Terms & Conditions
Integrated Axis
The following terms and conditions govern the products, subscriptions and/or services to you.
Integrated Axis, together with its subsidiaries and affiliates (collectively, “Integrated Axis”), offered to provide you with Products and/or Services by means of a written or electronic document issued by Integrated Axis and designated as a “Statement of Work” and/or by means of Integrated Axis’s online store. Unless a different period of time is specified, prices in a Statement of Work expire thirty days from the date of the Statement of Work or sooner if Integrated Axis notifies you before your acceptance. These Terms and Conditions and the Quote accepted by you will collectively constitute the “Contract Documents” (and in the event of any conflict, these Terms and Conditions will prevail) governing the sale, lease or license of Products and/or Services. You will be deemed to have accepted the provisions of the Contract Documents, including these Terms and Conditions, by manifesting your acceptance by any of the following: (a) by acknowledging electronically by clicking that you accept these Terms and Conditions and/or the Statement of Work; (b) sending to Integrated Axis a written acknowledgment of the Statement of Work (which may be via email); (c) placing a purchase order or giving instructions to Integrated Axis with respect to the sale, license or lease of the Products and/or Services described in the Statement of Work; or (d) payment for the Products and/or Services. You will be deemed to have received these Terms and Conditions if we have notified you where they can be accessed via the Internet or other reasonable means. If you attempt to accept a Statement of Work after it has expired, Integrated Axis may accept your offer to be bound by the Statement of Work by commencing the provision of the Products and/or Services or other reasonable means, but any acceptance by Integrated Axis is expressly conditioned upon these Terms and Conditions forming a part of the Contract Documents. These Terms and Conditions may be modified or amended by Integrated Axis from time to time without your consent by providing you with written notice of any modification or amendment. The Statement of Work may only be modified or amended by an agreement signed by both you and Integrated Axis. Any terms contained in any purchase order or other document issued by you are expressly rejected.
Defined Terms.
“Products” means Hardware, Software or a subscription to Microsoft Online Services described in the Statement of Work. Unless expressly set forth in the Statement of Work, you are responsible for providing adequate Hardware, Software and Network Services for use of the Products. Integrated Axis makes no warranties or representations that the Products are compatible with your Hardware, Software or Network Services.
“Hardware” means computer hardware, related devices and other accessories, including embedded components other than Software.
“Software” means any software, library, utility, tool or other computer or program code in binary form. Software and/or subscriptions to Microsoft Online Services provided by Integrated Axis or third parties is licensed (and not sold) to you, and subject to the provisions of the license agreement with the owner of such Software or subscription services. Software and/or subscription service licenses based on the number of users may be increased or decreased by you, but will be subject to additional fees, including cancelation fees if you decrease the number. You will be responsible for installing any updates to Software unless you have agreed to pay for a Service from Integrated Axis that provides for the installation of updates.
“Services” means the services set forth in the Statement of Work. The scope of a Service and our obligations related to a Service are as set forth in the Statement of Work, or if not in a Statement of Work, as set forth on Integrated Axis’s website from time to time. The “Services” will not include security forensics, remediation services, or Integrated Axis serving in an officer position (such as chief technology officer or otherwise) or owing any fiduciary duty to you or any other excluded services described in the Statement of Work.
“Statement of Work” means the Statement of Work together with the price quote or similarly worded document from Integrated Axis describing the Products and/or Services and the fees and charges related to them and/or any Products or Services offered to you through Integrated Axis’s online store. If you authorize us to add any additional Products or Services over the telephone or otherwise, those additional Products or Services will be considered part of the Statement of Work and subject to these Terms and Conditions.
“Network Services” means (i) the internal computer network for your company, which may include VPN based services for multiple office locations and may also include wired and/or wireless services, and (ii) services provided by your Internet Service Provider to include internet service and/or phone and/or fax services.
