Terms and Conditions

This Master Service Agreement (“Agreement”) is by and between Integrity Technology Solutions (“us”, “our” we” or “Integrity”), an Illinois corporation that maintains an office for business at 816 South Eldorado Road, Suite 4, Bloomington, IL 61704 and you, the entity who electronically signs this document in the signature block below (“you”, “your” or “Client”). This Agreement is effective as of the latest date of the signatures of the parties below.
  1. Scope of Services.
    This Agreement governs all services that we perform or provide for you (the “Services”). The specific Services to be performed will be described in the proposals and scope of work that we provide for you. Once we mutually agree to a proposal or scope of work, it will become part of, and governed under, the terms of this Agreement. If there is a difference between the language in a proposal or scope of work and the language in this Agreement, then the language of the proposal or scope of work will control, except in situations involving warranties, limitations of liability or termination of this Agreement. Under those limited circumstances, the terms of this Agreement will control unless the proposal or scope of work expressly states that it is overriding the conflicting provisions of this Agreement.
  2. Fees.
    1. Payment for Services. In accordance with our billing policies, we will invoice you for the services and any necessary hardware and software as specified in the Proposal for Services. Payment is due by the date specified. When a down payment is required, any related services will be scheduled upon receipt of the down payment.
    2. Additional Services. In some cases, additional work not originally included in the proposal or scope of work may be requested or required. Prior to completing any additional work, we will provide you with a change order and explain the reason for the change and associated fees. These additions may be invoiced as a fixed fee or on a time and materials basis depending on the work to be completed. This additional work will be scheduled upon receipt of the signed change order and collection of any required down payments.
    3. Nonpayment. Undisputed fees that remain unpaid for more than thirty (30) days after the date on the invoice will be subject to interest on the unpaid amount(s) until and including the date payment is received, at the lower of 1.5% per month or the maximum allowable rate of interest permitted by applicable law. We reserve the right, but not the obligation, to suspend part or all the Services without prior notice to you in the event that any portion of undisputed fees are not timely received by us. Notice of disputes related to fees must be received by us within sixty (60) days after the applicable Service is rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee thereafter. An implementation fee may be charged to you to reinstate Services if we suspend the Services due to nonpayment.
  3. Agreement Modifications and Amendments.
    1. Amendments to this Master Service Agreement. This Agreement may only be amended by written amendment signed by an authorized representative of both parties.
    2. Amendments to Monthly Service Agreements. As your needs change, the services included in a monthly Service Agreement may change. Changes to the services included require an amended monthly Service Agreement signed by an authorized representative of both parties.
    3. Annual Price Adjustments. Our standard hourly rates and standard Monthly Service Agreement pricing may adjust on an annual basis. Price adjustment limits, if applicable, will be stated in the Agreement for Services.
    4. User, Device and Per License Billing. Some Monthly Service Agreement fees are calculated based on employee count, license count, and/or a schedule of equipment and data usage. Agreements will be reconciled on a regular basis and additional equipment; usage or number of users may require an adjustment to the monthly fee based on actual counts and usage. As such, we ask that you inform us of the hiring of any additional employees or the purchase of any new hardware, software, or equipment within 15 days. Monthly billing changes that are due to fluctuations in the quantity of users, devices, data, or licensing do not require an amended agreement.
  4. Access.
    1. Subject to a sound security posture, and industry-standard security practices, protocols, and procedures, for the purpose of enabling us to provide the agreed upon services, we undertake, and you grant to Integrity, the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access your System, on a 24x7x365 basis. It is your responsibility to secure, at your own cost, and prior to the commencement of any Services, any necessary rights of entry, licenses, permits or other permissions necessary for us to provide Services to your system and, if applicable, at your designated premises, both physically and virtually. Proper and safe environmental conditions must always be provided and assured by you. We are not required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern to any of our personnel, or that would require extraordinary or non-industry standard efforts to achieve.
    2. As a result of providing services, we may be required to remotely access your systems and network. Remote monitoring services do not in any way guarantee network uptime or guarantee that network or computer problems will not occur. In certain circumstances, due to the nature of remote monitoring services, we may not be alerted to network or computer problems prior to your users experiencing and reporting the problem. The ability to remotely monitor your network does not alter the liability portions of this Agreement.
