THESE SUPPORT FOR YOU IT SUPPORT SERVICES TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) STATE IMPORTANT REQUIREMENTS REGARDING YOUR USE OF SUPPORT FOR YOU’S WEBSITE AND SUPPORT FOR YOU’S COMPUTER SUPPORT SERVICE AND YOUR RELATIONSHIP WITH SUPPORT FOR YOU. YOU SHOULD READ THEM CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND INSTRUCTIONS SUCH AS HOW LONG IT LASTS, FEES FOR EARLY TERMINATION, OUR RIGHTS TO CHANGE ITS CONDITIONS, LIMITATIONS OF LIABILITY, PRIVACY, SETTLEMENT OF DISPUTESBY ARBITRATION INSTEAD OF IN COURT AND CLASS ACTION WAIVER. IF YOU ACCEPT THESE TERMS AND CONDITIONS, THEY WILL APPLY TO ALL YOUR PLANS FROM US, INCLUDING ALL YOUR EXISTING PLANS. YOUR ACCEPTANCE OF THESE TERMS & CONDITIONS WILL BE IMPLIED BY THE USE OF THE SUPPORT FOR YOU SERVICES.
1. Applicability of these Terms and Conditions.
THESE TERMS AND CONDITIONS, TOGETHER WITH EACH ACCEPTED ORDER SUBMITTED BY YOU, ANY ADDITIONAL TERMS MENTIONED FOR YOUR ORDER AND THE PRIVACY POLICY, STATE THE ENTIRE AGREEMENT BETWEEN YOU AND SUPPORT FOR YOU (THE “AGREEMENT”). The Agreement will be formed only after Customer has successfully completed all of the steps to complete the Order, including without limitation, providing payment in full of all Fees.
2. Definitions.
“Customer” means the person or entity submitting an Order for Services from Support For You.
“Fees” has the meaning set forth in Section 5 below.
“Order” means a request for Services submitted by Customer through Support For You’s website or by telephone, and such other services as the Customer and Support For You may separately agree (in each of their respective discretion) as confirmed by Support For You’s records. When in conflict, these Terms and Conditions control over the terms of an Order.
“Service(s)” means the information technology service(s) stated in an Order during the Service Period. Service do not include (a) third party software or materials, even if provided as part of the Services; (b) any item or activity not covered under the terms of an Order; (c) services beyond the Service Period; (d) diagnosis or support that may not be completed because of problems with Customer’s computer, other equipment, or configuration beyond Support For You’s reasonable control; (e) software, including operating systems, that are outside of the scope of the Order; and (f) problems that are beyond Support For You’s reasonable control through remote support, including without limitation, external causes, problems that require the physical presence of a technician, and non-compliance with the Support For You technician’s instructions.
“Service Period” has the meaning given to that term in Section 11.1below.
“Support For You” means Support For You, LLC, a Kansas limited liability company.
“Terms and Conditions” has the meaning given above.
3. Scope of Terms and Conditions.
3.1. Scope. These Terms and Conditions state the terms and conditions pursuant to which Support For You will provide to Customer the Services purchased by Customer and agreed to by Support for You under any relevant Order. Support For You does not accept, and hereby expressly rejects, any additional or inconsistent terms that may be submitted or referenced by Customer, unless the subject of an amendment to these Terms and Conditions.
3.2. Location of Performance. Support For You may perform the Services remotely at SupportFor You’s place of business or elsewhere, at Support For You’s option. Support For You will have sole discretion to determine the personnel assigned to perform the Services. Nothing in these Terms and Conditions will restrict Support For You from performing similar services for other customers.
3.3. Service Obligations. During the Service Period and on the condition that Customer remains in compliance with all of its obligations under these Terms and Conditions, Support For You will use commercially reasonable efforts to provide Services in accordance with: (a) its prevailing descriptions for Services, or (b) the applicable Order.
3.4. Personal and Non-Commercial Use Limitation. Unless otherwise specified, the Services and any provided software are solely for Customer’s personal and non-commercial use in addressing matters covered by the Order. Customer may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, modify, create derivative works from, transfer, distribute or sell any information, software, products or services obtained from the Services or any provided software. Any Services and any provided software are available only in connection with Services under a valid Order.
