IMAGIT STANDARD TERMS & CONDITIONS

Imagit Inc will provide Partner and/or End-User IT services included in the signed agreement. For commitment and terms of the agreement and nondisclosure, please see below. These terms and conditions supersede all prior agreements between parties. Any mutually acceptable change orders will be appended to our standard agreement and supersede, as necessary, the corresponding elements in the original. These terms and conditions relate to agreements between the following parties: Partner and/or End-User listed and hereinafter referred to as Client, and Imagit Inc. Please note that these Terms and Conditions may be revised as determined solely by Imagit Inc. Material changes may require additional confirmation and acceptance.

Products and Services

• Project Management (PM) and Field Service Management (FSM)
• Imagit PM or FSM will coordinate the schedules of appropriate project’s stakeholder including Imagit internal engineers to ensure an efficient timeline and reporting structure are put in place
• Imagit PM or FSM will coordinate the schedules of appropriate employees, building management and Imagit internal engineers to ensure engineering milestones are completed per the timelines outlined during the kickoff call
• Imagit PM or FSM will ensure that costs and fees incurred for In-Scope Work under this SoW remain within the budget for such In-Scope Work reasonably identified by the Imagit PM or FSM.
• Engineering – Imagit Engineer(s) will be principally responsible for ongoing projects, ad-hoc support, network administration, , troubleshooting, upgrades and proactive planning.
• Procurement
• Imagit will provide a quote for any equipment required for the project upon acceptance and approval of the quoted equipment, Imagit will order all items to be delivered to the required location

• Imagit will provide expected delivery dates and tracking information
• Statement of Work – At Imagit discretion a Sales Engineer may be assigned to elaborate on the Scope of Work or produce a formal Statement of Work

