You will find our complete set of Terms and Conditions below as well as links to End User Agreements established by our partner manufacturers
1. DEFINITIONS: “Customer” refers to the person or entity purchasing Products and/or Services from Assure MSP, Inc. (“Assure”). Customer and Assure may be referred to together as “Parties,” or singularly as “Party.” As applicable to the contents of Customer’s Order: the term “Products” includes products, goods, parts, components, equipment, materials, systems, software, hardware, and any other tangible personal property; the terms “Services” includes, site services, IT services, programming, start-up, training, support, and maintenance. The term “Order” refers to the purchase order, order, work order, requisition, Sales Order or any other like document between Customer and Assure for Customer to purchase Products and/or Services from Assure. The term “Confidential Information” means all know-how, specifications, pricing information, maintenance, data sheets, sales, service and technical bulletins, customer lists, sales and marketing programs, price lists, cost data, and all other publications and information, whether or not reduced to writing, relating to the formulation, manufacture, use, marketing and sale of the Products and/or Services, as well as any other information relating to the business of a Party which may be divulged to the other Party in connection with this Agreement
2. APPLICATION: Quotations, bids and proposals (“Proposal(s)”), as well as Sales Orders, provided by Assure, are expressly limited to and conditioned upon these Assure MSP, Inc. Terms and Conditions of Sale (“Terms and Conditions”). The existence of an Order with Assure constitutes Customer’s agreement that these Terms and Conditions shall govern the Order. Any additional or differing provisions in Customer’s Order are deemed to be material alterations and notice of objection to them and rejection of them is hereby deemed given. Further, acceptance or acknowledgment by Assure of an Order shall be (1) expressly limited to and conditioned upon these Terms and Conditions, (2) subject to credit approval at the sole discretion of Assure; and (3) subject to acceptance of the Order by Assure, and where applicable, Assure’s supplier. Payment for, or acceptance of, any delivery of Products or Services performance by Assure shall also constitute Customer’s acceptance of these Terms and Conditions.
3. COMPLETE AGREEMENT: Assure’s Proposal, the commercial terms of the Order, and these Terms and Conditions constitute the entire and exclusive agreement (“Agreement”) of the Parties with respect to the Products and Services provided by Assure and supersede all previous and contemporaneous written and oral agreements and warranties related to the subject matter hereof. Customer represents and warrants that, prior to its use of the Products, Customer has reviewed and it accepts Assure’s suppliers’ or manufacturers’ user agreements, links to which may be found at www.assuremsp.com/Agreements.
4. SCOPE: The scope of supply for any Order includes only the line items expressly listed on the Order and any references to specification sections shall not be interpreted to mean that the Order includes all items listed in such specification sections. In no event shall Assure’s scope of supply of Products or provision of Services, or any Agreement between Assure and Customer, be deemed to include any design, installation, supervisory, or other services for which an engineering or contractor’s license is required. OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION: MSDS for OSHA-defined hazardous substances are available upon Customer’s request. Assure makes no warranty with respect to the accuracy of the information or the suitability of the recommendations in the MSDS, all of which are provided by Assure’s suppliers, and, to the maximum extent permitted by applicable law, Assure disclaims any and all liability to Customer or any user or consumer with respect thereto.
5. TAXES: Customer shall pay the amounts of any sales, use, value added, excise, gross receipts, gross income, business and occupation or similar present or future taxes, duties or other assessments imposed by any governmental authority on the sale, purchase, delivery, transporting, use or storage of, or otherwise in connection with, Products and Services sold by Assure to Customer, as well as the amounts of any fine, penalty or interest thereon. Customer shall supply to Assure copies of evidence of payment of or exemption from any taxes, duties or other assessments which Customer is obligated to pay under this Agreement.
6. TERMS of PAYMENT: At the sole discretion of Assure, a deposit may be required from Customer at time of Customer’s execution of an Order or prior to Assure having an obligation to order Products from its suppliers or manufacturers. All payments other than deposits are due in net thirty days (Net 30) from invoice date, with interest accruing at a rate of 1.5% per month for any late payments. In no event shall Customer withhold retention from any payments. Payments made by credit card must be approved in advance and may be assessed a service or processing charge. In the event Customer falls behind on payment and fails to bring its account current within 10 days of Assure written notice to do so, then Assure shall have the right to suspend further shipments until all outstanding invoices are paid. In no event shall Assure be required to provide anything other than the applicable California statutory waivers and releases of mechanics’ lien rights, stop payments notice rights, or bond claim rights as a condition for receiving payment.
