Open22 Service Agreement
Terms of Service
1. This is a service agreement between You, the Customer, and Open22, LLC, and any licensed or authorized agents assigned to work on Open22, LLC's behalf.
Open22, LLC and its authorized agents shall hereafter be listed as "We," "Open22, LLC," "Service Agent(s)," or "Agent(s)."
The Customer shall herereafter be listed as “You” or "the Customer. "
2. The Customer, and any parties which can reasonably be assumed to be authorized by the Customer to act in the Customer's stead, hereby grants permission for the Service Agent(s) to repair, modify, service, or otherwise alter the physical hardware and software makeup of requested computer systems in conjunction with the terms and conditions set forth in this agreement. The Customer agrees that not all included systems or components may be listed or enumerated in writing at the time of agreeing to these terms, but are assumed under reasonable expectation of a request for service to be covered by these terms and conditions.
For business clients, the Customer agrees that systems authorized include hardware or software components linked to the Customer's business entity, on- or off-site service locations, network systems, or any other component which could be reasonably considered to be part of the Customer's business systems whether in part or whole, unless specifically detailed in writing by the Customer at the time of agreement to these terms.
3. The Customer agrees that the Agent(s) may also authorize additional third parties to provide services, parts, repairs, software, or code as Agent(s) and Customer deem necessary, Costs for any third-party expenses beyond the Agent(s)' standard labor rates will be paid for by the Customer. Third-party expenses may include, but not be limited to, parts, services, software licensing fees, warranties, service contracts, or other items as may be required during the course of service. As necessary, Service Agent(s) may assess an in-house "shop materials" fee not to exceed $10.00 for use of in-house shop parts and accessories, such as minor cabling, fans, thermal grease, CD / DVD recordable media, and so forth.
4a. PAYMENT: All services must be paid for prior to, or upon completion of service, or within 21 days of the billing invoice date for Customers who have entered an invoice contract. Unpaid invoices past 21 days will be billed a two percent (2%) per month interest charge of the total invoice amount. Customers issuing invalid / bounced checks will be assessed a $25.00 service charge in addition to their standard invoice and service fees.
4b. ABANDONED EQUIPMENT: Equipment left in possession of the Service Agent longer than forty-five (45) days after completion of a service order will be assumed to be abandoned, and will become the immediate property of Open22, LLC. Customer will still be liable for the payment of services and products rendered on abandoned equipment. At their discretion, Open22, LLC reserves the right to liquidate abandoned equipment via private or public sale to cover outstanding Customer balances.
5. Customers must maintain a valid, signed service agreement before any services will be rendered. Terms of Service are subject to change at any time. While we will make reasonable attempts to notify Customers of changes, the Customer agrees it is their sole responsibility to maintain and understand their terms of service. Terms of service are provided on the company Web site, maintained at http://www.open22.com/termsofservice. In the event of changes, the most recent terms on the Service Agent's Web site are considered valid and enforceable, even in the event that such changes are not included in writing on this document. At their sole discretion, the Service Agent(s) reserve the right to refuse service to any individual or entity, for any reason.
6. ARBITRATION: In the event of any dispute, the parties agree to submit the matter to arbitration in accordance with the rules of the American Arbitration Association. Each party shall chose a single arbitrator within 10 days of demand by the other and the two so chosen shall chose a third arbitrator within 30 of the demand if they have not agreed with respect to the dispute within the time and in such case, the three shall render a decision within 30 days of demand. Either party may be represented by legal counsel. The decision of the arbitrators shall be final and conclusive and the right to appeal hereby waived. Customer shall not have the right to demand arbitration if he is in default under this agreement for payments due on any Invoice or Promissory note, or balance owed hereunder.
7. CHOICE OF LAW: This Agreement shall be governed by and construed under the laws of the State of Utah.
8. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement and understanding of the parties hereunder and is subject to no warranties or representations not specifically set forth herein. This Agreement cannot be modified except by an instrument in writing executed by the party to be bound, and that when applicable any authorized third parties' terms of service and warranties supersedes the terms of this agreement.These terms and conditions SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES NOT LISTED HEREIN, INCLUDING,WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED,
9. SEVERABILITY: In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby and effect shall be given to the intent manifested by the provisions, or portions thereof, held to be enforceable and valid.
Data and Usage Agreement
10. In the course of servicing any computer system, software, or component thereof, the Customer agrees that the Service Agent(s) shall not be liable for any loss of the Customer's personal, public, or business-related data, FOR ANY REASON WHATSOEVER INCLUDING AGENT NEGLIGENCE. Such data includes, but is not limited to, documents, contracts, spreadsheets, databases, pictures, digital images, software, music, videos, video games, or other digital media. Open22, LLC and its authorized agents assume NO LIABILITY WHATSOEVER FOR INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES; including but not limited to loss of productivity, wages, contracts, bills, intellectual property, or copyrights as a result of service or lost data. In no case shall the Service Agent(s) be responsible or liable for CONSEQUENTIAL DAMAGES, whether real or implied, including material expenses naturally incurred by the Customer while any computer or component is being serviced. Such items include, but are not limited to, fees, rents, utility payments, travel expenses, Internet service charges, shipping, or labor. The customer agrees that the maximum liability for any issue arising from a service order claim shall be be the cost parts and labor necessary to complete the required service.
11. As part of any service order, the Customer can at their discretion request the Service Agent(s) to attempt to safely backup and store a copy of the Customer's data drives, as long as the physical condition of the Customer's hardware and software permit such an attempt. Data backup services are rendered as part of standard hourly labor rates.
For business clients, the Service Agents will keep off-site backup copies of saved backup data for six (6) months after the completion of the service.