3.5. No Unlawful or Prohibited Use. As a condition of Customer’s use of any Services, Customer will not use the Services or any provided software for any purpose that is unlawful or prohibited by these Terms and Conditions. Customer may not use the Services or any provided software in any manner that could damage, disable, overburden, or impair any Support For You computer facilities or the network(s) connected to any such computer facilities, or interfere with any other party’s use and enjoyment of any of the Support For You’s Services or provided software. Customer may not attempt to gain unauthorized access to any Services, any provided software, other accounts, computer systems or networks connected to any Support For You computer facilities or to any of the Services or provided software, through hacking, password mining or any other means. Customer may not obtain or attempt to obtain any Services, provided software, or information through any means other than that specifically permitted to Customer under an Order.
3.6. Fair Use Policy and Suspension or Termination of Services. Customer agrees to use the Services in accordance with any limits contained in the Order during the Service Period. If at any time, in Support For You’s sole discretion, Customer is found to be abusing the Service by exceeding the level of use stated in the Order or the level of use reasonably expected from someone for the applicable Services for individual use, then Support For You reserves the right to suspend or terminate Customer’s Order. In addition, Support For You reserves the right to suspend or terminate any Order of any Customer that Support For You, in its sole discretion, determines are being used (a) fraudulently, (b) by any person other than Customer, or (c) for any computer system other than a system registered to the Customer.
3.7. Third Party Terms. In performing the Services, Support For You may provide or may facilitate the purchase or license by Customer of software, hardware, or other property owned by a third party, which may include software for which the third party owner does not charge a fee. Customer agrees to comply with all licenses or other agreements applicable to such third-party property, which licenses or agreements may be included with such third-party property and/or the documentation provided therewith, all of which are incorporated herein by this reference. Support For You may charge Customer an additional amount (beyond the Fees) for providing or facilitating the same.
4. Subcontracting.
Support For Youwill have the right to subcontract or delegate the performance of any of its obligations to Customer. Subcontracting the performance of any obligations will not absolve the Support For You of ultimate responsibility for its obligations to Customer.
5. Fees and Payment.
5.1. Fees.Customer will pay to Support For You the fees stated in the relevant Order (the “Fees”). Some Orders may have Fees payable either on a recurring (e.g., monthly or annually) basis. Subject to the terms of the applicable Order, all payments under recurring Orders for the initial term will be made upfront at time of commencement of the Service Term. Unless earlier terminated as provided in these Terms and Conditions, Customer will owe and pay in advance the then-current recurring Fee for the applicable period after the initial term and for each recurring period thereafter. The Services are only available to Customer once Support For You has received payment of the Fees. Support For You has no obligation to provide Services if required payment of Fees has not been made. Except as specifically set forth in these Terms and Conditions or the relevant Order, allFees are non-refundable.
5.2. Payment. Payments due under any relevant Order will be made in U.S. currency in the amounts and at the times set forth in the Order, or if not indicated therein, within thirty (30) days following Customer’s receipt of an invoice.If Customer fails to timely pay any amount when due, Customer will pay an additional late payment charge equal to one and one half percent (1½%) of the amount due per month, but not to exceed the maximum allowed by law, on such delinquent amount until paid in full. Additionally, Customer will pay Support For You’s costs of collection, including attorneys’ fees.
5.3. Credit Card Billing. Customer may be asked to provide Support For You with a credit card or debit card number, electronic check, ACH authorization, or other payment form from a payment processor that Support For You accepts in order to activate the Service. Customer hereby authorizesSupport For You to charge and/or place a hold on Customer’spayment method with respect to any unpaid charges for Services or any related software or hardware. Customer authorize the payment processor to pay any amounts described herein without requiring a signed receipt, and Customer agrees that these charges are to be accepted as authorization to the payment processor to pay any amounts described herein without requiring a signed receipt, and Customer agree that these charges are to be accepted as authorization to the payment processor to pay all such amounts. Customer authorize Support For You and/or any other company who bills products or services, or acts as billing agent for Support For You to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to Customer’s payment account until such amounts are paid in full. Customer agrees to provide Support For You with updated payment system information upon Support For You’s request and any time the information Customer previously provided is no longer valid. Customer acknowledges and agrees that neither Support For You nor any Support For You affiliated company will have any liability whatsoever for any non-sufficient funds or other charges incurred by Customer as a result of such attempts to charge, and/or place holds on, Customer’s payment account. If Customer mistakenly providesone payment form (e.g., debit card number), instead of another payment form (e.g., credit card number), Customer authorize all charges described herein to be applied to such payment form provided unless and until Customer provides another payment form. In the event Customer is enrolled, or later enrolls, in an automatic payment or electronic funds transfer plan, Customer agrees that all sums described herein may be charged, at Support For You’s option, to the account number provided for such automatic payment or electronic funds transfer plan. When payment is made by credit card or debit card, payment will also be subject to the terms and conditions established by the credit or debit card issuer. If charges cannot be processed through Customer’s payment account, or if Customer’s bank draft or electronic funds transfer is returned for insufficient funds, Support For You will charge Customer an additional $15.00, and Customer will immediately provide to Support For You payment in full in immediately payable funds for all fees, changes, interest, and penalty owned under this Agreement.
