Terms and conditions
Terms and Conditions
The following presents iTernal Networks, LLC (“iTernal”) standard terms and conditions (“Terms and Conditions”) applicable to the sale of its products and services (“Products and Services”). When used in these Terms and Conditions, “You” and “Your” refer to the individual entering into this agreement (when entering into this agreement on behalf of yourself) or the entity entering into this agreement (when entering into this agreement as an authorized representative on behalf of such entity).
1. Entire Agreement; Acceptance; Order of Precedence; Revocation
a. These Terms and Conditions apply to any offer, order form, quote, bid or proposal (“Offer”) issued by iTernal to You concerning the provision of iTernal’s Products and Services. You may accept an Offer by executing a copy of the Offer and returning it to iTernal by email, facsimile or courier or by clicking the “I ACCEPT” box in the order portal if the Offer is in click-through form. Upon acceptance of an Offer by You, the terms of the Offer, together with any applicable end-user license agreement (“EULA”) and these Terms and Conditions together become and constitute a binding agreement (“Agreement”) between You and iTernal. Unless otherwise provided in the Offer, in the event of a conflict between these Terms and Conditions, the EULA and the Offer, the Offer shall prevail over the EULA which shall prevail over these Terms and Conditions. Prior to final acceptance by You, the Offer is revocable by iTernal.
2. The Products and Services
a. The Products and Services for each Agreement shall be identified in the Offer.
3. Price and Payment
a. It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under the Offer. You shall pay any such taxes unless a valid exemption certificate is furnished to ITernal for the state of use.
b. Payment terms are within iTernal’s sole discretion. The license costs, setup fees, hardware costs, monthly recurring costs (excluding usage costs) or any other one-off items shall be invoiced in advance. Usage costs will be invoiced at month end. Invoices for Products and Services are due and payable upon receipt of iTernal’s invoice. In case payment is not received within twenty (20) days after the invoice date, the outstanding amount shall be increased automatically and without prior notice of default by an interest rate of two percent (2%) per month or the highest rate allowed by relevant law if less, until the outstanding amount is paid. If full payment is not received in timely fashion, iTernal shall have the right, in addition to any other rights it may have at law, in equity or as agreed between both parties, to (i) terminate the Agreement, (ii) cease the production or shipping of any other Products ordered by You, and/or (iii) suspend one or more of the Services for which the payment is due until such time as the payment due is received by iTernal in full (“Suspension Period”). iTernal shall be held harmless and shall be indemnified by You against any costs, fees, expenses or claims arising from or related to iTernal’s exercise of its rights and remedies under this Section.
c. If You dispute an invoice, You will provide iTernal with a notification specifying the nature of the dispute and the amount involved and pay iTernal the undisputed portion of the invoice within twenty (20) days after the invoice date. Invoice dispute notifications must be sent by You to iTernal within not more than twenty (20) days after invoice date by registered letter to the address of iTernal’s Las Vegas, Nevada office at 1850 E Sahara Ave. Suite 210, Las Vegas, NV 89104 to the attention of the accounting department. If not received by such time, all invoices will be deemed accepted by You. If any withheld amount is later found to be payable to iTernal, You shall pay such amount plus interest pursuant to Section 3(b).
d. Notwithstanding delivery of and passing of risk in the Products, title to the Products shall not pass to You until final and full payment of the applicable fee(s) in cleared funds by You to iTernal, including any additional charges, interest, Taxes and costs.
e. Price Adjustments: iTernal shall have the right to propose an adjustment to the Monthly Base Rate, as provided in the Offer, in the event of equipment purchases, substantial changes in the demand for IT Services initiated by You, material increases in costs to iTernal, or if Your demand for IT Services during any twelve-month period during the term of this Agreement should exceed the Adjustment Threshold. This monthly support contract will auto-adjust each month to match the current number of users, computers, servers, and networking equipment, as outlined in the Offer.
4. Term and Termination
a. The initial term of the Agreement (“Initial Term”) shall be agreed upon in the Offer and shall commence on the date of Your acceptance of the Agreement. The Agreement shall automatically renew for successive periods of one year (each a “Renewal Term”) unless either party delivers to the other party written notice of its intention not to renew the Agreement no less than thirty (30) days prior to the end of the Initial Term or Renewal Term, as applicable.
b. Notwithstanding anything to the contrary contained in the Agreement, iTernal may, at its option and in addition to any other rights and remedies available at law or equity, terminate the Agreement: (i) anytime during a Suspension Period upon thirty (30) days prior notice; (ii) upon thirty (30) days prior written notice and the opportunity to cure upon Your actual breach of any material warranties and obligations contained in these Terms and Conditions, such as those contained in Section 5, and (iii) upon You becoming insolvent or bankrupt or making an assignment for the benefit of creditors or appointing (or having appointed) a receiver or trustee in bankruptcy or upon any proceeding in bankruptcy, receivership of liquidation being instituted against You and continuing for thirty (30) days without being dismissed.
c. You may terminate the Agreement upon iTernal’s failure to cure a material breach within (30) days of receiving written notice of such breach.
a. Services will be provided to the You by iTernal between the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays. Network Monitoring Services will be provided 24/7/365. Call Center Help Desk support will be provided 24/7/365 or 8/5 excluding holidays, depending on the selected service level in the Offer. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of the Offer. Hardware costs of any kind are not covered under the terms of this Agreement, unless selected and specified in the Offer.
6. Support and Escalation
a. iTernal will respond to Your Trouble Tickets under the provisions of iTernal’s Support Procedures Document, and with best effort after hours or on holidays. Trouble Tickets must be opened by Your designated I.T. Contact Person, by email to our Help Desk, or by phone if email is unavailable. Each call will be assigned a Trouble Ticket number for tracking. The escalation process is detailed in iTernal’s Support Procedures Document.
b. Service Outside Normal Working Hours: Emergency services performed outside of the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions of the Offer.
c. Service Calls Where No Trouble is found: If You request onsite service and no problem is found or reproduced, You will be billed at the current applicable rates as indicated in the Offer.
7. Suitability of Existing Environment
a. Minimum Standards Required for Services: In order for Your existing environment to qualify for iTernal’s Managed Services, the following requirements must be met:
i. All Servers with Microsoft Windows Operating Systems must be running Windows 2008 Server or later, and have all of the latest Microsoft Service Packs and Critical Updates installed.
ii. All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 7 Pro or later.
iii. All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
iv. The environment must have a currently licensed, up-to-date and Vendor-Supported Server-based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.
v. The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.
vi. All Wireless data traffic in the environment must be securely encrypted.
vii. There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.
8. Excluded Services
a. Unless specifically outlined in the Offer, service rendered under this Agreement does not include:
i. Parts, equipment or software not covered by vendor/manufacturer warranty or support.
ii. The cost of any parts, equipment, or shipping charges of any kind.
iii. The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.
iv. The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
v. The cost to bring Your environment up to minimum standards required for Services.
vi. Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
vii. Service and repair made necessary by the alteration or modification of equipment other than that authorized by iTernal, including alterations, software installations or modifications of equipment made by Your employees or anyone other than iTernal.
viii. Maintenance of Applications software packages, whether acquired from iTernal or any other source unless as specified in the Offer.
ix. Programming (modification of software code) and program (software) maintenance unless as specified in the Offer
a. ITernal and its agents will not use or disclose Your information, except as necessary to or consistent with providing the contracted services, and will protect against unauthorized use. The You agrees not to disclose rate(s), term(s), or any information regarding this Agreement without the prior written consent of iTernal.
10. Equipment & Facilities
a. You agree that iTernal may utilize certain items of Your equipment and may gain access to certain of Your facilities. The You retains title and ownership in all of Your equipment owned by The You and utilized by iTernal, and must grant authority for iTernal to access Your facility. Facility access may be denied for any reason at any time, however if access to facilities is denied, The You understands that iTernal may be unable to perform their duties adequately and if such a situation should exist, iTernal will be held harmless.
a. ITernal acknowledges that it must have access to any and all systems and resources to perform their duties under this agreement. As such, it must have access to any and all passwords. Bear in mind that the backup data will always be encrypted and not accessible to anyone who does not have the password. If the encryption password is lost, the backup data will be inaccessible.
12. Force Majeure & Malicious Acts
a. This agreement is designed to cover the support needs of The You during normal operating conditions. ITernal 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 restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of either party.
b. Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God, wars, insurrections, and/or any other cause beyond the reasonable control of either party fall outside the terms of this agreement.
a. You agrees that during the term of this Agreement and for a period of one year following the termination of this Agreement, You will not recruit or hire any employee, agent, representative or subcontractor of the Consultant (“Consultant Personnel”), nor will You directly or indirectly contact or communicate with Consultant Personnel for the purpose of soliciting or inducing such Consultant Personnel (a) to accept employment with, or perform work for any person, firm, or entity other than Consultant; or (b) to provide services to You or any other person, firm or entity except as an employee or representative of the Consultant. You agree that, in the event of a breach or threatened breach of this provision, in addition to any remedies at law, Consultant, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.
14. Limitation of Liability.
a. In no event shall consultant be liable to You or any other party for any special, exemplary, incidental or consequential damages, including but not limited to lost profits, whether arising out of contract, tort, strict liability or otherwise.
a. No action, regardless of form (including in contract, tort or otherwise), arising in connection with the performance of this Agreement may be brought by either party more than one (1) year after the date of the occurrence on which the action is based.
16. Good Faith
a. The parties hereto expressly assume an obligation to act in good faith toward one another in the performance of their obligations under this Agreement
a. This Agreement shall be governed by the laws of the State of Nevada. It constitutes the entire Agreement between You and iTernal for monitoring/maintenance/service of all equipment listed in the Offer. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by You.
18. No Third Party Beneficiary
a. All of the provisions of this Agreement are solely for the benefit of the parties hereto, and none of the other provisions of this entire Agreement shall inure to the benefit of any person not a party to the Agreement, and third parties shall have no rights hereunder.
19. Acceptance of Service Agreement
a. This Agreement covers only those services and equipment listed in the Offer. ITernal must deem any equipment/services You may want to add to this Agreement after the effective date acceptable. The addition of equipment/services not listed in the Offer at the signing of this Agreement, if acceptable to ITernal, shall result in an adjustment to the Your monthly charges.
20. Entire Agreement
a. This Agreement is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, proposals, and awards, written or oral, relating to its subject matter.
b. You and iTernal agree that in the event any term, covenant or condition herein contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant or condition shall in no way affect any other term, covenant or condition herein contained. Headings, titles and paragraph captions are inserted in the Agreement for convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise modify the meaning of the paragraphs.
a. Any dispute, controversy or claim arising out of or in relation to this Agreement or at law, or the breach, termination, or invalidity thereof, that cannot be settled amicably by agreement of the Parties hereto, may, by notice given by one Party to the other, be finally resolved by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association then in force by one or more arbitrators appointed in accordance with said rules; provided, however, that arbitration proceedings may not be instituted until the party alleging breach of this Agreement by the other party has given the other party not less than sixty (60) days to remedy any alleged breach and the other party has failed to do so.
By visiting the website, users agree that they will not use the website for any unlawful activity, or use it in a way that would violate the following terms and conditions. This website is governed and construed by the laws of the State of Minnesota. Any use of the website shall comply with all State of Minnesota laws and regulations as well as with all federal laws and regulations.
Collection of Information
No personally identifiable information is collected about visitors who simply browse this website or who download information from it. If you participate in a survey, sign up for a Newsletter, purchase something or send an e-mail, your e-mail address, name, account information and the contents of the e-mail and information volunteered in response to the survey or newsletter will be collected. Submitting voluntary information constitutes your consent to the use of the information for the stated purpose. Visitors who request services available through this website may be required to furnish additional information which may be required by law or which is necessary to provide the service requested. We use the personal information we collect about you on the Site to provide you with the services you request and to process the transactions you authorize. We may use the information about your use of the site to improve the Site and its functionality. We do not sell any of the information we collect for any purpose. If you purchase merchandise, we collect the personal information that you are prompted to enter at the Site when completing user registrations, financial transactions and other forms. This personal information may include your name, company affiliation, mailing address, telephone, e-mail address and credit card information.
We automatically collect and store only the following information about your visit: The Internet domain and IP address (a number that is automatically assigned to your computer whenever you are surfing the web) from which you access our website; the type of browser and operating system used to access our site; the date and time you access our site; the pages you visit; if you linked to our website from another website, the address of that website.
We will disclose your information, without notice, only as follows:
1. To obey orders of the law or comply with legal process served on us. 2. To protect and defend the rights of property of iTernal Networks and its websites. 3. To act in urgent circumstances to protect iTernal Networks websites, its employees or the public. 4. When you have an open account with us, information could be shared with credit agencies.
You can request removal of your personally identifiable information from our databases by contacting us at the phone number or e-mail address listed below. To honor your request, we will need the exact information you want removed and information sufficient for us to identify the type of communication you received from us. You may access or update the personal information you provided at the Site any time by sending a request by email or by postal mail to the contact information listed below.
We recognize the importance of protecting the privacy of children and we comply fully with the Children’s Online Privacy Protection Act (COPPA). We do not knowingly collect any personally identifiable information from children under the age of 13. If a child has provided our website with personally identifiable information, we ask that a parent or guardian contact us and we will delete that information.
Changes to the Policy
If you have a question, complaint or technical problem, please contact us.
- 1850 E Sahara Ave. Suite 210
- Las Vegas, NV 89104
- Phone: 702.987.5115