For residential clients, the Service Agents will keep data backups for seven (7) calendar days after the completion of service.
IN NO EVENT OR CIRCUMSTANCE does the Agent or any of its authorized third parties guarantee the probability, reliability, or successful completion of any data backup services, nor guarantee the physical integrity of stored backups. While the Service Agent(s) will do everything in their power to ensure the safety and integrity of Customer data, the Customer agrees that the back-up and maintenance of any data or software is solely their responsibility, and failure to agree to these terms is considered a termination of service.
12. In the course of service, the Customer's computer systems may be given access to the Internet and World Wide Web, as well as the Agent(s)' local internal networks, to update software, patch the Customer's operating system, load maintenance utilities, or perform other service-related tasks. In cases where Customer systems are known to be infected with virii, trojans, worms, adware, or other malicious software (malware), access to data networks will be limited as much as possible while we attempt remove those problems, but the Service Agent(s) does not guarantee the effectiveness of such attempts, or assure the removal of all known malware threats. While the Agent(s) will make every reasonable attempt to prevent and protect the Customer's personally identifiable information from being revealed, transmitted, or otherwise disseminated, Agents are not liable for the transmission of any of the Customer's personal, public, business, or financial data, either accidentally or intentionally, across any computer network. The Service Agent(s) are not responsible nor liable for any damages, whether real or punitive, that may occur due to such transmissions. Such data may include, but is not limited to, names, phone numbers, addresses, financial, medical, or accounting data, shipping data, inventory or pricing data, Customer processes, patents, or trade secrets. The Service Agent(s) agree not to use, sell or disseminate any of the customer's personal information to any third party. Personal information may be used by Open22, LLC to keep Customers abreast of coming changes to services, data, systems, software, or other as needed.
13. Customers are responsible to provide legal, authorized copies of any and all software to be installed on any computer system, with appropriate licensing. Customers who cannot provide legal copies of software will be instructed to supply and install said software at their own discretion.
Warranty Terms and Conditions
14a. Every service request will issued a unique service order ID. The Service Agent(s) warranty parts and labor performed on a single service order number for thirty (30) days after the completion of the order. Repeat services performed under the terms of this warranty must be DIRECTLY RELATED to issues previously recorded on the existing service order. If a requested service is determined to be non-qualifying for the terms of this warranty, the Customer will be billed at standard rates for parts and labor.
14b. EXCLUSIONS TO WARRANTY:
• SPYWARE / VIRUS / MALWARE: Due to the nature of virus, spyware, and malware threats, the variability of Customer Web browsing habits, Customer media use, Customer program use, data use and other factors, virus, spyware, and/or malware removal is considered a one-time service, and is not eligible for the standard thirty (30) day labor warranty.
• NEW SYSTEM BUILDS: New system builds are covered under a separate set of Warranty Terms and Conditions. Upgrades of hardware, software installations, network configuration, or any other activity outside the scope of any initial repair service are not covered by this warranty, and will be issued a separate work order.
15. Parts found to be defective within thirty (30) days of installation will be replaced at no charge with an identical part, OR a part of equivalent functionality, at the discretion of the Service Agent(s). Please note that equivalent functionality is not the same as equivalent cost. After thirty (30) days, parts found to be defective are covered by the warranty terms between the Customer and the original equipment manufacturer (OEM) of the part. At that point, customers will be required to fulfill warranty part replacements through the standard processes and channels established by the OEM, and any labor to reinstall the replacement part will be billed at standard hourly rates.
Complete Systems
16. For new systems built in-house by Open22, the Service Agent(s) guarantee all parts and labor for ninety (90) days from the completion of the system build. PLEASE NOTE THAT THIS WARRANTY DOES NOT COVER REPAIRS OR SERVICES FOR ISSUES BEYOND THE INITIAL SYSTEM BUILD. Issues not covered by this ninety (90) day warranty include, but are not limited to: data backups, network installations, Internet service setup/installation, software installations, training, licensing fees, or the setup of any peripherals or devices not included in the original system build, including scanners, printers, digital cameras, or PDAs. Please also note the warranty exclusions in sections 14a and 14b.
Immediate Replacement Limited Service
17. For a nominal fee, Open22 offers the opportunity under limited circumstances** for customers to replace a part that has failed outside the normal thirty (30) or ninety (90) day guarantee with a part from stock on hand. This immediate replacement service is offered under the recognition that some customers will not realistically be able to wait the typical five to fifteen business days required to receive an OEM warranty replacement part. Pricing for this service will vary depending on the item, the original sales price, and the length of time that has passed since the original purchase. If a part is not available in stock for this service, at its discretion, the Service Agent(s) may work with a third-party retailer or vendor to procure a part, and the Customer will pay the difference in price, if any, from the original purchase amount. PLEASE NOTE that the Immediate Part Replacement Limited Service does not cover labor, if required, to install a part outside the standard warranty periods.
**Due to the nature of Open22's service terms with vendors and OEMs, not all parts will qualify for this service.
Complete System Labor Warranty Upgrade
18. For complete system builds, the customer can, at their discretion, pay to upgrade to a full year of limited labor warranty coverage at any time within six (6) months of purchasing the original system. Regardless of purchase date, the upgraded labor warranty lasts twelve (12) months from the date of the original system build (meaning if you purchase a computer in June, and upgrade the warranty in December, the warranty is still only good until the next June). Clients who choose to extend their warranty must sign a separate agreement form before receiving service pursuant to these terms. PLEASE NOTE THAT THIS IS A LABOR WARRANTY ONLY. Part warranties continue to operate under the procedures outlined in this document, and that the labor warranty exclusions outlined in sections 14 and 16 of this document still apply.