By subscribing to and/or utilizing our services, you agree to accept, comply, and understand all of our ‘Terms of Service and Policies’ in full, if you do not accept or understand any part or this service agreement, please contact us immediately.
Manage 360 IT Services LLC (Manage 360) reserves the right to modify this Terms of Service at any time, with or without notice to the Customer.
Indemnification
Customer agrees that it will protect, indemnify, save and hold Manage 360 IT Services LLC harmless from any and all stipulations, liabilities, losses, expenses and claims, as well as reasonable attorney’s fees assessed against Manage 360 IT Services LLC, its agents, customers, officers, employees and administration that may arise or result from any service provided or performed or agreed to be performed or any product sold by it’s customers, agents, employees or assigns. Customer agrees to defend, indemnify and hold Manage 360 IT Services LLC harmless against liabilities arising out of; (1) any injury to person or property caused by any products sold or distributed in association with Manage 360 IT Services LLC’ Services; (2) any material furnished by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright violation and any defective products sold to a customer from Manage 360 IT Services LLC’ Services.
Governing Law, Jurisdiction, and Venue
The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the State of Wisconsin. The Wisconsin state courts of Milwaukee County, Wisconsin (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Wisconsin) shall have exclusive jurisdiction and venue over any dispute arising out of this agreement, and customers hereby consent to the jurisdiction of such courts.
Limitation of Liability
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH MANAGE 360 IT SERVICES LLC IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY MANAGE 360 IT SERVICES LLC OF THE RISK OF CUSTOMER’S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH CUSTOMER’S USE OF THE SOFTWARE AND DOCUMENTATION. ACCORDINGLY, CUSTOMER AGREES THAT MANAGE 360 IT SERVICES LLC SHALL NOT BE RESPONSIBLE TO CUSTOMER FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE SERVICE OR DOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of Manage 360 IT Services LLC to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any service delivered to Customer hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Manage 360 IT Services LLC by Customer for thirty (30) days of service whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of Manage 360 IT Services LLC arising out of this agreement. The parties acknowledge that the limitations set forth in this agreement are integral to the amount of consideration levied in connection with the license of the services and documentation and any services rendered hereunder and that, were Manage 360 IT Services LLC to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
Disputes
All payments of service to Manage 360 IT Services LLC are non-refundable without proper reason (our sole discretion), regardless of usage or reason. Any incorrect, overcharges or billing disputes must be reported within 30 days of the time the charge occurred.
Disclaimer
Manage 360 IT Services LLC will not be responsible for any damages your business may suffer. Manage 360 IT Services LLC makes no warranties of any kind, expressed or implied for services we provide. Manage 360 IT Services LLC disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Manage 360 IT Services LLC and its representatives, contractors or employees. Manage 360 IT Services LLC reserves the right to amend or update these policies without notice. Failure to follow any terms and conditions may result in service termination and account deactivation.
Manage 360 IT Services LLC furthermore expects that its customers who provide Internet services to others will fully comply with all applicable laws concerning the privacy of online communications. A customer’s failure to comply with those laws will violate this policy. Finally, Manage 360 IT Services LLC wishes to emphasize that in accepting services, customers indemnify Manage 360 IT Services LLC for the violation of any law or Manage 360 IT Services LLC policy, which results in loss to Manage 360 IT Services LLC or the bringing of any claim against Manage 360 IT Services LLC. This means that if Manage 360 IT Services LLC is sued because of activities of the customer that violate any law, or this policy, the customer will pay any damages awarded against Manage 360 IT Services LLC, plus costs and reasonable attorneys’ fees.
Refusal of Service
Manage 360 IT Services LLC reserves the right at its sole discretion to refuse or cancel service. Violation of any of Manage 360 IT Services LLC’ Rules and Regulations could result in a warning, suspension, or possible account termination. Accounts may be terminated for any or no reason at all without any prior notice to the customer. Accounts terminated due to policy violations will not be refunded.
Customer Abuse
We have zero tolerance for abusive language and/or abusive behavior towards our company and/or service Manage 360 IT Services LLC provide and/or our employees. Any customer deemed at our sole discretion to be abusive to our company and/or service we provide and/or our employees will result in immediate irrevocable account termination without any refund. Threats to sue, slander, libel, etc., are all considered forms of abuse and will result in immediate irrevocable account termination without any refund.