    3. While much of our work can be completed remotely, occasionally we will need to perform our work at your site. You agree to provide us with access to your facilities and equipment during reasonable hours, or as agreed upon by both parties, as necessary to perform the Services.
  5. Hardware and Software.
    1. Integrity is not a manufacturer of Hardware and Software. Whether hardware or software is purchased from us, another provider or leased from a lessor, we do not provide independent hardware or software warranties. Only the third-party manufacturers of any hardware or software may be liable (and Integrity shall not be liable) for the quality, performance, merchantability, fitness for any general or specific use, and all warranty coverage, if any, for any hardware or software. Although we may assist with arranging for delivery, installation, services, return or exchange of any hardware or software, you may only pursue all performance, defective product, quality, breach of warranty or any other claims related to any hardware or software against the third part manufacturers, designers and producers of the hardware or software and not against Integrity.
    2. Risk of Loss. Once hardware or software is tendered to a common carrier for shipment to you, you assume the risk of loss or damage and you will have sole responsibility for determining whether to insure hardware or software against loss by reason of theft, accident, weather, fire or other cause of loss or damage.
    3. Licensing. You are responsible for the genuine and legal use and operation of all software licensing and agree to comply with all laws including all software licensing compliance and agree to provide Integrity with proof of such licensing upon request. Integrity is not responsible for misuse of any product licenses.
    4. Hardware Owned by Integrity. When your monthly agreement includes hardware owned by Integrity and placed on site at your location, you agree to be responsible for all costs associated with any stolen, damaged or destroyed equipment, if any. We encourage you to maintain insurance on any of our equipment located at your site to cover the full replacement value of the equipment and name Integrity as an additional insured on such policy, if applicable.
  6. Unsupported Devices and Operating Systems.
    Devices running outdated, obsolete, or an unsupported operating system, firmware or software pose both a security risk and a performance/productivity risk to your organization. Due to the increased risk of a significant security event, impacts on system performance and known support issues, we require that your system and devices meet certain minimum requirements. These minimum requirements may include maintaining and implementing up-to-date, business class devices, high-speed internet, enterprise level security system, and other security measures including the use of operating systems currently supported by the manufacturer. As we identify unsupported or obsolete software or devices, we will notify you and it shall be your responsibility to ensure that that these devices and/or software are upgraded or replaced. Unless explicitly specified, support for unsupported software or devices is not included in any monthly Support Agreement and support services will be provided on a time and materials basis.
  7. System Maintenance and Updates.
    1. We will evaluate manufacturer updates and patches to determine compatibility with your system. These patches and updates will be deployed on a pre- determined schedule to applications on devices specified in your Agreement. Patches and updates may be installed automatically during the overnight maintenance window or manually during regular business hours. Services to manually install patches or updates after hours will be billed at afterhours rates on a time and materials basis.
    2. All patches and updates are developed by third party vendors and in some cases may cause your systems or network to be unstable or fail to operate even when installed correctly. As such, we cannot guarantee that every patch or update will improve your system and/or be free from technical problems. Integrity is not responsible for any downtime or losses arising from or related to the installation or use of any update or patch, provided the update was installed in accordance with the manufacturer’s instructions.
  8. Virus Protection/Malware.
    1. These services are provided by a third-party management agent and Anti- Virus solution. No security or software solution is 100% effective at detecting or removing all malware or viruses and we cannot guarantee the accuracy of the solution, nor can we guarantee that your system will be free from viruses, spyware, malware, ransomware or other security breaches at all times, or that your system will be free from errors, damage or downtime due to virus, spyware or malware infiltration.
    2. Services related to the detection, remediation and/or removal of viruses, malware and spyware shall be provided only as expressly stated in your monthly support agreement.
  9. Passwords and Compromised Credentials.
    1. Password Confidentiality. To provide the services included in your Monthly Services Agreement, we may be required to receive administrative-level passwords to your system and devices in your network. Unless otherwise directed to do so in writing by your authorized contact, we will not disclose passwords to any of your employees or to any person or entity acting on your behalf. This precaution is intended to protect the security and integrity of your system.