5.4. Taxes. All amounts due are exclusive of any foreign, state, or local sales, value-added, withholding, or taxes, duties, fees, excises, or tariffs arising out of or related to these Terms and Conditions or any relevant Order, of any performance of any Services (collectively, “Taxes”).If applicable, Customer is responsible for all such Taxes and any related penalties, except for taxes imposed on Support For You’s net income, and Customer will reimburse Support For You within thirty (30) days of a request for any of the foregoing paid by Support For You, if applicable.
6. Refund Policy.
If Customer is not satisfied with the Services, Customer must contact Support For You within fifteen (15) days of when Support For You provided Services. Within a reasonable time, Support For You will evaluate its Services. If Support For You was not able to resolve a single issue for Customer within such 15-day period, Support For You will provide a full refund for the Fees applicable to the relevant period. If there are one or more issues resolved within such 15-day period, the fees for Service will not be refundable.
Support For You may, at its sole discretion and on a case by case basis, agree to a refund of all or a portion of the Fees after deducting charges for servicing the Customer. The refund amount will be credited to the credit card or payment account in which the original payment was made.
Any refunds provided will Support For You’s sole obligation and Customer’s sole remedy arising out of or related to the Services.
7. Customer Obligations.
7.1. Access. If applicable, Customer will provide Support For You personnel with access to any hardware, software, system, or account necessary for the performance of Services at no charge to Support For You. Customer consents to receive telephone calls, text messages, emails, or other communications from Support For You regarding activation of Services, information about Support For You’s products and services, renewal of product and services, billing related issues, support calls, re-dialing of disconnected calls at the telephone number(s) provided by Customer, including Customer’s wireless number. Customer understands that there may be a charge by Customer’s wireless carrier for such calls and such calls may be generated by an automated dialing system. Customer may opt-out of this consent by contacting Support For You and changing the telephone numbers, email addresses, or other addresses or accounts registered to Customer. Customer must notify Support For You of any change in the telephone numbers, email addresses, or other addresses or accounts registered to Customer as necessary to continue to receive Services.
7.2. Cooperation. Customer agrees to listen carefully to the Support For You technician and follow the technician’s instructions. Customer further agrees to have knowledge regarding the hardware system, any software involved, and in the facts and circumstances surrounding the incident and to answer any questions by the technician related to the Services.
7.3. Data Backup. Customer is solely responsible for backing up any relevant data or electronically-stored information. Support For You does not under any circumstances have a duty to back up Customer’s data or to restore data that is lost in the course of Support For You’s performance of Services, or otherwise. Support For You will not be liable for the loss of any Customer data, whatever the reason for the loss, including without limitation as a result of Support For You’s negligence. The preceding limitation applies to any cause of action, whether based in contract, tort, or any other theory.
7.4. Software Maintenance. Customer is solely responsible for obtaining and maintaining throughout the Service Period maintenance and support services for products, hardware, and/or software products that are the subject of the Services at levels designated by Support For You.
7.5. Customer’s Ownership. Customer warrants that it owns all right, title, and interest in and to, or has full and sufficient right and authority to use and grant to Support For You the right to use in the manner contemplated by these Terms and Conditions and any relevant Order, any hardware, software, programming, materials, or data furnished or made available by Customer to Support For You in connection with Support For You’s performance of Services.
7.6. Confidentiality. Customer agrees that information about Support For You’s website, methods provided by Support for You for accessing the Services, and any software or hardware provided to Customer related to the Services is confidential and proprietary information of Support For You or its licensors or suppliers. Customer agrees to only use such information in connection with the Services, not disclose such information to any other person, and use reasonable efforts to maintain the confidentiality of such information.
