Terms and Conditions

TELESPHERE SOLUTIONS HELP DESK  SUPPORT AND REPAIR AGREEMENT TERMS AND CONDITIONS

AGREEMENTS In consideration of the mutual covenants set forth in this Agreement, Customer and Technicians hereby agree as follows:

1.Scope of Services.

Technicians shall provide to Customer the repair and consultation services described in the customer support ticket entered via the online Telesphere Solutionshelp desk ticketing system.  The support ticket will be entered directly by the customer or in the case of phone support it will be entered on behalf of the customer by the attending technician or representative.

1.1 Limitation of Services.

Technicians shall not be responsible for the following:

1) Damaged, corrupted or inaccessible data or files, or other damage or liability resultant from or arising out of the repairs or services provided to customer by Technicians.

2) Ability or inability to use any hardware or related equipment, network or network resource or connectivity.

3) Ability or inability to use any third-party service or software.

4) Compatibility issues with other software, hardware or related services resultant from work performed by Technicians.

5) Loss of productivity, wages, income or any monetary damage resultant from or the proximate cause of work performed by Technicians.

6) Liaising with any billing and/or accounting on matters related to payment for software, licenses, Services, or other items provided by or acquired for Customer by Technicians.

7) Monitoring of any kind of any operating systems, applications, services or software, upgrades, patches, fixes or any other ongoing maintenance or obligation between the Technicians and Customer.

8) Fixing errors and omissions contained in any third-party resource outside of the direct control of Technicians, unless otherwise specified.

9) Failures due to any network problem or failing devices at the customer site.

10) Failures due to anytelephony or Internet Carrier problems or outages.

2. Compensation. For all of Technicians’ Services under this Agreement, Customer shall compensate Technicians at the time of the service unless a pre-pay charged was previously made prior the visit. In case a particular job or service takes more time than the initially Pre-Paid charge, customer is obligated to pay the additional hours at the time of the visit.  In the event Customer fails to make any of the payments referenced, Telesphere Solutions has the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement (breach), (2) immediately stop all Repairs and Services, (3) Remove Requested Equipment or Revert any repair or services delivered,  (4) bring legal action.

3. Mutual Confidentiality. Customer and Technicians acknowledge and agree that all information passed directly or indirectly between Technicians and Customer, including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, analyses and other furnished property shall be the exclusive property of the respective owner (the “Owning Party”) and will be held in strict confidence. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public or has been previously made available by the Owning Party in a public venue. Notwithstanding the above, Technicians are under no obligation or confidentiality when confronted by information of a criminal nature.

4. Limited Warranty and Limitation on Damages. Customer waives any warranty, express or implied, for the Services and Repairs performed under this Agreement. Customer acknowledges that Technicians are not responsible for the results obtained by Customer when using any Services or Work Product produced by Technicians. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Technicians as set forth in Exhibit A attached hereto. No action, regardless of form, arising out of the Services rendered or Work Product, under the Agreement, may be brought by either party more than one year after the cause of action has occurred. In no event shall Technicians be held liable for consequential damages.

5. Equipment. Customer agrees to make available to Technicians, for Technicians’ use in performing the Services required by this Agreement, such items of hardware and software as Customer and Technicians may agree are reasonably necessary for such purpose.

6. Expenses. Technicians will not be reimbursed for any expenses incurred in connection with the Services or Work Product, whether direct or indirect, without the express written approval of Customer.

7.0 General Provisions.

7.1 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties relating to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

7.2 Good Faith. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

7.3 No Right to Assign. Technicians have no right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval of Customer, which consent can be withheld for any reason. Customer may freely assign Customer’s rights and obligations under this Agreement.

7.4 Payments. In the event Customer fails to make any of the payments related to the help desk subscription Technicians have the right to withhold Services, remove Work Product from Customer-owned resources, or seek legal remedy until payment is made in full, plus accrued late charges of 1 ½% per month.

7.5 Indemnification. Customer warrants that everything Customer gives Technicians in the execution or performance of Services, or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Technicians harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product, including, but without limitation, any and all demands, liabilities, losses, costs, and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, or copyright infringement.

7.6 No Responsibility for Theft. Technicians have no responsibility for any third party taking all or any part of the Services or Work Product, results of Services or Work Performed, or the improper use by any third party of any Services or Work Product produced by Technicians.

7.8 Right to Make Derivative Works. Technicians have the exclusive rights in making any derivative works of any Services, Methodology, or Work Product.

All parties represent and warrant that, on submitting a help desk support ticket, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by the submission of the support ticket.