    2. Compromised Credentials. Integrity shall be held harmless against any downtime, loss or damage to your system that arises from or relates to your employee’s improper use and or misuse of passwords, whether inadvertent or intentional. Remediation and recovery services resulting from compromised credentials can be completed at your request on a time and materials basis.
  10. Ransom/Ransomware.
    1. Ransomware is defined as any software or application that encrypts or prevents users from access unless a payment is made in exchange for decryption keys or services. Ransomware is not considered an exploit, virus or malware as defined above. It is often inadvertently executed by an employee.
    2. Restoration of data and files from back up is an included service for clients subscribing to Integrity’s managed back up services. In the absence of an Integrity managed back up agreement, restoration will be provided with best effort on a time and materials basis.
    3. Additional recovery services are available for a fee and are not included in any monthly support agreements or other statements of work unless specifically stated.
  11. Data Backup.
    Unless otherwise stated in a monthly Service Agreement, Integrity is not responsible for any data lost, corrupted, or rendered unreadable due to communication and /or transmission errors or related failures, or equipment failures. We strongly encourage you to maintain a local back up of all mission-critical or customer-critical data and to periodically verify the integrity and availability of all backed up data.
  12. Multi-Factor Authentication (MFA).
    1. We advise all clients to enable and enforce multi-factor authentication (MFA). Failure to enable MFA may result in a security event. If you decline to implement and enforce MFA for any time following the date of this Agreement, you, your officers, owners, directors, principals, partners, employees, agents, successors, and assigns, assume all risk, responsibility, and liability of or for any and all security events, regardless of the alleged source or cause of such security events. Additionally, you waive and release us from any and all liability, loss, damage, claim, or other harm or demand arising from or related to such Security Event
    2. Remediation work required due to any and all security events is not covered by your monthly support agreement and will be billed on a time and materials basis.
  13. Insurance.
    1. With cybersecurity attacks expected to increase, we recommend you carry and have sufficient insurance to cover some of the financial losses resulting from cyber events and incidents, such as ransomware. These costs can include those associated with remediation, legal assistance, investigators, and crisis communication.
    2. Although we do not require you to carry cyber insurance as part of your agreement with us, the absence of insurance does not warrant a claim against Integrity’s policy in the event of a cyber-attack.
    3. In all cases, you agree that any claims for cybercrime must first be submitted to your own carrier before being submitted to our carrier. Any claims which are submitted to our carrier cannot be greater than the amount of coverage provided by our carrier.
    4. Consulting services to assist with completing insurance applications and answering underwriting questions are available outside of the scope of services in your monthly support agreement and can be provided for an additional fee.
  14. Other Third-Party Services.
    1. While providing services to you, we may recommend certain third-party vendors and service providers including internet service providers, telephone service providers, and software and hardware products and other third-party providers.
    2. Integrity will facilitate third party support as part of vendor management services included in your support agreement, however these third-party providers of products or services will address problems or omissions arising from their products and services.
    3. To ensure cost management and timely remediation by these vendors we recommend our clients elect to carry additional support agreements provided by these third parties to cover the services.
    4. Integrity is not responsible for any installation delays, service interruptions, network downtime, data corruption, product defects or malfunctions or any other damages, claims, costs, expenses, or fees incurred or suffered by you because of the acts or omissions of any such third-party service providers or of such defective malfunctioning product.
  15. Staff & Non-Solicitation.
    1. The relationship between Integrity and you is a third-party, independent contractor relationship. Under no circumstances shall Integrity or our staff be deemed to be your employees and we do not have any fiduciary duties or other implied duties to you.
    2. We reserve the right to determine the method, manner, order, and sequence by which services will be performed and completed.
    3. For the term of this Agreement and for a period of one (1) year thereafter, you agree not to hire or solicit any Integrity employees who were employed by Integrity during this Agreement, unless we provide prior written consent. Should you hire an Integrity employee in violation of this covenant, you agree to pay Integrity an amount equal to 150% of the hired employee’s annual compensation at the termination of their employment with Integrity.