Service Assumptions

• Tasks for these services will be executed and completed during Normal Business Hours between 8:00 am – 5:00 pm Local Time, Monday – Friday, excluding Imagit observed holidays, unless otherwise negotiated and noted in this SOW. Work needing to be completed outside of or in excess of Normal Business Hours must be mutually agreed upon in advance and in writing by Imagit and the Client
• Imagit is not responsible for required scheduling changes due to issues with 3rd party vendors, client’s employees, or weather-related issues outside the control of Imagit
• Imagit will not be responsible for any delays or cost overruns caused by failure to deliver or by delayed provision of information, systems or feedback from Client or third-party vendors
• Imagit assumes Client is responsible for communicating the services plan and all timelines and goals to Client Name business units or facilities, as appropriate and its’ end-users are made aware of the schedule and potential outages during service completion
• Imagit assumes the client shall verify that all equipment, supplies, and materials necessary to complete the project, including any materials sourced by Imagit have been received and are on-site and available before the installation kick-off date. Client assumes responsibility for all equipment when it reaches the Client site.
• All hardware, software, and cloud services required for the delivery of these services will be the financial responsibility of Client Name
• Imagit assumes that all hardware and software are compatible
• Imagit assumes that all devices being accessed will have Active Vendor Support Contracts
• Client shall provide repairs for Client-owned and existing installed equipment that is found inoperable during installation
• Imagit assumes Client will be purchasing and supplying all necessary software, licenses, hardware, VM’s and tools prior to commencement of any project
• Imagit assumes that Client will provide, if applicable, all available technical schemas and documentation, equipment inventories and configurations, drawings and diagrams, and vendor information, or will provide accurate understanding and knowledge of the same related to all areas and technologies being assessed, reviewed, planned, or designed within scope
• Any configuration or modification made by ImagIT to any third-party software, licensing agreement or materials provided by Client or work product incorporating, such items will be subject to the ownership and other rights agreed to by Client with the applicable third party
• Imagit is not providing any warranty regarding, and is not liable for, any third party or Client software, documentation, equipment, tools or other products or materials (even if recommended by Imagit)
• Imagit will assign all staff resources as to best-fit total requirements and no individual employee is being specifically promised or quoted
• Engineering resources and services provided by Imagit may be Imagit employees or individuals of organizations employed by or under contract with Imagit, at the discretion of Imagit
• Imagit assumes client will have appropriate resources available during Onsite visits
• Imagit is not responsible for delays from Client personnel during the Client validation step(s)
• Any configuration or modification made by ImagIT to any third-party software, licensing agreement or materials provided by Client or work product incorporating, such items will be subject to the ownership and other rights agreed to by Client with the applicable third party.
• Imagit is not providing any warranty regarding, and is not liable for, any third party or Client software, documentation, equipment, tools or other products or materials (even if recommended by Imagit)
• Engineering resources and services provided by Imagit may be Imagit employees or individuals of organizations employed by or under contract with Imagit, at the discretion of Imagit.
• Imagit personnel will not be required to visit Client sites or perform any travel outside of client’s sites in relation to this project unless explicitly stated in this SOW.
• Tasks for these support requests may include on-site and off-site activity by Imagit resources to ensure they are completed in a timely manner
• Informal knowledge transfer will be provided throughout the course of Imagit’s engagement with the client. Informal knowledge transfer is defined as informal activities provided as your administrators, or contractors, are working side-by-side with Imagit engineers. No formal training materials will be developed or delivered as part of informal knowledge transfer
• If Imagit ships equipment to the client location, Imagit assumes no liability for equipment damage and/or loss associated with the relocation of any equipment to any location other than the initial delivery location
• Imagit assumes no liability for data loss. Customer is strongly encouraged to backup and validate data on all affected systems prior to initiation of the engagement
• Imagit personnel and resources will not be required to perform any additional travel outside of client’s sites in relation to these support requests unless explicitly stated in this SoW
• All requests must be communicated through the Imagit FSM team in writing. Imagit’s Engineers are specifically instructed not to accept client requests that have not been documented and communicated to them through the Imagit FSM
• Imagit is not responsible for any changes made after completion of services related to a service ticket. If any errors occur from client changes, a new service ticket must be requested for the Imagit engineer to correct the problem(s)
• The services provided by Imagit engineers may include advice and recommendations, but Client agrees that all decisions in connection with the implementation of such advice and recommendations will be the responsibility of, and made by, the Client
• Imagit will use accepted project management techniques and processes throughout this project.
• Informal knowledge transfer will be provided throughout the project. Informal knowledge transfer is defined as informal activities provided as your administrators, or contractors, are working side-by-side with Imagit during the project. No formal training materials will be developed or delivered as part of informal knowledge transfer.
• Imagit assumes no liability for equipment damage and/or loss associated with the relocation of any equipment to any location other than the initial delivery location.
• Imagit assumes no liability for data loss. Client must confirm that data backups for all affected systems have been completed successfully prior to the start of the project in the event it is necessary to roll back the environment.
• Any additional tasks, work, labor, and other efforts for this project that have not been clearly defined In the SoW are the client's responsibility and will be performed by the client. Any additional items not outlined in the SoW that the client wishes to be a part of Imagit’s work product will require a signed and approved Change Request. Change Requests will detail the additional work and costs and will be submitted to the client project sponsor for approval and signature. Signed CRs will become an official part of the project.
• All Project requests and changes must be communicated and negotiated through the Imagit PM in writing. Imagit’s Engineers are specifically instructed not to accept client requests that have not been documented and communicated to them through the Imagit PM.
• Imagit is not responsible for any changes made after releasing the system to the client. If any errors occur from client changes, a Change Order must be written for associated labor to correct the problems.
• Any requested support (onsite or remote) post-project completion will not be included in the project price.
• Client will provide appropriate building access for each site to Imagit engineers
• Client will allow or supply physical access to all computers, communications, and devices, that within scope
• Client shall verify that all equipment, supplies, and materials have been received and are on-site and available before the installation kick-off date and assumes full responsibility for equipment when it reaches the Client site
• Client shall provide physical and logical network topology for Client existing network infrastructure and identify connectivity requirements for other network attached devices if applicable
• Client will permit full unattended administrative access with the necessary account privileges to resources for all technologies within scope. If remote unattended access cannot be provided, the budget estimate for the project may increase
• Client assumes financial responsibility for all hardware, software, and cloud services required for the project
• Knowledgeable Client resources will be made available for this project and will help meet the timelines as identified in the project plan. If meetings are not attended by Client and if advanced notification is not given (24 hours minimum in advance), then the cancelled meetings will be deducted against the project’s billable hours since resources were reserved for that time.
• To help minimize resource requirements on the part of Client, more detailed requirements for permissions, access, and workspace will be made available prior to starting the project. Administrative credentials, access, and permissions for all Imagit project members must be completed in the first week of the project.
• In the event the Client delays the progression of the implementation and Imagit remote session duration is truncated, Imagit will not guarantee that Engineers will be available to remotely re-deploy immediately upon resolution of the issue. In this event, Imagit resources will be scheduled using their next available window.
• The Services and resulting milestones may include Imagit advice and recommendations, but the Client agrees that all decisions in connection with the implementation of such advice and recommendations will be the responsibility of, and made by, the Client.
•  Client will have five (5) days to provide written feedback on all services related artifacts, documentation, or presentations developed or updated by Imagit engineers. If no feedback is provided, the item is considered to be acceptable to the client and Imagit holds no responsibility to make any material changes to said documentation after the five-day period
• All Imagit Intellectual Property shall remain the property of Imagit, and Imagit does not assign or transfer any ownership interest in any ImagIT Intellectual Property. However, Imagit hereby grants to Client an irrevocable, nonexclusive, assignable royalty-free license (the "License") to use the Imagit Intellectual Property delivered to Client under this agreement
• Imagit assumes that permits are not required or have already been obtained by Client

