General Policies & Terms and Conditions


Privacy Policy

nfrastructure Technologies, LLC is committed to customer privacy. We regularly review our privacy policies to ensure we remain current with legal and ethical practices, as well as ensuring the goodwill of our customers. Any subsequent updates or changes to our Privacy Policy will be disclosed here.

Personal Information that Nfrastructure may collect

Nfrastructure collects personal customer information such as name, address, billing information, shipping addresses, phone number, email address, and credit card and other financial information when provided to us via secure registration and order forms.

Zones may also collect personal information such as name and email address resulting from email subscriptions, surveys, requested quotes, or other registration activities when provided to us.

How we use that information

Nfrastructure may use personal information to complete and satisfy orders placed and/or contact customers about their orders or registration when necessary.

Nfrastructure may also use this provided personal information to deliver promotional offers through email and postal mail and may occasionally share customer names and postal addresses-not email addresses-with reputable third parties that offer products and services related to a customer's interests; this activity can be cancelled at any time via the opt-out instructions near the bottom of this page.

Nfrastructure uses opt-in email registration to deliver promotional offers through email. We use provided profile information to tailor offers of potential interest to customers. This profile data is held on a secure server and is not distributed to third parties for marketing purposes.

If a customer volunteers to participate in a Nfrastructure survey, the information provided will be held on a secure server. Use of this information is analyzed at an aggregate level and used to help Nfrastructure improve its business practices in order to serve customers better.

In extreme cases, where and when required by law, Nfrastructure may be forced to release customer information to legal authorities in the event of credit card fraud, illegal internet use, or unauthorized use or acts committed in connection with this site.

Cookies and Web Logs

Nfrastructure uses cookies, IP address and web log data to collect aggregate data about web site visitors to help us understand how to best serve customers. We may also use these methods in conjunction with a customer's shopping cart and/or registration to make appropriate product, service and solution recommendations.

Third Party Tracking Software

Nfrastructure may use third party tracking software to gather information about where users are coming from and how they are using our site. This data is collected and used in an aggregated form to evaluate Nfrastructure web site performance and marketing programs.

In some cases, Nfrastructure may provide contract service providers with a customer's personal and transactional information in order to administer services to that specific customer. Our contracts with these companies require them to maintain the confidentiality and security of all personal and transactional information and to use it only for the purpose of delivering the products or services for which they were contracted.

Nfrastructure web sites may contain links to other sites. While Nfrastructure proactively seeks to promote sound privacy policies with all its partners, we are not responsible for the privacy practices of those partners or the content of their Web sites. Nfrastructure suggests that customers review our partners' privacy policies before providing any personal information to them.

Affiliates and Rebate Programs

Nfrastructure's affiliate program uses tracking links from affiliate sites to Nfrastructure sites. We use a third-party company to track and identify any purchases made through these links back to the originating site. This tracking is limited to non-identifying information and Nfrastructure does not share personal information with the affiliate partner unless our customers grant us permission to do so.

Security and Protection

Nfrastructure utilizes commercially reasonable efforts to store and protect personal information against loss, illegal access, misuse, and destruction. We employ SSL-protected Web pages and 128-bit encryption technology on all pages that require personal information. This means that customer information transmitted online receives the highest degree of security currently available. Additionally, we store all customer information on a secure server and limit access to this information to authorized personnel.

Nfrastructure is a Verisign certified web site. Security of Nfrastructure web sites may be checked by accessing our Verisign certificate through the Verisign image on Nfrastructure web sites' home pages. We suggest that customers use the latest version of today's most popular browsers, Microsoft Internet Explorer and Netscape Communicator, to ensure the highest level of Internet protection.

Opt-Out

Nfrastructure may use customer information to contact, mail, or email customers about new products and services, special promotions, exclusive offers, or upcoming events. We offer the option to opt-out of these communications at any time. Nfrastructure may also share a customer's name and postal address-but not an email address-to reputable companies offering products or services that we feel may be of interest to that customer. Customers that do not want us to share this information with these companies should let us know using the contact information provided below.

To be removed from a Nfrastructure marketing mailing and emailing list, customers may contact our customer service department with their first name, last name, address or email address, and zip code (for confirmation purposes only) and the customer's name will be removed promptly.

Customer Service Information

Phone: 518-664-3899

Children

Nfrastructure web sites are not intended or designed for use by children under the age of 13. To comply with the Children's Online Privacy Protection Act, children under 13 should not provide us with any personal information online. We strongly urge parents to supervise their children's online activity.

Changes to Privacy Policy

Nfrastructure reserves the right to amend and update its privacy policy at any time. Any updates or amendments will be posted on this page for review.

Access to Customer Information

Customers have online access to their personal information with Nfrastructure at any time. Additional access to personal information is available during Nfrastructure business hours. Customers may contact Nfrastructure via the information below to review, update, or inquire about their personal information.

How to Contact Us

nfrastructure Technologies, LLC
5 Enterprise Avenue
Clifton Park, NY 12065
Phone: 518-664-3899


Return Policy

Except as otherwise agreed by nfrastructure Technologies, LLC, or its affiliate, whichever is the seller (“Seller” “we” or “us”) of hardware or software products (each, a “Product”) to a customer purchasing such Products (“Customer” or “you”), the following terms and conditions shall apply to any returns of such Products, in addition to any other terms and conditions of sale agreed by the parties.

