATION OR AMENDMENT: No modification or addition to any provision of this Agreement shall be binding on either party unless in writing and signed by a duly authorized representative of each party.
ENTIRE AGREEMENT; SEVERABILITY: If any one or more of the provisions of this Agreement are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative. This Agreement, including the Terms and Conditions, constitutes the entire agreement of Illuminated Integration and Customer. No representations, inducements, promises, negotiations, or agreements, oral or otherwise, which is not contained herein, shall be of any force or effect. This agreement supersedes all previous and contemporaneous written and oral representations, understandings, or agreements related to the subject matter herein and shall prevail notwithstanding any variance with the terms and conditions of any order submitted. Acceptance of the Agreement by Illuminated Integration may be subject, in Illuminated Integration’s absolute discretion, to satisfactory completion of a credit check. Use of Illuminated Integration’s support services constitutes acceptance of this Agreement.
CONTRACT RENEWAL / TERMINATION: Unless canceled in writing by either party at least 30 days prior to the expiration date, this Agreement is automatically renewed for a term equal to the original term at the then-current rate charged by Illuminated Integration. You will be in default of the Agreement, and Illuminated Integration may terminate this Agreement if you fail to pay any charge when due or fail to perform or observe any material term or condition of this Agreement, if such failure shall continue unremedied for thirty (30) days after receipt of written notice thereof from Illuminated Integration. After commencement of service, you may terminate service coverage upon thirty (30) days written notice and: (i) payment of a termination charge equal to twenty percent (20%) of the monthly charges for twelve (12) months or twenty percent (20%) of the charges for the period remaining, whichever is less; or (Illuminated Integration) for prepaid agreements. Illuminated Integration will refund or credit the pro rate price of the remaining term, less a termination charge of twenty percent (20%) of the price for a twelve (12) month period or twenty percent (20%) of the price of the remaining term, whichever is less.
Support Agreement Terms & Conditions PDF