Pricing and Terms

• Pricing will be established within each individual SOW signed by Client
• Payment terms established with each individual SOW signed by Client will apply

 Terms

• Projects that exceed 8-hours to complete will include 1-hour of Project Management per 8 hours of engineering time in the project invoice.
• Clients or Projects that require Waiver of Subrogation for the Worker’s Compensation Insurance will be billed an extra 2-3% of the total project cost.
• Any materials required to complete the job that are not outlined in the SoW will be submitted for approval of purchase via a Change Order and will not be purchased prior to Change Order authorization
• Client will provide a 48-hour notice for cancellations or rescheduling to avoid a cancellation fee
• Any out of scope engineering tasks will be billed at stated time and materials rates, in full hour increments
• Travel, lodging, and meal expenses to be billed back at actual cost unless included in SoW pricing. Receipts will always be provided, and all such expenses will need to be approved by the Client prior to incurring said expense(s)
• Hour Block Agreements Expire After (6) Months of Inactivity.

 Cancellation Fees

• AFTER HOURS CANCELLATION FEES: Any planned After Hours/Weekend appointments that have to be canceled need to provide 48 hours notification. The cancellation fee is the After-Hours rate with a two hour minimum if engineer is local to the market. If engineer is not local to the market, all scheduled labor will be billed.
• BUSINESS HOURS CANCELLATION FEES: Any planned appointments that have to be canceled need to provide 24 hours notification. The cancellation fee is the hourly rate with a two-hour minimum if engineer is local to the market. If engineer is not local to the market, all scheduled labor will be billed.
• Client agrees to pay any/all costs of collection due to the failure to pay in accordance with the terms of the invoice including service of process fees, costs of suit, and reasonable attorneys’ fees



Liabilities and Restrictions

• Software Licensing – Imagit Inc does not support unlicensed software. Client represents that all installed software is licensed. If Client has any unlicensed software on premises, Client is responsible for notifying Imagit of such so that a remediation plan can be prepared and implemented to assist Client in achieving 100% license compliance
• Recruiting or Hiring of Imagit Inc Staff and Contractors – Client agrees to not recruit, hire, or retain any Imagit staff and/or outside contractors for employment or work of any kind, either as an employee or an independent contractor, except through Imagit, during the duration of Imagit servicing Client and for a period of 24 months thereafter.
• Risk of Data Loss - Client assumes all risk of data loss from any and all causes or in any way related to or resulting from the repair or service of computer hardware, software or other equipment by Imagit. Client agrees to bear full responsibility for all data backup prior to any repair or service of computer hardware, software or other equipment by Imagit Inc. Client hereby releases Imagit Inc from any claim or liability related to data loss for any reason whatsoever
• Jurisdiction – The laws of The United States of America and the State of Florida shall govern this agreement, its terms and conditions. Client agrees that the proper forum for any claim arising under this agreement shall be in the State of Florida
• Modification or Amendment – No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto
• Entire Understanding – These terms and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings and representations are hereby terminated and canceled in their entirety and are of no further force and effect
• Interpretation – Whenever possible, each provision of this agreement shall be interpreted in a manner as to be effective under Florida law, and if any provision of this Agreement should be held invalid under Florida law, that provision will be deemed stricken from the agreement and the remaining provisions will remain in full force and effect
• Unenforceability of Provisions – If any provision of these terms or any portion thereof, is held to be invalid and un-enforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect

Electric Signatures – These terms may be executed and delivered electronically

Sales and Use Taxes

• We do not collect sales or use taxes in all states. For states imposing sales or use taxes, your purchase is subject to use tax unless it is specifically exempt from taxation. Your purchase is not exempt merely because it is made by remote means. Many states require purchasers to file a sales/use tax return at the end of the year reporting all taxable purchases that were not taxed and to pay tax on those purchases. Details of how to file these returns may be found at the websites of your respective taxing authorities

Mutual Nondisclosure Agreement

A Mutual Nondisclosure agreement shall be made as of the executed date of the related agreement by and between Imagit Inc, located at 433 Plaza Real, Suite 275, Boca Raton, FL 33432 (hereinafter “Imagit”) and the entity defined as Partner Company Name and/or End User Company Name above to be known herein as “Company”. Imagit, and collectively with Company, the parties hereby agree to the following:

In order to promote discussions with respect to a possible business relationship and/or transaction, the Parties may provide Confidential Information to each other, in writing and orally, concerning their products, technologies, business plans, capabilities, and other matters. A Party receiving Information under such Agreement is referred to as “Recipient,” and a Party disclosing Confidential Information is referred to as “Discloser.” In order to encourage such discussions while protecting their Confidential Information, the Parties agree as follows:

1. Confidential Information. “Confidential Information” shall mean all confidential, trade secret, and proprietary information of Discloser, including any nonpublic information relating to the Discloser’s technology, customers, business plans and strategies, promotional and marketing activities, finances and other business affairs, and any third party information that the Discloser is otherwise obligated to keep confidential, and that: (i) is disclosed to Recipient in writing or other tangible form and marked in a manner to indicate that it is considered by the Discloser as Confidential Information; or (ii) is disclosed to Recipient orally or in other non-tangible form and that is identified as Confidential Information at the time of disclosure. Unless otherwise stipulated by both Parties, Confidential Information includes the fact of the discussions between the Parties that gave rise to this Agreement.

Information will not be considered Confidential Information if it: (i) is in or comes into the public domain without breach of this Agreement, whether before or after disclosure by Discloser; (ii) can be shown by documentation to have been independently developed by or on behalf of the Recipient without reference to any Confidential Information furnished under this Agreement; or (iii) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act. Any disclosure of Confidential Information hereunder in combination with information that is not Confidential Information shall not affect the status of the Confidential Information, nor shall it then be deemed to qualify under any of the exclusions described above by virtue of such combination.

2. Nondisclosure. Each Party will: (i) maintain Discloser’s Confidential Information in confidence, exercising a degree of care not less than the care used by Recipient to protect its own Confidential Information, which in no event shall be less than a reasonable standard of care; (ii) not use such Confidential Information other than in connection with the possible arrangements being discussed under this Agreement; (iii) not disclose this information to any person not expressly authorized by this Agreement and by the Recipient to receive the Confidential Information hereunder; (iv) advise any person to whom the information is disclosed of his obligation to keep such information confidential; and (v) not disclose such information to any person other than those allowed hereunder without the express, written consent of Discloser.

3. Authorized Recipients. Recipient is authorized to provide Discloser’s Confidential Information to its corporate directors and officers. Recipient is also authorized to provide such Confidential Information to particular employees and other representatives, including accounting, audit, financial and legal representatives (collectively, “Personnel”) who: (i) have a need to know Confidential Information in connection with the Parties’ potential business relationship, or (ii) where not employees of Recipient, have ethical duties of nondisclosure or have executed written nondisclosure agreements obligating them to protect the Confidential Information. Recipient shall ensure that its Personnel comply with this Agreement and their respective nondisclosure agreements.

4. Disclosure Compelled by Law. In the event that Recipient: (i) is threatened or served with an action or motion to force disclosure of Confidential Information, or (ii) is compelled to disclose Confidential Information by valid order of a court or other government entity with the authority to compel the disclosure of such information, Recipient will notify Discloser in writing, as promptly as reasonably practicable (and prior to making any disclosure if possible), in order to provide Discloser the opportunity to intervene and object to, or seek limitations, conditions or restrictions on the disclosure of such Confidential Information. If, nevertheless, the Confidential Information is ordered to be disclosed, Recipient shall furnish only that portion of the Confidential Information as to which the Recipient receives a reasonable opinion of its counsel that such portion of the Confidential Information is legally required to be disclosed.