  16. Confidentiality and Security.
    1. Defined. We acknowledge that while providing services hereunder, we, or our employees, may be supplied with or come into possession of your proprietary information including any and all non-public information provided to us by you, including but not limited to your customer data, customer lists, internal documents, and related information. Confidential information will not include information that: (i) has become part of the public domain through no act or omission of Integrity, (ii) was developed independently by us, or (iii) is or was lawfully and independently provided to us prior to disclosure by you, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.
    2. Use. We will keep your confidential information confidential and will not use or disclose such information to any third party for any purpose except (i) as expressly authorized by you in writing, or (ii) as needed to fulfill our obligations under this Agreement.
    3. Due Care. We will exercise the same degree of care with respect to the confidential information we receive from you as we normally take to safeguard and preserve our own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care.
    4. Compelled Disclosure. If we are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the confidential information, we will immediately notify you in writing of such requirement so that you may seek a protective order or other appropriate remedy and/or waive our compliance with the provisions of this section. Failing the entry of a protective order or the receipt of a waiver hereunder, we may disclose, without liability hereunder, that portion, and only that portion, of the confidential information that we have been advised by written opinion of counsel reasonability acceptable to us that that we are legally compelled to disclose.
    5. Client Responsibilities. Client also agrees not to disclose rate(s), term(s), or any information regarding this Agreement without the prior written consent of Integrity.
  17. Termination.
    1. Termination initiated by Client. This Agreement and other monthly service agreements may be terminated with or without cause by Client upon thirty (30) days written notice.
    2. Termination initiated by Integrity. This agreement and other monthly service agreements may be terminated with or without cause by Integrity with ninety (90) days written notice. With mutual consent, in writing, you and we may agree to terminate this agreement earlier than 90 days.
    3. Transition Plan. Upon receipt of written notice of termination of Services, we will work together to establish a Transition Plan that includes equipment removal, transfer of documentation and termination of back up and other services.
    4. Equipment removal. Upon termination of this agreement or any other monthly service agreement, you will return or provide us with access, during normal business hours, to retrieve any Integrity owned equipment from the premises. The date and time of equipment retrieval will be communicated and agreed upon as part of a documented transition plan.
    5. Retention of Data. Following the transition of Services, Integrity will retain any data and documentation stored on Integrity owned devices for a period of 30 days. At the end of 30 days, data and documentation will be removed from Integrity systems. This may be extended upon written agreement by both parties and for an additional fee.
  18. Miscellaneous.
    1. Limitation of Liabilities. We warrant you that the material, analysis, and services to be delivered or rendered hereunder will be of the kind and quality designated and will be performed by qualified personnel. We make no other warranties, whether written, oral, or implied, including without limitation, warranty of fitness for a particular purpose or merchantability. In no event shall either party be liable for special, incidental or consequential damages including, but not limited to, loss of profits, revenue, data, loss of use by you or any third party, the cost of other consultants hired, or employee expenses and overtime incurred regardless of whether a claim or action is asserted in contract or tort, and whether or not the possibility of such damages has been disclosed to us in advance or that we could have reasonably foreseen. Except for indemnification obligations arising under this Agreement, in no event shall Integrity’s liability for any reason and upon any cause of action whatsoever exceed the lesser of (i) fifty percent (50%) of the then current annual fee or most recent six months of fees (excluding the cost of any hardware or software purchases), whichever is lower.
    2. Complete Agreement. This agreement contains the entire Agreement between the parties hereto regarding the matters covered herein except as specified in Paragraph 1. No other agreements, representations, warranties, or other matters, oral or written, purportedly agreed to or represented by or on behalf of Integrity by any of its employees, or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof.
    3. Indemnification. Client shall indemnify, defend and hold Integrity harmless from and against any claim, demand, loss, penalty, cost or expense, cause of action or litigation expense, including attorney’ fees, asserted against, resulting to, imposed on, or incurred by Integrity, directly or indirectly, as a result of Client’s negligence, breach or failure to perform or observe any covenant or agreement herein or its part to be performed or observed, and/or failure to comply with applicable laws, regulations and contractual and licensing obligations to third parties, including but not limited to failure to confirm to applicable copyright, patent, and/or trade secret laws.