Payment. Fees for Products and/or Services set forth in the Statement of Work may not include applicable sales, use, or other similar taxes and you are responsible for paying such taxes. Unless a different period of time is specified in the Quote and/or Statement of Work, payment for Products and/or Services is due no later than 15 days after the date of the Statement of Work, or if no Statement of Work was issued, payment is due 15 days after date of our invoice. For any recurring fees for Products and/or Services, payment is due in advance on the first day of each calendar month with any partial month prorated based on the actual number of days in such month. You must pay all such recurring amounts via pre-authorized automatic ACH payments. Fees are not refundable unless Integrated Axis agrees otherwise in writing, and any returns may be subject to a reasonable restocking/administrative charge in Integrated Axis’s sole discretion. You acknowledge and agree that if you do not timely pay amounts due for recurring fees, Integrated Axis or its licensor or lessor (or their respective distributors) may terminate your access to (or right to use) Products, Software and Integrated Axis’s provision of Services, without prior notice. You understand that access to and use of Products, Software and Integrated Axis’s provision of Services are contingent upon timely payment. In such event of non-payment, neither Integrated Axis, Microsoft, or Integrated Axis’s other licensors or lessors, nor their respective distributors shall be liable to you for any consequential or other damages, including any loss of use, loss of business or loss of profits. Without limiting the foregoing, you acknowledge and agree that you have 60 days after receipt of an invoice to dispute any payment or fee due thereunder. Any invoice or fee not disputed within 60 calendar days of receipt of invoice shall be deemed accepted and you shall be deemed to have waived any claim related thereto. If not otherwise stated in the Statement of Work, all recurring fees are subject to increase from time to time upon Integrated Axis providing 30 days written notice (Microsoft subscriptions shall be subject to the terms of the Statement of Work and the subscription shall automatically renew at the prevailing rates established by Integrated Axis unless otherwise agreed.). Any sums not paid by you when due will bear interest at the rate of 1.5% per month (or such lesser amount as required by applicable law). If Integrated Axis has to engage an attorney, collection agency or other third party to collect sums past due, you will also be liable for all such reasonable costs incurred by Integrated Axis.
Term of Contract Documents; Termination
Please note: This section contains important provisions relating to the automatic renewal of managed services; please review this section, as well as the terms of your Quote, carefully. There are several dates of which you should be aware, including the effective/termination dates of this Agreement and the effective/termination dates of the Services under a Quote. Each Quote will have its own term and will be terminated only as provided in this Agreement or as provided in the Quote or Services Guide.
a. This Agreement. This Agreement applies to all Services and is effective as of the date on which we provide or facilitate a Service to you or on the date on which you accept a Quote, whichever is earlier (“Effective Date”). This Agreement will terminate automatically (i) if you or we terminate this Agreement For Cause (described below), or (ii) thirty (30) days after the last date on which we have provided the Services to you or facilitated the Services for you (as applicable). Upon the termination of this Agreement or Services under a Quote, all Services will immediately and permanently cease; however, the termination of this Agreement or Services under a Quote shall not change or eliminate any fees that accrued and/or were payable to us prior to the date of termination, all of which shall be paid by you. Please note, this Agreement shall not be terminated by either party without cause if Services are in progress under a Quote.
b. Term. The term of the Services will be as indicated in the applicable Quote and Services Guide. The termination of Services under one Quote shall not, by itself, cause the termination of (or otherwise impact) this Agreement or the status or progress of any other Services between the parties. Please note, unless otherwise expressly stated in the Quote, the Services in each Quote automatically renew (please see “Auto-Renewal” section below). Moreover, regardless of the reason for termination, you agree to pay all Access Licensing-related fees as described in the Miscellaneous section, below.
c. Termination Without Cause. Unless otherwise indicated in the Quote or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if, on the date of termination, Services are in progress. In addition, no party will terminate a Quote without cause prior to the Quote’s natural (e.g., specified) expiration or termination date. (By way of example: If a Quote provides for an annual service, then the Services under that Quote cannot be terminated without cause prior to the expiration of one year). If you terminate the Services under a Quote without cause and without Integrated Axis’s consent, then you agree to be responsible for paying the termination fee described in the “Termination for Cause” section, below.