7. DELIVERY AND TRANSPORTATION: Unless otherwise expressly agreed in writing by Assure at time of Order acceptance, all Products shall be shipped, at the sole discretion of Assure, FOB shipping point, with Customer assuming risk of loss or damage of the Products at the shipping point. Customer shall be responsible for all costs for transportation and shipping, unless expressly agreed to otherwise in writing at the time of Order acceptance. Customer shall strictly comply with all requirements of the transportation company related to inspections and damage to Products, otherwise Customer’s right to any claim for damage during shipment is waived. The Customer hereby agrees to pay a storage charge as reasonably determined by Assure on all Products that are not accepted by Customer when said Products are available for shipment. Customer shall inspect the Products upon delivery and shall provide written notice to Assure of any defects or deficiencies of the Products and/or non-conformances with the Order within 7 days of delivery of the Products, or else Customer shall be deemed to have accepted the Products.
8. CHANGES, CANCELLATIONS and RETURNS: Pricing breakouts for Products and Services are for billing and accounting purposes only and shall not be used by Customer to determine pricing for changes to the Order. In the event Customer requests a change, the costs and shipping times shall be adjusted as provided in writing by Assure. Customer may not cancel the Order without written agreement by Assure, and Customer shall pay the amount assessed by any of Assure’s suppliers for such cancellation, plus a reasonable amount as determined by Assure as compensation for work provided in relation to the Order. Assure must approve all returns, which, if approved are subject to a restocking charge as determined by Assure, and Customer at its sole cost is responsible for shipping any returned Products to Assure or its suppliers, at Assure’s sole discretion. All risks of loss and damage for returns are borne by Customer.
9. DELAYS/FORCE MAJEURE: Shipment or delivery dates are the best estimates of Assure and/or its suppliers, but are not guaranteed. Assure shall not be liable for any delays or damages suffered or claimed by Customer, Customer’s customer, or the ultimate user of the Products or Services, due to delays in shipment delivery or for failure to perform resulting from or due to any cause whatsoever not reasonably within Assure’s direct control, including, without limitation, delays on the part of Assure’s suppliers; acts of nature; strikes, lockouts or other labor difficulties; shortage of labor, utilities, energy sources, transportation, or raw materials or parts, or failure, disruptions or delays within the usual means of supply; epidemics, pandemics, or responses thereto; quarantines; war, declared or undeclared; or insurrection or riots. Assure may, at its sole option, cancel any Order of Customer or delay performance hereunder for any period reasonably necessary due to any of the foregoing, during which time this Agreement shall remain in full force and effect. Assure and its suppliers shall have the further right to then allocate available Products and Services among its consumers in such manner as Assure or its supplier may consider equitable. Further, to the extent Assure incurs an increase in price due to any such events or due to the manufacturer increasing the cost of the Products prior to shipment of such Products, Assure shall be entitled to an equitable increase in the Order price. Should the shipment of any Products be delayed due to a cause or event which is directly within Assure’s control, and such delay causes actual damage to Customer, then in no event shall the aggregate amount of liability that Assure has under any Order for any and all such delays be greater than 10% of the value of the Product delayed, or $5,000.00, whichever is less, and this aggregate amount shall be the sole and exclusive liability that Assure shall have for delays.
10. WARRANTIES: The warranty, warranty period, warranty claim process, and scope of warranty service applicable to Products shall be that which is offered by the manufacturer or supplier for that particular Product. Assure will assign and pass through to Customer any warranty of such manufacturer, and Customer acknowledges that it shall have recourse only under such warranties and only as against each such manufacturer. ASSURE MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS IT SELLS AND SERVICES PROVIDED AND ASSURE DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO ANY SUCH PRODUCT OR SERVICE, INCLUDING AND WITHOUT LIMITATION, ALL REPRESENTATIONS MADE BY SELLER NOT EXPRESSLY CONTAINED IN THE ORDER, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE, ANY PERFORMANCE WARRANTIES OR GUARANTEES, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THAT THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE.
11. CONFIDENTIAL INFORMATION: Each Party will treat as confidential all Confidential Information of the other Party received by it from the other Party in connection with this Agreement. The receiving Party will not use such Confidential Information except to exercise its rights or perform its obligations under this Agreement and will not disclose such Confidential Information to any third party. The obligations hereunder will not apply to Confidential Information which is (i) in the public domain or subsequently enters the public domain through no act or omission of the receiving Party; or (ii) already known to the receiving Party at the time of disclosure without a duty of confidentiality, as established by competent proof. The receiving Party will not be restricted from disclosing Confidential Information to the extent that it is required to be disclosed by law, government agency, governmental regulation, or court order, so long as the receiving Party provides the disclosing Party with prior written notice of any such disclosure and a reasonable opportunity to seek confidential treatment or a protective order, if appropriate. The obligations in this Paragraph 11 will be applicable during the term of this Agreement and for a period of three years following the return or destruction of the Confidential Information and all copies thereof.
12. INDEMNITY: Customer shall indemnify, defend and hold Assure and its suppliers harmless from all claims, damages, expenses, liabilities and losses (“Claims”), including, without limitation attorney’s fees and costs incurred, including for personal injuries, bodily injury, property damages or other losses, whether or not a lawsuit or other action is filed, arising from, or related or pertaining to, the use or failure of any Products provided by Assure, any improper use or disposition of the Products, or any modification, installation, service, or repair of the Product not performed by Assure or its suppliers; provided, however, that Customer’s obligations under this Paragraph 12 shall not apply to the extent the Claim was caused by Assure’s or its supplier’s sole negligence or willful misconduct. Assure shall indemnify, defend and hold Customer harmless from all Claims to the extent caused by Assure’s sole negligence or willful misconduct.
13. LIMITATION ON LIABILITY: Assure and its suppliers will not be liable for, and Customer hereby waives as against Assure and its suppliers, all Claims arising from or related or pertaining to any loss or damage sustained by Customer by reason of intrusion, burglary, theft, hold-up, fire, equipment failure, smoke, carbon monoxide, IT systems security breaches, data leaks, or any other cause whatsoever and however caused, including if caused by any failure of the Products to perform as intended, regardless of whether or not such loss or damage was caused by, or contributed to, by Assure’s breach of contract, any extra contractual or legal duty, strict products liability, or negligent performance of or failure to perform any obligation under this Agreement, or any other legal duty, except for Assure’s gross negligence and willful misconduct. Further, to the best of Assure’s knowledge, the Products provided do not infringe upon the intellectual property rights of others and Customer hereby waives as against Assure and its suppliers, all Claims arising from or related or pertaining to any loss or damage sustained by Customer by reason of the Products infringement on the intellectual property rights of others, and there are no intellectual property rights transferred to Customer related to the Products and Services provided by Assure. In no event shall the total aggregate liability of Assure for any Claim arising out of or related or pertaining to an Order or the Products or Services provided by Assure exceed the value of the Product or Service upon which the Claim is based regardless of the legal or equitable theory upon which the Claim of liability is based.
14. INSURANCE: Customer must maintain a policy of General Liability and Property Insurance for liability, casualty, fire, theft, and property damage and, upon request, will ensure that Assure is named as additional insured, and which shall on a primary and non-contributing basis cover any loss or damage to Assure’s Products and Services. Customer assumes all potential risk and damage that may arise by reason of failure of the Products, and Customer will look to its own insurance carrier for any loss or assume the risk of loss. Assure will not be responsible for any portion of any loss or damage which is recovered or recoverable by Customer from insurance covering such loss or damage or for such loss or damage against which Customer is indemnified or insured. Customer and all those claiming rights under Customer’s policies waive all rights against Assure and its suppliers for loss or damages caused by perils intended to be detected by the Products or covered by insurance to be obtained by Customer, except such rights as Customer or others may have to the proceeds of such insurance.
15. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws rules. The Parties irrevocably submit to the jurisdiction of the state and federal courts located in San Mateo County, California, for any action or proceeding regarding this Agreement, and the Parties waive any right to object to such jurisdiction, except a suit filed in order to perfect a lien or stop payment notice claim, may be filed in the county in which the project is located. In the event a dispute arising out or related to this Agreement, the prevailing Party shall be entitled to its reasonable attorneys’ fees and all expenses and costs, including, but not limited to, expert witness fees, incurred, in addition to any other relief to which it is entitled.
16. MISC.: The failure of either Party to insist upon the performance of any of part of this Agreement or shall not be deemed to be a waiver in the future. If any term of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, then such term shall be, to the extent possible, reformed to a term that is legal, valid and enforceable and that expresses the intent and purpose the Parties had planned for such term; provided, however, that if such reformation is not possible, such term shall be excluded to the extent of such invalidity or unenforceability and all other terms hereof shall remain in full force and effect.
Verkada Inc.’s End User Agreement can be found here: Verkada EUA
Brivio’s Mobile Pass End User License Agreement can be found here: Brivo Mobile Pass EUA