8. Privacy Policy.
The Support For You Privacy Policy is incorporated here by reference and is an integral part of these Terms and Conditions. Customer agrees that beyond the Personal Information identified in the Privacy Policy, any information or data disclosed or sent to Support For You over the telephone, electronically or otherwise, is not confidential or proprietary to Customer.
9. Limited Warranties and Disclaimers.
9.1. Assumption of Responsibility. Customer assumes all responsibility for the selection of, use of, and results obtained from the Services.
9.2. Services. Support For You warrants to Customer that Support For You will use commercially reasonable efforts to perform the Services in accordance with generally accepted industry standards and practices, but Customer understands and agrees that the particular Services may differ by the particular facts and circumstances and preferences of the particular technician. The particular Services provided may not be the best or optimal solution and not all issues may have a solution or a solution that is acceptable to Customer. Any claim under this warranty must be made by notice to Support For You within fifteen (15) days after delivery of the Services disputed. Customer will provide Support For You the opportunity to re-perform the services that are subject to the claim. Customer’s sole remedy for breach of this warranty are stated in the Refund Policy, Section 6.
9.3. Disclaimer. EXCEPT AS PROVIDED IN SECTION 9.2, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS ONLY, AND SUPPORT FOR YOU MAKES NO OTHER PROMISES, REPRESENTATIONS, OR WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SUPPORT FOR YOU DOES NOT WARRANT OR REPRESENT THAT THE RESULTS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE SERVICES ARE CORRECTABLE OR WILL BE CORRECTED.Support For You is an independent technical support service provider for a large variety of third party products, brands and services. Any use of trademarks, brands, products orservices is referential and Support For You disclaims any association, affiliation, or representation in any form, direct or indirect, of any such brand, product, or service.
9.4. Exclusions. Applicable law may prohibit the disclaimer of certain implied warranties or the limitation of the remedies for their breach. These Terms and Conditions do not apply only to the extent mandated by applicable law.
10. Limitation of Liability.
10.1. Waiver of Indirect Damages. Customer agrees that Support For You and its affiliates and subcontractors and their respective officers, directors, owners, employees, and agents will not be liable for any special, indirect, incidental, exemplary, punitive, or consequential damages, or for any damages whatsoever resulting from loss of use, data, or profits, arising out of or in connection with Support For You’s performance or non-performance under these Terms and Conditions or any relevant Order, or for any other reason, regardless of the form of action (whether in contract, tort, negligence, gross negligence, willful act, strict liability, or otherwise), and whether or not Support For You has been advised of the possibility of such damages.
10.2. Limited Remedy. In addition, without limiting the foregoing, Support For You’s sole liability and Customer’s exclusive remedy is for Support For You, at Support For You’s sole discretion, to re-perform the Services. In no case will Support For You’s liability to Customer exceed the amount actually paid by Customer to Support For You related to the Services subject to the claim. The limitation, exclusions, and disclaimers herein will apply to the maximum extent permitted by law, even if any remedy fails of its essential purpose. Customer may not commence an action against Support For Youunder these Terms and Conditions or any relevant Order more than one (1) year after the cause of action accrues.
11. Service Period and Termination.
11.1. Service Period. The Service Period will commence on the date Support For You accepts the relevant Order submitted by Customer and, unless earlier terminated in accordance with the provisions herein, will continue until Support For You completes its performance of the Services purchased or for the Service Period stated in the Order. If the Order states a recurring (e.g., monthly or annually) period, the Service Period will automatically renew for successive additional periods as stated unless either Customer or Support For You provides the other with written or electronic notice not less than thirty (30) days prior to the end of the then-current Service Period.
11.2. Termination. Without limiting any other right of suspension or termination stated in these Terms and Conditions, either party may at its option terminate any applicable Order in whole or in part for cause: (a) if the other party fails to perform any material term or condition hereunder or under any applicable Order, and fails to remedy such failure within thirty (30) calendar days after receipt of written notice of such default; (b) in the event that any proceedings are commenced against the other party or such party seeks protection under bankruptcy, insolvency, or other debtor’s relief law; or (c)theotherparty becomes insolvent or dissolves. Support For You may terminate an Order at any time for convenience, and Support For You’s sole liability and Customer’s sole remedy will be for Support For You to pay to Customer the prorata amount of any prepaid fees from the effective date of termination. Customer may terminate an Order at any time by giving written or electronic notice to Support For You; provided, however, that Customer will not be entitled to a refund of any Fees due or owing(whether prepaid or otherwise) by Customer for the Service.
