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Standard Terms & Conditions of Sale

THE TERMS AND CONDITIONS SET FORTH BELOW CONSTITUTE THE ENTIRE AGREEMENT BETWEEN INTEGRITY TECHNOLOGY SOLUTIONS AND CUSTOMER WITH RESPECT TO THE PURCHASE OF THIRD-PARTY PRODUCTS OR SOFTWARE (“PRODUCTS”), INTEGRITY SERVICES (“SERVICES”), OR THIRD-PARTY MAINTENANCE SERVICES ( “MAINTENANCE”) IDENTIFIED IN THE ATTACHED PROPOSAL UNLESS A SIGNED AND EFFECTIVE WRITTEN AGREEMENT FOR THE PURCHASE OF SUCH PRODUCTS, MAINTENANCE AND/OR SERVICES IS IN EFFECT BETWEEN CUSTOMER AND INTEGRITY TECHNOLOGY SOLUTIONS. IN THE EVENT OF A CONFLICT BETWEEN SUCH AN AGREEMENT AND THESE STANDARD TERMS AND CONDITIONS OF SALE, SUCH AGREEMENT SHALL CONTROL.

1. PAYMENT AND INVOICING TERMS. Payment for all Products or Maintenance purchased and 50% of the estimated Services is due before the project begins. Services rendered will be applied to the down payment and the remaining balance due will be invoiced monthly through the completion of the project. Payment in full of all invoices is due fifteen (15) days from date of invoice. Invoices for Products and Maintenance are issued upon proposal acceptance. Integrity has the right to charge a late payment fee of one and one half percent (1.5%) of the outstanding balance per month for each month, or partial month, any undisputed invoice remains unpaid beyond its due date. Customer will pay any attorney or collection fees incurred by Integrity to effect settlement of any undisputed past due invoice.

2.PRICE. Prices and terms are not subject to verbal changes or other agreements unless approved in writing by Integrity Technology Solutions. Prices are subject to change at any time. Integrity Technology Solutions will contact the Customer and provide a revised proposal if the pricing or specific products are no longer available.

3. SHIPPING AND DELIVERY. Shipping and Handling Estimate is subject to change.  The carrier is not an agent of Integrity Technology Solutions and in no event, shall Integrity Technology Solutions have any liability for loss or damage during shipment.  Customer shall accept and pay for partial shipments of Products. If expedited shipping is requested, the cost of the expedited shipping charges will appear on your invoice.

4. SECURITY INTEREST. Customer hereby grants and Integrity Technology Solutions retains a security interest in all Products purchased hereunder, and such security interest is released when payment in full is received by Integrity Technology Solutions. Integrity Technology Solutions shall maintain ownership of all products, even if they have been delivered to the Customer, until payment for the order has been fully received and retained.  All pricing does not include Labor unless it is specifically described. All Labor Charges are T&M as needed with the appropriate Travel Charge, unless stated otherwise.

5. CHANGES. Customer shall be obligated to pay Integrity Technology Solutions for the equipment and services described herein. Any additions or modifications to the equipment or services outlined in this proposal must be approved in writing by the customer. Customer may, without invalidating this proposal, make changes to the equipment or services outlined hereunder. If such changes cause an increase or decrease in the cost of equipment or time required to render the services of this proposal, an adjustment shall be made and this proposal shall be amended accordingly in writing. Approved changes indicated on Change Orders must be paid in full within 15 days of acceptance.

6. RETURN POLICY. All sales are final other than for Products that do not meet manufacturer specifications or that are not included in the Customer Order. Customer must notify Integrity Technology Solutions of any damaged or defective Products, or discrepancy in shipment quantity or type, and request a Return Material Authorization (“RMA”) consistent with the manufacturer’s restocking fee. Some items are not returnable. All RMA’s issued are valid for the period of time allowed by the manufacturer after which time the RMA will be cancelled. No return of Products will be accepted without an RMA. A credit for properly returned items, less any restocking or other related charges imposed by the applicable third party manufacturer or supplier, will be entered against the original invoice for the returned items. Products returned due to a shipping error or in accordance with warranty terms are not subject to restocking fees. Customer must ship returned Products prepaid to the specified warehouse location. Integrity Technology Solutions will reimburse Customer’s shipping costs for Products returned due to a shipping error. Returned Products must be in the original shipping cartons, undamaged, unused and unaltered. Opened software is not returnable.  No return policies are in place for certain manufacturers. Integrity makes no representations or warranties of any kind with respect to the Products. INTEGRITY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. INTEGRITY TECHNOLOGY SOLUTIONS WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY.

