Master Services Agreement
THIS IS A LEGALLY BINDING AGREEMENT EFFECTIVE IMMEDIATELY UPON YOUR ACCEPTANCE BELOW. This Agreement governs your acquisition and use of Home Connect Solutions, LLC (“Company”, “we” or “us”) for residential wireless entertainment products, consultation, and services (“Services”). The specific Services obtained, along with the charges and other details of your use of the Services, will be detailed at the time of entering into Services or on a Statement of Work, if applicable, and provided by the Company to you. The Statement of Work, if applicable, and this Agreement will constitute the complete agreement for the Services and will supersede any prior discussion or representations regarding the Services. Any reproduction of this Agreement made by reliable means is considered an original.
You agree to be bound by the terms and conditions of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to this agreement, in which case “You” shall mean such entity. If you do not have such authority, or if you do not agree with the terms and conditions of this agreement, you must select the “Decline” button and you may not use the services.
Service Performance and Commitments
You may access and use the Services only to the extent of entitlements acquired by you pursuant to this Agreement and as may be noted on the Statements or ancillary documents. You are responsible for use of Services by any party who accesses the Service with your account credentials.
Company does not authorize use of any Services for any unlawful or inappropriate purposes, unauthorized access or interference, viruses or harmful code. You are not authorized to use the Services to provide hosting or timesharing services to any third party.
In return for the payment of the fees agreed upon by Customer and Company relating to the particular Services requested from time to time by Customer, Company will provide the Services for Supported Products or Supported Systems at Supported Sites, as described further in this Agreement. “Supported Products” are: (i) hardware and software products identified in the Statement of Work; and (ii) Added Products. Supported Products may include non-Company products to the extent they are specified in the Statement of Work. “Supported Systems” are a group of products or networks specified in the Statement of Work. “Supported Sites” are locations specified in the Statement of Work. Company may accept an Statement of Work by beginning to perform the Services. Terms and conditions contained in Customer purchase orders or other Customer documents will have no effect.
Company may electronically monitor Supported Products and Supported Systems for the following purposes: (i) remote diagnostics and corrective actions; (ii) to determine system configuration and applicable charges; (iii) to verify compliance with applicable software license terms and restrictions; (iv) to assess Customer needs for additional products or Services; and (v) as otherwise provided in the Service Description.
Help Line Support
Where the selected Services include help line or in home support, Company will provide it in accordance with the coverage option (service hours, target response intervals, etc.) that Customer has selected.
Company will make Updates available to Customer as generally available. An “Update” is a change in software that typically provides maintenance correction only. Updates will be remotely installed by Company.
If Customer acquires additional products of the same type as the existing Supported Products (“Added Products”) and locates them with existing Supported Products at a Supported Site, the Products for the Added Products will be added to the Statement of Work automatically at Company’s then current fees as of the date the Added Products are first added to a Statement of Work and for the remainder of the term.
Integration, Configuration and Custom Services
Company may offer additional standard customization and configuration Services. Such Services are detailed on the Company’s website or otherwise disclosed by the Company. At your request, Company may perform additional custom services, as specified in a mutually agreed Statement of Work.
Confidentiality and Data Protection
Except as otherwise specified in the Service Description, Services limit access and use of your proprietary content to Company and contractors as needed to deliver the Service. Company will not disclose your proprietary content, and will return or destroy your content upon the expiration or cancellation of the Service, or earlier upon your request. Company reserves the right to charge for certain activities performed at your request or direction (such as delivering content in a specific format).
The Service Description describes the security functions and features applicable to the Service. Company agrees to provide you notice of any unauthorized third party access to your content of which we become aware and to provide reasonable efforts to remediate identified security vulnerabilities. If your content is lost or damaged, Company will assist you in restoring the content to the Service from the last available back up copy in compatible format. Your current and past search history is not and cannot be seen by company.
Charges, Payments & Taxes
Company will charge Customer’s credit card or ACH for Services monthly or annually in advance as agreed upon. You agree to pay all applicable charges for the Service as set forth in the Agreement and any charges for use in excess of entitlements, any custom, duty, tax (including withholding tax), levy or fee imposed by any authority resulting from your purchase or use of the Service, and any late payment fees. Charge for Services are due monthly in advance if not prepaid annually. Interest on the unpaid balance thereafter will accrue at the maximum rate available by law.
Company may modify the computing environment used to provide the Services, provided that such change does not degrade the functionality or the security features of the Services. Other changes to the Service Description made by Company will not apply until any agreed renewal or extension.
