BUSINESS ENHANCEMENT TECHNOLOGY ASSESSMENT (BETA)
TERMS AND CONDITIONS
Last updated: 08/13/2019
These Business Enhancement Technology Assessment (BETA) Terms and Conditions (“Terms”) are made by and between SPECTRUM TECHNOLOGY SOLUTIONS, LLC, an Arizona limited liability company, with corporate headquarters located at 7500 E. Pinnacle Peak Rd., Bldg G-120, Scottsdale, AZ 85255 (“STS”, “we”, “our”, or “us”) and the potential client (the “Potential Client”, “you”, “your”, or “its”) identified in the BETA online order form submitted by Potential Client to STS (the “BETA Online Order Form” or, for customized BETA quotes, the “BETA Quote”) and are effective as of the date of submittal. By submitting the BETA Online Order Form or BETA Quote to STS, Potential Client acknowledges their consent to the following terms and conditions and agrees to be bound by same:
A. BETA AUDIT SERVICES; DESCRIPTION. STS will perform a comprehensive Business Enhancement Technology Analysis (BETA) audit assessment of Potential Client as follows:
- STS will have a discussion with Potential Client’s management team to learn about Potential Client’s current IT challenges and business objectives.
- Depending on your network configuration, STS will install its Diagnostic Monitoring Agent (DMA) software on the minimum number of servers and personal computers necessary to remotely gather diagnostic and inventory information for the purpose of conducting the BETA audit. For example, if you are operating on a domain network configuration, installation of the DMA may only be necessary on your domain controller server. On the other hand, if you have a workgroup network configuration, DMA installation on multiple servers or personal computers may be necessary. The DMA software will be removed following completion of the BETA audit.
- Potential Client grants STS permission to take photographs of Potential Client’s IT infrastructure, workstations, devices, peripherals, and any other equipment as may be necessary to document Potential Client’s existing conditions and for STS to conduct its BETA audit.
- Potential Client acknowledges and agrees that STS will not take any remedial action with respect to Potential Client’s IT infrastructure or systems as a result of the BETA audit conducted. Rather, any issues that may be discovered by STS will be communicated to Potential Client during the course of the BETA audit or in the ensuing presentation of the results of the BETA audit to Potential Client.
- Potential Client acknowledges that, during the BETA audit assessment process, STS will not remotely access any of Potential Client’s computer systems or data unless specifically requested to do so by Potential Client.
B. COST. STS’ total fee to perform the BETA audit assessment for Potential Client is set forth on the BETA Online Order Form or the BETA Quote, which is to be paid by you to STS in advance of any audit assessment work.
C. ADDITIONAL TERMS AND CONDITIONS.
- Potential Client Location Covered. Potential Client acknowledges that this BETA audit assessment is for Potential Client’s primary business location indicated in the submitted BETA Online Order Form or BETA Quote. Unless otherwise specified on the BETA Online Order form or BETA Quote, if Potential Client has multiple business locations to be assessed, a separate BETA audit assessment will be required and must be purchased for each location.
- Confidentiality. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information, whether or not labeled as such. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.
- No Assignment. These Terms may not be assigned nor the BETA audit assessment transferred to any third-party by Potential Client without the prior written consent of STS.
a)By Client. Potential Client may cancel its BETA Online Order with STS by written notice to STS up to twenty four (24) hours prior to the scheduled start of the BETA audit assessment, after which STS will refund Potential Client for any BETA audit assessment fees paid. Otherwise, the BETA audit assessment fee is non-refundable to Potential Client.
b)By STS. STS may cancel the BETA audit assessment at any time for any of the following reasons: Potential Client fails (a) to pay the fee for the BETA audit in accordance with the submitted BETA Online Order Form or BETA Quote; (b) to abide by these Terms; or (c) to cooperate, threatens in any manner or otherwise creates a hazardous working environment for any STS staff or on-site technicians. If STS cancels the BETA audit assessment for any of the reasons above, STS will provide Potential Client notice of cancellation at the notice address provided by Potential Client or the primary e-mail contact address provided by Potential Client in the submitted BETA Online Order Form or BETA Quote, and Potential Client shall not be entitled to a refund of fees paid to STS.
- Warranty. STS WARRANTS THAT THE BETA AUDIT ASSESSMENT WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, STS MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE BETA AUDIT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY RELATING TO THIRD PARTY PRODUCTS OR THIRD PARTY SERVICES; ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING THE BETA AUDIT; ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE BETA AUDIT OR THE RESULTS OF ANY RECOMMENDATION STS MAY MAKE; AND, ANY IMPLIED WARRANTIES CONCERNING THE PERFORMANCE, MERCHANTABILITY, SUITABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE DELIVERABLES OR OF ANY SYSTEM THAT MAY RESULT FROM THE IMPLEMENTATION OF ANY RECOMMENDATION STS MAY PROVIDE.
- Limitation of Liability. NEITHER POTENTIAL CLIENT, STS NOR STS’ SUBCONTRACTORS WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE BETA AUDIT PROVIDED BY STS EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STS SHALL NOT HAVE LIABILITY FOR (a) LOSS OF INCOME, PROFIT, OR SAVINGS, WHETHER DIRECT OR INDIRECT, (b) LOST OR CORRUPTED DATA OR SOFTWARE, OR (c) PRODUCTS NOT BEING AVAILABLE FOR USE. EXCEPT FOR CLAIMS THAT THE BETA AUDIT ASSESSMENT (EXCLUDING THIRD PARTY PRODUCTS) CAUSED BODILY INJURY (INCLUDING DEATH) DUE TO STS’ NEGLIGENCE OR WILFUL MISCONDUCT, STS’ TOTAL LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, ANY BETA AUDIT ASSESSMENT PURCHASED PURSUANT TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY POTENTIAL CLIENT FOR THE SPECIFIC BETA AUDIT SERVICE(S) GIVING RISE TO SUCH CLAIM DURING THE PRIOR TWELVE (12) MONTH PERIOD.
- Governing Law; Venue.These Terms and the BETA audit assessment services shall be governed by and construed and enforced in accordance with the laws of the State of Arizona without regard to conflict of law rules or principles (whether of the State of Arizona or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Arizona and the United States, respectively, sitting in Maricopa County, Arizona.
- Entire Agreement; Construction. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the BETA audit assessment. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with STS for the BETA audit or for any other STS product, feature, service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with STS, including without limitation the online BETA Online Order Form or BETA Quote, the provision or language of these Terms shall be deemed to supersede and control over any conflicting provision of that other agreement.
- Relationship. STS and Potential Client agree that both parties are independent contractors under this Agreement. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one party for the act or failure to act of the other party. Neither party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other party, or to bind the other party in any respect whatsoever.
- Authority. Potential Client represents and warrants to STS that the individual who submitted and is identified on the BETA Online Order Form or BETA Quote is a duly authorized representative of Potential Client with full power and authority to complete, execute, and submit same, as well as bind Potential Client to each of these Terms.