d. Termination For Cause. In the event that one party (a “Defaulting Party”) commits a material breach under a Quote, Services Guide, or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately the Services under the relevant Quote (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within thirty (30) days (ten (10) days for non-payment by Client) following receipt of written notice of breach from the non-Defaulting Party.
i. Remedies for Early Termination. Termination Fee; Liquidated Damages. You acknowledge and agree that the prices and rates for services and the length of the license terms provided under the Statement of Work were determined by mutual agreement between the parties. You also acknowledge that Integrated Axis has incurred obligations on your behalf with respect to services being licensed by Microsoft and/or other third-party providers, and would not have done so without the certainty of revenues during the license term stated in the Quote. Accordingly, in the event of any early termination of the Contract Documents (including by transfer of licenses to a different service provider), you agree to pay a termination fee to Integrated Axis, as liquidated damages (the “Liquidated Damages”), in an amount equal to the remaining Contract Value. The Contract Value is calculated as the sum of any unpaid amounts due for the remaining duration of any fixed license term under the applicable Quote plus any additional unpaid non-recurring charges (other than time and expense amounts which the parties have agreed to bill in arrears as incurred) under the Quote. Integrated Axis reserves the right, in its sole discretion, to reduce the amount of Liquidated Damages due to Integrated Axis on a case by case basis, but is under no obligation to do so.
ii. Service Tickets. Given the vast number of interactions between hardware, software, wireless, and cloud-based solutions, a managed network may occasionally experience disruptions and/or downtime due to, among other things, hardware/software conflicts, communication-related issues, obsolete equipment, and/or user error (“Conflicts”). We cannot and do not guarantee that such Conflicts will not occur, and you understand and agree that the number of service tickets submitted by you is not, by itself, an indication of default by Integrated Axis.
e. Client Activity as a Basis for Termination. If you or any of your staff, personnel, contractors, or representatives engages in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide or facilitate the Services to you and the activity does not cease after we provide notice of the issue(s) to you, then in addition to Integrated Axis’s other rights under this Agreement, Integrated Axis will have the right upon providing you with ten (10) days prior written notice, to terminate this Agreement or the applicable Quote For Cause.
f. Consent. You and we may mutually consent, in writing, to terminate a Quote or this Agreement at any time.
g. Auto-Renewal. Unless otherwise expressly stated in the Quote, the term of any managed Service that is provided to you on an ongoing and recurring basis and which is invoiced monthly (a “Managed Service”) will, unless terminated earlier as per this Agreement, automatically renew for contiguous terms equal to the initial term of the Managed Service unless either party notifies the other of its intention to not renew the Managed Service in writing (email is sufficient for this purpose) no less than thirty (30) days before the end of the then-current Managed Service term. For the purposes of clarity, the term of non-Managed Services (such as one-time projects, break/fix assignments, temporary, non-recurring services, etc.) is not subject to auto-renewal.
h. Equipment / Software Removal. Upon termination of this Agreement or applicable Quote for any reason, you agree to return to us all Integrated Axis-supplied equipment (such as equipment provided under a hardware-as-a-service paradigm). If any of the equipment is missing, broken or damaged (normal wear and tear excepted) or any Integrated Axis-supplied software is missing, we will have the right to invoice you for, and you hereby agree to pay immediately, the full replacement value of all missing or damaged items. Certain services may require the installation of software agents in the Environment (“Software Agents”). You agree not to remove, disable, circumvent, or otherwise disrupt any Software Agents unless we explicitly direct you to do so.
Transition; Deletion of Data. In the event that you request our assistance to transition away from our Services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to Integrated Axis providing its assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. You also understand and agree that any software configurations that we custom create or program for you are our proprietary information and shall not be disclosed to you under any circumstances. You acknowledge and agree that Integrated Axis will have no obligation to store or maintain your data in our possession or control beyond ten (10) calendar days following the termination of the applicable Services. You will hold Integrated Axis harmless for, and indemnify Integrated Axis against, any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, Integrated Axis’s deletion of your data beyond the time frames described in this section.