5. Notice to Provider of Unauthorized Use. Recipient will notify Discloser immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Recipient. Recipient will cooperate with Discloser in every reasonable way to help Discloser regain possession of such Confidential Information and prevent its further unauthorized use.

6. Term of Agreement and Termination. In general, the term of an Agreement shall be 24_ months from the date set forth on the agreement. The Parties may agree in writing to extend the term of the Agreement. Notwithstanding anything herein to the contrary, either Party also may terminate this Agreement upon ninety (90) days’ written notice, but such termination shall not affect the obligation of a Party with respect to any Confidential Information that it has received.

7. Duration of Confidentiality Obligation; Survival on Termination. Notwithstanding anything herein to the contrary, the obligation of a Party not to disclose Confidential Information provided to it hereunder shall survive the termination of this Agreement for eighteen (18) months, so long as such Confidential Information has not become part of the public domain as the result of any lawful act of any third party.

8. Ownership and Return of Confidential Information. All Confidential Information remains the property of Discloser and/or its licensors. Recipient will return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) within fifteen (15) days following Discloser’s written request, and will retain no summaries, copies or excerpts, nor will it allow any such data to remain in the hands of any employee, representative or other person who received such Confidential Information from Recipient, and who has no legal right to maintain it. Upon Discloser’s written request, Recipient will provide written certification of its compliance with this paragraph executed by a corporate officer of Recipient.

9. No Implied Agreements. Neither this Agreement, nor the receipt or disclosure of Confidential Information under this Agreement, nor the Parties’ ongoing discussions and correspondence, shall constitute or imply a commitment or binding obligation between the Parties to enter into any business relationship or transaction. If the Parties elect to enter into a binding commitment, such commitment will be explicitly stated in a separate written agreement executed by both Parties. Neither this Agreement nor the disclosure of Confidential Information will constitute an express or implied grant to Recipient of any rights to or under Discloser’s patents, copyrights, trade secrets, trademarks or other intellectual property except for the purposes expressly set forth in this Agreement.

10. Independent Development(s). Discloser understands that Recipient may currently or in the future be developing information internally or receiving information from other Parties that may be similar to Discloser’s information. Accordingly, nothing herein will be construed as a representation or inference that Recipient will not develop products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information, provided that Recipient does not violate any of its obligations under this Agreement.

11. No Export. The Both parties shall adhere to U. S. Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from the other party or any direct product of such technical data to any country unless explicitly authorized by the other party or to any proscribed country listed in the U. S. Export Administration Regulations explicitly authorized by the U. S. Government and the disclosing party.

12. No Representation or Warranty. Each Party (i) acknowledges that neither makes any representation or warranty (express or implied) as to the accuracy or completeness of any Confidential Information, and (ii) agrees to assume full responsibility for all conclusions it may derive from the Confidential Information. Each Party hereby expressly disclaims any and all liability that may be based, in whole or in part, on any Confidential Information, or any errors or omissions therein.

13. Irreparable Harm; Remedies for Breach. Each Party agrees that any breach or threatened breach of any agreement and/or these standard terms and conditions may cause irreparable harm to the other Party for which monetary damages may be difficult to ascertain or an inadequate remedy, entitling the other Party to seek injunctive relief. In the event of breach, the Parties shall have all rights and remedies provided under governing law, including but not limited to the right to seek and obtain affirmative and/or negative injunctive relief, without the need to post any bond, and to seek and obtain compensatory damages caused by the breach or wrongful act of the other, subject only to the limitation that no Party shall be entitled to seek or collect punitive damages from the other. In the event either Party initiates a formal legal proceeding in which it asserts the breach of this Agreement by the other, then the prevailing Party in that proceeding shall be entitled to collect, in addition to costs of that action, its reasonable attorney’s fees incurred in connection with such legal proceeding.

14. Governing Law. Imagit Agreements and Terms & Conditions shall be governed by and construed in all respects in accordance with the laws of the State of Florida, regardless of principles of conflicts of laws.

15. Severability. If a provision of any Agreement or Term or Condition is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement will be deemed enforceable, to the fullest extent permissible, under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect.