Terms and Conditions

RICHARDS NETWORK SOLUTIONS, INC.
(referred to below as “RNSI”)

SALE OF GOODS AND SERVICES

All services and equipment are subject to the Richards Network Solutions, Inc. Terms and Conditions as given below:

RNSI Equipment and Software located at Subscriber

This agreement covers use of equipment, setup, installation, configuration, and monitoring. Lessee is solely responsible for ensuring that the requested RNSI services are provided to the level required by Lessee. Lessee is solely responsible for all content on the equipment, which RNSI supports.

Lessee shall indemnify and hold harmless RNSI, its employees, representatives, and agents, for all third-party claims, lawsuits and losses alleged to be caused by RNSI’s actions or failure to act. RNSI will not be liable for any consequential, incidental, indirect, special or punitive damages which may arise out of the use of the equipment and/or services provided to Lessee by RNSI, and Lessee’s sole remedy for any breach by RNSI or any conduct or failure to act on the part of RNSI is limited to the cancellation of this Agreement. RNSI shall not have any monetary liability to Subscriber.

This agreement will begin when signed. After the initial term, the agreement will be automatically renewed on a month-to-month basis. After a predetermined period, Lease can be cancelled at any time by either party with a 30-day written notice, with an option to buy out leased equipment for $1.00. All Equipment and Software is owned by RNSI or the developer and will be returned to RNSI in good working order, ordinary wear and tear excepted, upon termination of this agreement for any reason.

If Subscriber stops making payments for services before the end of the lease agreement Richards will provide written notice to subscriber that payment is due. If the past due account balance is not paid within our terms net 30 days Richards reserves the right to remove equipment and software provided by RNSI 60 days after written notice from RNSI of past due Payments. Subscriber must allow access to remove equipment during normal business hours with 48-hour advance notice. Payment will be based on the remaining months, if any, of the lease agreement times the number of months remaining in the contract.

Taxes

It is understood by both Parties that fees do not include any taxes and applicable federal, state, or local taxes will be added to each invoice for Services or materials rendered under this Agreement. You must pay any such taxes unless Lessee provides RNSI with a valid exemption certificate authorized by the appropriate taxing authority.

Limitation of Liability

We are not responsible for failure to render Services due to circumstances beyond our reasonable control, including but not limited to acts of God, fire, flood, earthquake, civil unrest, act of terror, act of government, strike, or other labor problem, internet service provider failure or delay.

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY PUNITIVE DAMAGES.

Relationship of the Parties & Non-solicitation

The Parties understand that this Agreement is not an exclusive arrangement. The Parties agree they are free to enter into other similar agreements with other parties.

The Parties to this Agreement are independent contractors, which means that neither Party is an agent, representative, partner, or employee of the other Party.

During the term of this Agreement and for a period of one year after its expiry or termination, the Parties agree not to hire, solicit, or attempt to solicit, whether directly or indirectly, the services of any employee, consultant, or subcontractor of the other Party without the prior written consent of that Party; provided that this clause does not apply to the extent such employee, consultant or subcontractor is no longer employed or under contract with that Party, or has responded to a public advertisement for the position.

Assignment

The Parties may not assign the responsibilities they have under this Agreement to anyone else unless both Parties agree to the Assignment in writing.

Waiver

Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing by Both parties. If any provision, right, or obligation is waived, it’s only waived to the extent agreed to in writing.

Amendments

This Agreement may not be modified or amended except and to the extent agreed to in writing by both Parties.

Termination

Either Party may terminate this Agreement:

• by written notice to the other Party if the other Party is in breach of its obligations and fails to cure the breach within 30 days after written notice is given to the other Party;
• for any reason or for no reason, by giving 90 days prior written notice of termination to the other Party; or
• immediately, with or without notice to the other Party upon the other Party’s filing or institution of bankruptcy, reorganization, liquidation, or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party.

Upon termination or expiry of this Agreement:

• We will immediately cease performing the Services and will uninstall all network management software that We had previously installed on Your environment. We will not be held responsible for any resulting damages or consequences.
• You will immediately cease use of and will immediately pay for all amounts due under this Agreement.

Severability

If any section of this Agreement is found to be invalid, illegal, or unenforceable, it will be deemed null and void, but the rest of the Agreement will still stand.

Confidentiality

Confidential information means all information disclosed by a Party to the other Party that is designated as confidential or that should reasonably be considered confidential given the nature of the information and the circumstances of disclosure. It does not include information that:

• a recipient can prove was in its possession at the date it was received or obtained;
• a recipient obtains from some other person with good legal title to it; or
• is in or comes into the public domain otherwise than through the default or negligence of a recipient or is independently developed by or for a recipient.

Each Party agrees not to use or disclose the confidential information of the other Party without such other Party’s written consent, except as required to be disclosed in compliance with a court order or other laws.

A Party may also disclose the confidential information of the other Party to its employees and other third parties if they (i) have a need to know the information to perform or use the Services or to exercise rights under this Agreement, and (ii) have a duty, contractual or otherwise, to keep such information confidential.

Dispute Resolution & Governing Law

In the event of a dispute, the Parties will work to achieve an amicable resolution through good faith negotiation. This Agreement will be interpreted based on the laws of the State of Illinois, without regard to its conflict of law principles. The Parties agree that any suit, action, or other proceeding arising out of this Agreement will be resolved by a court of competent jurisdiction in such state.

In disputes concerning this Agreement, the prevailing Party will be able to recover its costs of collection, enforcement, and other relief, including but not limited to reasonable attorney’s fees and court costs.