Customer will cooperate with Company as reasonably necessary for Company’s performance of its obligations, including things such as providing Company with: (i) full, free and safe access to location where Services are used; (ii) telephone numbers, network addresses and passwords necessary for remote access, obtained independently; and (iii) interface information for Supported Products and necessary third party consents and licenses to access them. Customer is liable for maintaining any and all services required to perform the Services offered by Company, including but not limited to, maintaining up to date equipment and payment for third party services used in conjunction with Company’s Services. All such items will be provided by Customer at Customer’s expense. If Company provides an Update or other new release of software as part of the Services, Customer will implement it promptly. Accordingly, for the avoidance of doubt, we shall have no obligation whatsoever as to the nature, quality, quantity, or type of Services provided unless you independently obtain and maintain adequate network connection and other recommended third-party services to support the Services we provide.
Customer will provide all Supported Products, Supported Systems and Supported Sites. Customer continuously represents and warrants that: (i) Customer is either the owner of, or is authorized to access and use, each of them; and (ii) Company, its suppliers, and subcontractors are authorized to do the same to the extent necessary to provide the Services in a timely manner.
Terms, Termination, Suspension
This Agreement will be effective from the Effective Date until terminated in accordance with this Section. Unless a different term is defined in the Service Description or Statement, Company will provide Services for an initial term of one (1) year. Services will be renewed automatically for successive one (1) month terms applying the then most similar current generally available support plan offering and then current rates, unless either Party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of the applicable initial or renewal term.
Customer may terminate any service before the end of the Term selected by Customer above in the service terms upon at least thirty (30) days written notice to Home Connect Solutions, LLC provided however, if customer terminates any such Service before the end of the Term (except for breach by Home Connect Solutions, LLC), Customer will be obligated to pay Home Connect Solutions, LLC. a termination fee equal to the nonreoccuring charges (if unpaid) and One Hundred Percent (100%) of the monthly recurring charges for the terminated Service(s) multiplied by the number of months including partial months, remaining in the Term.
Company may suspend, revoke or limit use of the Service if in Company’s sole discretion there is a breach of security, breach of your obligations under the Agreement, or violation of law. Charges will continue to accrue for the Services during any suspension. If the cause of the suspension is reasonably capable of being remedied, Company will provide you notice of what actions you must take to reinstate the Services. If you fail to take such actions within a reasonable time, in the Company’s complete discretion, Company may terminate the Services.
Liability and Indemnity
Limitations of Liability. NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOOD WILL, USE, DATA, OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to indemnify, defend, and hold us, our affiliates, and licensors, each of our and their business partners (including third party sellers on Web sites operated by or on behalf of us) and each of our and their respective employees, officers, directors, and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorney’s fees), arising out of or in connection with any claim arising out of (a) your use of the Services in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, Additional Policies, and/ or applicable law, (b) Your Content, or the combination of either with other applications, content, or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights, and/or the use, development, design, manufacture, production, advertising, promotion, and/or marketing of Your Content, (c) your violation of any term or condition of this Agreement or any applicable Additional Policies, including without limitation, your representations and warranties, or (d) you or your employees’ or personnel’s negligence or willful misconduct.
Warranties and Disclaimers
Company warrants it will provide the Service using commercially reasonable care and skill in accordance with the Services Description. The warranty period is the term of the Service.
Company does not warrant uninterrupted or error-free operation of the Service. These warranties are the exclusive warranties from Company. They replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose.
Home Connect Solutions, LLC. SERVICES, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, MARKS, IMAGES, MATERIALS, AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY PAYMENT SERVICES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Compliance with Laws
Each party remains responsible for complying with laws, rules and regulations applicable to its business, use of a Service, and content. The choice of forum and law is Nebraska, United States.
Neither Party shall be responsible for failure to fulfill its obligations hereunder due to causes beyond its control, including acts of God, states of war, acts of terrorism, labor disputes, insurrections and acts of governments, which cause an impossibility of performance, whether temporary or otherwise. If such causes continue for more than sixty (60) days, either Party may terminate this Agreement.
Company may use third party suppliers to support the delivery of Services. Assignment of this Agreement and the rights and obligations under it, including entitlements to the Service, is not permitted except to a subsidiary or to a successor organization by merger or acquisition. Assignment by Company in conjunction with the sale of the portion of Company’ business that includes the Service is not restricted. This Agreement will be interpreted in accordance with Nebraska law, and venue for any dispute will be the courts of Douglas County, Nebraska. You acknowledge and represent that you have had ample and adequate opportunity to (i) review this Agreement and any corresponding attachment(s), (ii) obtain a “hard copy” print version hereof, either before or after accepting this Agreement and