Removal of Software Agent Upon Termination. Unless we expressly direct you to do so, you will not remove or disable, or attempt to remove or disable, any software agents that we installed as part of the Services. Doing so without our guidance may make it difficult or impracticable to remove the software agents, which could result in network vulnerabilities and/or the continuation of license fees for the software agents for which you will be responsible, and/or the requirement that we remediate the situation at our then-current hourly rates, for which you will also be responsible. Depending on the particular software agent and the costs of removal, we may elect to keep the software agent in the Environment but in a dormant and/or unused state. You will remain responsible for the fees and expenses of any software agents that remain in place in an active state.
Non-Solicitation. You acknowledge and agree that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, you will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of Integrated Axis’s employees with whom you have worked to discontinue or reduce the scope of their business relationship with Integrated Axis, or recruit, solicit or otherwise influence any employee of Integrated Axis with whom you have worked to discontinue his/her employment or agency relationship with Integrated Axis. In the event of a violation of the terms of the restrictive covenants in this section, you acknowledge and agree that the damages to the other party would be difficult or impracticable to determine, and in such event, you will pay Integrated Axis as liquidated damages and not as a penalty an amount equal to one hundred thousand dollars ($100,000) or the amount that Integrated Axis paid to that employee in the one (1) year period immediately preceding the date on which you violated the foregoing restriction, whichever is greater. In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to Integrated Axis’s employees by you will be deemed to be a material breach, in which event the affected party shall have the right, but not the obligation, to terminate the Statement of Work or any other agreement between the parties.
Limited Warranty; Limitation of Liability. Integrated Axis will pass through any manufacturer’s, licensor’s or lessor’s warranties to the extent permitted by the manufacturer, licensor or lessor. Except as provided in the next sentence for Services, Integrated Axis does not provide any warranty, and any descriptions in a Statement of Work or other material of Integrated Axis shall not be construed as a warranty. To the extent Integrated Axis is providing Services, Integrated Axis warrants that the Services will be performed by qualified personnel and in a manner consistent with good industry standards. EXCEPT AS EXPRESSLY STATED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, Integrated Axis, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY OF THE PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (i) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, INTEROPERABILITY, SUITABILITY, OR NON-INFRINGEMENT; (ii) FOR ANY THIRD-PARTY PRODUCTS OR SERVICES; (iii) FOR THE PERFORMANCE OF OR RESULTS TO BE OBTAINED FROM ANY PRODUCTS OR SERVICES; (iv) THAT THE PRODUCTS OR SERVICES WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION OR ERROR; OR (v) THAT DATA WILL BE RECOVERABLE OR UNCORRUPTED. The Products and Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as any application in which the failure of the Products or Services could lead directly to death, personal injury, or severe physical or property damage (collectively, “High-Risk Activities”). Integrated Axis expressly disclaims any express or implied warranty of fitness for High-Risk Activities. If you purchase any Products or Services that provide for data storage, backup, recovery or security, there is no guarantee that you will be able to retrieve data or that it will be uncorrupted or that your data or systems will not be compromised by third parties.
Integrated Axis WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT DOCUMENTS OR THE PRODUCTS OR SERVICES. EXCEPT FOR YOUR BREACH OF YOUR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING: (i) LOSS OF REVENUE, INCOME, PROFIT, OR SAVINGS; (ii) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (iii) LOSS OF BUSINESS OPPORTUNITY; (iv) BUSINESS INTERRUPTION OR DOWNTIME; (v) THE PRODUCTS, SERVICES OR THIRD-PARTY PRODUCTS OR SERVICES NOT BEING AVAILABLE FOR USE; OR (vi) THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES.
Integrated Axis’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT DOCUMENTS (INCLUDING PRODUCTS AND SERVICES) SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY Integrated Axis DURING THE PRIOR 3 MONTHS UNDER THE CONTRACT DOCUMENTS FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM(S).