7. WARRANTY. All Products and Maintenance purchased hereunder are subject to the warranties provided by the manufacturer. Integrity Technology Solutions hereby transfers to Customer such warranties Integrity Technology Solutions receives from the applicable manufacturer. Integrity Technology Solutions agrees only to provide/install equipment/materials that are covered by manufacturer’s warranties. EXCEPT AS SET FORTH IN THIS PARAGRAPH, ALL PRODUCTS AND MAINTENANCE ARE PROVIDED “AS IS” AND INTEGRITY TECHNOLOGY SOLUTIONS DISCLAIMS ANY AND ALL WARRANTIES AND REMEDIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF INTEGRITY TECHNOLOGY SOLUTIONS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO INTEGRITY TECHNOLOGY SOLUTIONS UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY AND IN THE CASE OF DAMAGES RELATING TO ANY ALLEGEDLY DEFECTIVE PRODUCT SHALL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE FURTHER LIMITED TO THE PURCHASE PRICE PAID BY CUSTOMER FOR SUCH PRODUCT. IN NO EVENT, SHALL INTEGRITY TECHNOLOGY SOLUTIONS BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES EVEN IF INTEGRITY TECHNOLOGY SOLUTIONS HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.

9. MAINTENANCE. Any Maintenance resold by Integrity Technology Solutions hereunder is subject to the terms and conditions for such services identified by the third-party provider.  Integrity Technology Solutions is not a party to any such third-party terms and conditions.

10. SOFTWARE. Any software delivered under this Agreement is subject to the license terms provided with it. All software license terms are established directly between the Customer and the owner or licensor of the software. Integrity Technology Solutions is not a party to any such software license and makes no warranties or representations related to the ownership, use or operation of the software. For sales tax purposes, the signed proposal or master agreement shall include acceptance of the manufacturer’s license agreement.

11. SALES AND USE TAX. Customer is responsible for any sales or use taxes for products/services delivered to locations where Integrity Technology Solutions does not assume collection responsibility.  Customer is responsible for any errors or omissions in tax collection by Integrity Technology Solutions.  If customer claims an exemption from such taxes, customer shall provide copies of such certification of exemption upon request of the Integrity Technology Solutions.

12. CONFIDENTIALITY. This proposal and all our correspondence with you is confidential. Much of what we discuss in this proposal is proprietary, and we consider it to be a key piece of what makes us unique. This information cannot be shared with anyone outside of your organization without our prior written approval.

13. SCOPE OF SERVICES. Integrity is a full service provider in the area of IT consulting, and computer hardware and software support and Client has asked Integrity to provide services in accordance with this proposal. Since Integrity cannot anticipate all of the work Client may require or request, Integrity shall provide only the Services specified in the applicable project Scope of Work or Support Services Agreement incorporated herein by reference. Client may, from time to time, request other services and Integrity may perform such services upon written approval by Integrity at a manner and rate agreed to by the parties in accordance with paragraph # 5.

14. FORCE MAJEURE & MALICIOUS ACTS. Neither party shall 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.

15. NON-SOLICITATION. Client agrees not to hire or solicit any Integrity employees who were employed by Integrity during the course of this engagement, unless Client has the prior written consent of Integrity to do so. Should Client hire an Integrity employee in violation of this covenant, Client shall pay Integrity an amount equal to 150% of the hired employee’s compensation at the termination of their relationship with Integrity.

16. CLIENT OBLIGATIONS. Client agrees to provide Integrity access to Client’s facilities and equipment during reasonable hours, or as agreed upon by the parties, as necessary to perform the Services. Client is responsible for all costs associated with stolen, damaged or destroyed equipment of Integrity, if any, at Client’s facilities. Client shall take all such other action as Integrity may reasonably request from time to time in order to affect the provisions and purposes of this Agreement.  Client shall maintain insurance on any Integrity equipment located at Client’s site sufficient to cover the full replacement value of said equipment, and shall name Integrity as an additional insured on such policy, if applicable.

Each party agrees that it is responsible for compliance with all applicable laws in its performance hereunder.  Integrity shall not be responsible for any hardware or software that is not operated in a manner as recommended by Integrity or the original equipment manufacturer.  Integrity agrees that it shall comply with all applicable Client access and security requirements.

17. INDEMNIFICATION. Each party (the “Indemnifying Party”) shall indemnify, defend and hold the other party and its parent, affiliates, directors, officers, employees and agents  (collectively, the “Indemnified Party”) harmless from and against any claim, demand, loss, penalty, cost or expense, cause of action or litigation expense, including attorneys’ fees, asserted against, resulting to, imposed or, or incurred by the Indemnified Party, directly or indirectly, as a result of the Indemnifying Party’s negligence, breach or failure to perform or observe any covenant or agreement herein on 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.

18. MEDIATION/ARBITRATION CLAUSE. In the event the parties cannot agree on a matter hereunder, including (without limitation) disputes relating to the breach, performance or validity of the work outlined in this proposal 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.

In the event 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.

19. GOVERNING LAW. The rights and obligations of the parties shall be governed by and the validity and interpretation of this proposal 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.

20. CHOICE OF FORUM. Except as otherwise provided in paragraph 18, 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 engagement and such Court shall be the exclusive jurisdiction for litigation of any such dispute.