Usage-Based Billed Services
Usage-based billed services, as identified in the service description on quote, order and/or invoice documents, will be billed based on amount of consumption by customer and in monthly intervals. The usage amount for the billing period will be determined on the billing date for that period. Each unit of a usage-based billed service consumed by customer will be rounded up to the next whole unit. A base rate and overage rate for the services may be established by Manage 360 and communicated to Customer in an applicable quote, order and/or invoice document. Customer will be responsible for the tracking and controlling of its usage of the usage-based billed services from within the customer portal, and Manage 360 will have no responsibility to notify customer pertaining to any usage.
One Time Services
One time support and project services will be provided on an hourly basis and billed in 30-minute intervals at Manage 360 IT Services then current rates. No support will be given to these services, including troubleshooting any problems that occur caused by the services, unless Manage 360 IT Services LLC so chooses. Manage 360 IT Services LLC reserves the right to refuse additional support. Once the applicable project or ticket is deemed “closed” and payment has been made, Manage 360 IT Services LLC has the right to refuse any future service and/or support relating to the project or ticket.
Non-Payment
All payments are due in full on the monthly invoice due date. Failure to remit payment for services on the monthly invoice due date is a violation of the Terms of Service. A late fee of (15%) fifteen percent (fifty dollars ($50) minimum) will be incurred for failure to remit payment for services on or before the monthly invoice due date. Failure to remit payment for five (5) consecutive days, including the due date, may result in a termination of services.
Term and Termination
This Agreement shall remain in effect for so long as any Accepted Quote is in effect. The term of a Quote begins on the Implementation Date described in the Quote and shall continue during the Initial Term set forth on the Quote (the “Initial Term”), unless earlier terminated as provided herein. The term of the Quote shall automatically renew for successive terms of equivalent length to the Initial Term (each a “Renewal Term”), unless notice of non-renewal is provided to Manage 360 no fewer than ninety (60) calendar days prior to the expiration of the then-current Term. For any Renewal Term, Manage 360 may increase the fees by providing notice to Customer at least thirty (30) calendar days prior to the commencement of such Renewal Term. Any such increase shall not exceed five percent (5%) of the fees charged during the preceding Term. Immediately upon expiration of the Term or promptly upon earlier termination of this Agreement for any reason, Customer shall return all of the Manage 360 Equipment utilized to provide services to Customer.
Customer acknowledges that Manage 360’s damages from any termination of a Quote prior to the end of the Term is difficult to ascertain. For that reason, notwithstanding any termination of any Quote, Manage 360 and Customer acknowledge and agree that upon any early termination of a Quote (including termination by the Manage 360 associated with a Customer Default), Customer shall pay one hundred percent (100%) of the remaining monthly recurring charges and any charges due and payable under any applicable Quotes that would otherwise have been payable for the remainder of the then-current Term.
Response Time and Resolution Time
While Manage 360 IT Services LLC makes its best efforts to complete any submitted tickets as soon as possible, Manage 360 IT Services LLC is not able to guarantee the resolution time of any ticket. However, response times are guaranteed to be within 4 hours of the time a ticket was submitted. Tickets submissions are only via email to support@manage360it.com or via the Client Portal and do not include any other type of request. Customer also understands that a ticket is required for any action to occur.
Waiver
Customer agrees that the waiver of any breach, or the failure to enforce these terms and conditions, at any time, shall not in any way affect, limit, or waive the right of Manage 360 IT Services LLC to thereafter to enforce and compel strict compliance by the other party regarding any of these terms and conditions.
Severance
If any one or more sections of these terms and conditions should ever be determined to be illegal, invalid, or otherwise unenforceable by reason of any law, statute, regulation, or public policy, then, to the extent and within the jurisdiction in which the section is illegal, invalid, or otherwise unenforceable, the section shall be limited or severed and deleted from these terms and conditions, and the remaining sections of these terms and conditions shall survive, remain in full force and effect and continue to be binding, and shall not be affected except as may be necessary to make sense of these terms and conditions, and shall be interpreted to give effect to these terms and conditions to retain validity of these terms and conditions.
Confidentiality Statement
Manage 360 IT Services LLC ensures that all personal information submitted to us in processing your order and for billing purposes, etc., including but not limited credit card information, will be kept strictly confidential and used solely by Manage 360 IT Services LLC, its representatives, contractors, and employees, for the purposes for which it was intended, for the benefit of the subscriber. We agree not to share or release such information for advertising or marketing purposes to any unaffiliated third party, without the consent of the subscriber, except as required by law, regulation or governmental authority. All information provided to us by the subscriber is properly stored and handled at all times by authorized Manage 360 IT Services LLC staff members, representatives, contractors and employees only.