    4. Force Majeure & Malicious Acts. This Agreement is designed to cover the support needs of Client during normal operating conditions. Integrity shall not be liable for damages, delay or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restriction (including the denial or cancellation of any export or other necessary license), power outages, wars, insurrections, and/or any other cause beyond the reasonable control of either party.
    5. Merger. This Agreement is the complete and final expression of the agreement between the parties. Any other oral or written negotiations or agreements of the parties are hereby revoked. Neither party is relying on any promise or representation not expressly set forth therein.
    6. Governing Law. The rights and obligations of the parties shall be governed by, and the validity and interpretation of this Agreement shall be determined in accordance with the law of the State of Illinois. This Agreement results from negotiation and review deemed adequate by the parties, and, therefore, neither party alone shall be deemed the drafter hereof and this Agreement shall not be construed for or against either party. In the event of any dispute, claim or controversy relating to or arising from this Agreement, or any breach, threatened breach or alleged breach thereof, the Parties hereby expressly waive and relinquish any and all right to a trial by jury on any issue, matter, claim, cause, or controversy pertaining thereto.
    7. Notices. All notices, requests, demands and/or any other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the day of personal delivery by hand, on the day following electronic transmission to a party at the email address set forth below, on the day following transmission by facsimile machine to a party at the number set forth below, or on the second (2nd) day after being mailed by certified mail, return receipt requested, with postage prepaid, and addressed as follows (or to such other address, email address or facsimile number as Integrity or Client shall, from time to time, specify in a notice given pursuant to this paragraph):
    8. Waiver. No delay or omission on the part of either party in exercising any right or remedy hereunder shall impair such right or remedy or be construed as a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any right or remedy of either party preclude later full exercise thereof or exercise of any other right or remedy.
    9. Attorney Fees. In any litigation, arbitration or other proceeding arising out of or in any way relating to this Agreement, the prevailing party shall be entitled to recover from the other party any and all costs and expenses, including reasonable attorney’s fees and expert witness fees, incurred by the prevailing party in connection with such proceeding.
    10. Choice of Forum. Except as otherwise provided in this document both parties irrevocably consent to jurisdiction and venue in the Circuit Court of McLean County, Illinois in connection with any dispute arising out of or relating to this Agreement and such Court shall be the exclusive jurisdiction for litigation of any such dispute.
    11. Effective Date/Execution. The effective date of this Agreement shall be the date on which it is last executed. The parties agree that this Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and exchanged by facsimile or electronic transmission; and that the facsimile copy of a party’s signature shall be binding as if the signature were an original signature. Notwithstanding the binding effect of such facsimile copies, the parties shall nevertheless execute and exchange original counterparts of this Agreement promptly upon the request of either party.
    12. Severability. The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or the continuing force or effect of any other provision.
    13. Mediation/Arbitration. In the event the parties cannot agree on a matter hereunder, including (without limitation) disputes relating to the breach, performance or validity of this Agreement and the arbitrability of any claim or controversy between the parties, the parties shall participate in at least four hours of mediation in accordance with the mediation procedures of United States Arbitration & Mediation Midwest, Inc. The parties agree to share equally in the costs of the mediation. The mediation shall be administered by the offices of United States Arbitration & Mediation Midwest, Inc., 720 Olive Street, Suite 2300, St. Louis, MO 63101, Phone: 314.231.4642. Mediation involves each side of a dispute sitting down with an impartial person, the mediator, to attempt to reach a voluntary settlement. Mediation involves no formal court procedures or rules of evidence, and the mediator does not have the power to render a binding decision or force an agreement on the parties. If the parties are unable to resolve the dispute in mediation it is hereby agreed that the dispute shall be referred to United States Arbitration & Mediation Midwest, Inc. for arbitration in accordance with United States Arbitration & Mediation Midwest, Inc. Rules of Arbitration. In any such mediation or arbitration, this Agreement shall be construed and governed by the laws of the State of Illinois. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.
    14. Assignment and Binding Effect. The parties agree that this Agreement is personal to Integrity and Client and cannot be assigned by either party, without written consent of the other, which consent may not be unreasonably withheld. Subject to the preceding sentence, this Agreement shall be binding upon and endure to the benefit of the parties and their respective heirs, legal representatives, successors, or assigns. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third party.