11.3. Obligations Upon Termination. Upon the termination or expiration of an Order or these Terms and Conditions: (a) Customer will promptly pay in full all outstanding amounts due or to come due to Support For You; and (b) Customer will promptly return or destroy any software provided as part of the Services and any other confidential or propriety information of Support For You or its licensors or suppliers. The expiration or termination of anOrder or these Terms and Conditions does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.
11.4. Survival. The following Sections will survive the termination or expiration of these Terms and Conditions:3.4, 3.5, 3.6, 3.7, 5, 7.5, 9.3, 10, 11.3, and 12.
12. General.
12.1. Waiver.No term or breach thereof will be considered waived or excused unless in writing signed on behalf of the party against whom the waiver is asserted. No consent to or waiver of a breach by either party will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach.
12.2. Severability. If any provision of these Terms and Conditions is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree that any invalid provision will be deemed to be restated so as to be enforceable to the maximum extent permissible under law consistent with the original intent and economic terms of the invalid provision.
12.3. Relationship of Parties. The relationship between Support For You and Customeris one of independent contractor. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party will any power, right, or authority to bind the other party.
12.4. Non-Hire. Except as otherwise provided by law, during the Service Period and for a period of one (1) year after the Service Period ends, Customer will not, without the prior written consent of Support For You, directly solicit or offer employment to or hire individuals employed or engaged by Support For You during the Service Period.
12.5. Compliance With Laws. Each party agrees and is solely responsible for its own compliance with laws, regulations, and other legal requirements applicable to the conduct of its business.
12.6. Force Majeure. Except for Customer’s payment obligations, neither party will be liable for any failure or delay in performance under these Terms and Conditions which might be due in whole or in part, directly or indirectly, to any contingency, delay, failure, or cause of, any nature beyond the reasonable control of such party. Such causes include, without limitation, fire, explosion, earthquake, flood or other weather, unavailability of necessary utilities or materials, strike, lockout, other labor difficulties, war, act of terrorism, riot, act of God, law, regulation, or order of government or other public authorities.
12.7. Law and Venue. The laws of the State of Kansas will govern the Agreement and any interpretations or constructions thereof. Subject to Section 12.8, any dispute arising out of or related to the Agreement will be conducted exclusively in a court sitting in Wichita, Kansas. The parties hereby submit themselves to the personal jurisdiction and venue of such courts. In any dispute regarding the enforcement of these Terms and Conditions, the prevailing party will be entitled to recover its costs and fees, including attorneys’ fees.
12.8. Arbitration and Class Waiver. Any claim, dispute, or controversy (“Claim”) arising out of or relating to this Agreement or the relationships among the parties will be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Consumer Rules in effect at the time the Claim is filed (“AAA Rules”). The arbitrator’s decision will be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. The arbitration proceedings will be held in Wichita, Kansas.No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings, and the parties expressly agree that any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION. The arbitrator may charge all of the arbitration costs, including fees of the arbitrator, against the non-prevailing party. If the arbitrator does not charge either party the costs of the arbitration, the parties will equally bear all of the arbitration costs, including fees of the arbitrator.
12.9. Notices. All notices, consents, and approvals under these Terms and Conditions must be delivered in writing by courier, by overnight mail service, or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the relevant Order and will be effective upon receipt. Either party may change its address by giving written notice of the new address to the other party.
12.10. Marketing. Customer agrees that during the Service Period Support For You may use Customer’s name and logo to identify Customer as a customer of Support For You on Support For You’s website, and as a part of a general list of customers for corporate, promotional, and marketing literature.
12.11. Construction of Terms and Conditions. No rule of construction or interpretation will apply against any party based upon a contention that the Terms and Conditions were drafted by one of the parties. The titles and headings herein are for reference purposes only and will not be construed in interpreting these Terms and Conditions.
12.12. Integration and Amendment. These Terms and Conditions and any relevant Order constitute the entire agreement between the parties and supersede all previous and contemporaneous agreements, understandings, or arrangements with respect to the subject matter hereof, whether oral or written. These Terms and Conditions and any relevant Order may be amended or supplemented only by a writing that is signed by both parties.
[End of terms and conditions]