Integrated Axis SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS IN SERVICES CAUSED BY (A) ANY SERVICES, HARDWARE, SOFTWARE, NETWORK SERVICES OR THE LIKE OVER WHICH Integrated Axis HAS NO CONTROL; (B) YOUR SOFTWARE, SERVICES, COMPUTERS, AND FACILITIES; (C) POWER FAILURES; (D) THIRD PARTY INTEGRATIONS, INCLUDING MODIFICATIONS MADE BY YOU OR ANOTHER THIRD PARTY TO YOUR APPLICATIONS, THE SERVICES OR ANY FEATURES OR FUNCTIONALITY THEREOF; (E) INTERNET CONNECTIVITY ISSUES OR FAILURES. IT IS AGREED THAT Integrated Axis SHALL NOT BE RESPONSIBLE FOR DAMAGES OR OTHERWISE FOR ITS FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT IF ITS PERFORMANCE HEREUNDER IS NECESSITATED, DELAYED OR PREVENTED BY ACTS OF GOD, ACTS OF WAR, GOVERNMENT ACTION, FIRE, FLOOD, WATER DAMAGE, EARTHQUAKES, RIOTS, WORK STOPPAGE, STRIKES, TRANSPORTATION DIFFICULTIES, INJUNCTIONS OR SIMILAR COURT ORDERS, SUPPLY SHORTAGES, LIGHTNING, ELECTRICAL MALFUNCTIONS OUTSIDE OF THE SYSTEM, WEATHER CONDITIONS, ACTIONS OR INACTIONS BY YOU OR YOUR AUTHORIZED AGENTS, DELAYS OF SUPPLIERS, SUBCONTRACTORS, POWER COMPANY, OR OTHER CARRIER, BREAKDOWN OF MANUFACTURER’S EQUIPMENT OR HARDWARE, OR OTHER CAUSES BEYOND Integrated Axis’S REASONABLE CONTROL.
THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR Integrated Axis’S PROVISION OF PRODUCTS AND/OR SERVICES TO YOU, ARE A MATERIAL INDUCEMENT FOR Integrated Axis TO ENTER INTO THE CONTRACT DOCUMENTS WITH YOU, AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
Confidential Information. Each party hereto shall use its commercially reasonable efforts to hold in confidence and not disclose confidential information of the other party, except as required by applicable law.
Notices. Any notice under the Contract Documents must be in writing and delivered to the respective addresses of the parties set forth in the Statement of Work or to such other address as either party may designate by written notice to the other in accordance with this provision. Notice must be provided in any manner reasonable under the circumstances and shall be deemed to be given on the date received; provided, however, any notice sent by nationally recognized overnight courier service shall be deemed to be received on the date delivery is first attempted.
Governing Law; Jurisdiction. The Contract Documents shall be governed by and construed in accordance with the laws of the state of South Carolina without regard to its conflict of laws principles. Each party hereby consents to service of process by, the jurisdiction of, and venue in the courts located in Greenville, South Carolina.
Complete Agreement. The Contract Documents contain the entire agreement between the parties hereto with respect to the matters covered herein and in the Statement of Work. Any affiliate of yours directly or indirectly receiving Products or Services shall be bound to the Contract Documents unless such affiliate has entered into a separate written agreement with Integrated Axis covering such Products or Services. No other agreements, representations, warranties, or other matters, oral or written, purportedly agreed to or represented by or on behalf of Integrated Axis by any of its employees or agents, or contained in any sales material or brochures, shall be deemed to bind the parties hereto, except to the extent set forth in the Contract Documents. You may not assign the Contract Documents without the prior written consent of Integrated Axis. Subject to the foregoing, this Agreement shall be binding on the permitted successors and assigns of the parties. The use of Products and Services is subject to Integrated Axis’s privacy policy in effect from time to time, which is located HERE.
Microsoft Online Services. Microsoft Online Services. All Microsoft Cloud and other online services shall be subject to Microsoft’s Cloud Agreement which is available here and the Microsoft Customer Agreement which is available at https://www.microsoft.com/licensing/docs/customeragreement.