  • We will accept requests for Product returns that are made within fourteen (14) days after the date on the applicable invoice (“Standard Return Period”); provided that because we are unable to return certain Products to the applicable manufacturer (“OEM”), such Products are not eligible for return without advance approval by the OEM, whose consent you would need to obtain by contacting the OEM directly.
  • Before returning any Product, you must obtain from us a Return Material Authorization number (“RMA Number”) during the Standard Return Period by supplying to us the applicable invoice number, Product serial number, reason for return, and information about whether the Product packaging has been opened.
  • We will issue an RMA Number for any returnable Product. No returns will be accepted without an RMA Number.
  • To be eligible for return, any returnable Product must be received by Seller’s Returns Processing Center within a ten (10) day period after issuance of the applicable RMA Number. Products received after such period will be refused.
  • Products shipped to us without an RMA Number may be returned to Customer at Customer’s expense with no issuance of credit or refund.

All Returns

  • All RMA Numbers must appear on the shipping label(s) provided by us.
  • Customer must not mark or otherwise deface the outside of any returned Product packaging.
  • To be eligible for return, returnable Products must be returned with original packaging, including all warranty cards, manuals, cables, accessories, components, etc (“Components”). Customer agrees to forfeit (from any credit or refund) or pay to Seller, as applicable, a fifty percent (50%) restocking fee for returns that do not include all of the original Components.
  • Any Product shipped to us without its Components may be returned to you at your expense with no issuance of credit or refund.
  • Please note: You are urged to use a trackable shipping method (e.g., FedEx or UPS) when shipping to us any returned Products.

Defective/DOA

  • Most Products are subject to a warranty provided directly to Customer from the applicable OEM. In order to process any defective Product covered by a warranty, the OEM may require that Customer contact the OEM directly for repair or replacement of the Product and may also require that Customer seek a case number in order to process a warranty claim or return.
  • Product replacements generally will not be shipped until the original Product has been returned in accordance with this Return Policy and then inspected and accepted by Seller. Once the Product has been confirmed defective, Seller will either ship the applicable replacement Product or issue a credit, as requested.
  • Shipping and handling charges are not refundable.

Unopened product

  • If the OEM's factory seal is intact, Customer may return an unopened Product for exchange or credit during the Standard Return Period.
  • Returns requested after the Standard Return Period will be subject to a minimum fifteen percent (15%) restocking fee; provided that a minimum thirty percent (30%) restocking fee will be charged if the Product has been opened.

Damaged in transit

  • All Products are inspected prior to shipment.
  • When a damaged Product is accepted, the damage must be noted on the carrier delivery record prior to the driver leaving the premises.
  • Please retain all original packaging and Products and contact Seller’s customer support or Seller’s dedicated Sales Advisor immediately to report the damage so that a damage claim can be initiated.
  • Please have the following information ready when contacting Seller: Tracking number, was shipment signed for as being damaged, serial numbers for serialized Products, type of damage(outer shipping box, OEM box, or Product itself), and pictures of damage.
  • Note: If the order was shipped using the client's freight account, Seller will not be responsible for loss or damage. The client will need to file a lost/damage claim with their carrier.

Following these guidelines will help to avoid unnecessary delays in returns or replacement of damaged Products. If Customer does not follow these guidelines, it will be considered that the Product has been accepted.

Software

Only unopened packaged software is returnable during the Standard Return Period. All other software is non-returnable.

Customer is responsible for all warehouse service related charges, shipping charges (originating and returning), and insurance on all return shipments unless it's due to a Seller/supplier error.

Any deviation from the return policy outlined above will result in a delay of Member’s refund, additional restocking fees, or refusal of Member’s return.


Service Provider Conduct Policy

This Service Provider Conduct Policy (“Conduct Policy”) is agreed between nfrastructure Technologies, LLC, or its affiliate, whichever is the buyer of Services (“Buyer”), and the entity from which Buyer is purchasing (“Provider”) one (1) or more professional services (“Services”) to be performed for the benefit of Buyer or a Buyer customer (“Customer”) under both an “Agreement” (meaning either a written agreement between Buyer and Provider or the written governing terms and conditions) and any associated “Transaction Document” (meaning a Purchase Order or Statement of Work), which together exclusively govern such Services effective on the earlier of the date when such Transaction Document is “Executed” (meaning, with respect to a Purchase Order, the date on which such Purchase Order is accepted by Provider, and with respect to a Statement of Work, the date that is identified as the effective date of such Statement of Work, or in the absence of such identified effective date, when the Statement of Work is countersigned) and the date when Provider initiates performance under a Transaction Document (“Policy Effective Date”). This Conduct Policy is incorporated by this reference into the Agreement and any Transaction Document Executed after the date when this Conduct Policy is posted on this website. From time to time, Buyer may amend this Conduct Policy in its sole discretion, posting the amended Conduct Policy on this website without prior notice, and any such amendments of the Conduct Policy shall be incorporated into the Agreement and shall be binding on the parties to the Agreement; provided that the version of this Conduct Policy that appears on this website at the time a Transaction Document is Executed shall be binding with respect to the Services performed under such Transaction Document.

In the event of a conflict between this Conduct Policy and the Agreement, this Conduct Policy shall prevail. In the event of a conflict between the Transaction Document and this Conduct Policy, this Conduct Policy shall prevail; provided that conflicting terms and conditions in a Statement of Work that expressly state that they supersede certain specified provisions of this Conduct Policy shall prevail with respect to the Services under only that certain Statement of Work.

As used herein, “Party” means Buyer or Provider individually, and “Parties” means Buyer and Provider collectively. “Affiliate” means an entity that owns, is owned by, or is under common ownership with, a Party. “Purchase Order” or “PO” means a written order for Services submitted by Buyer to Provider either in hard copy or electronic form in accordance with the terms of the Agreement. “Statement of Work” or “SOW” means a written and executed contract that is between Buyer or Buyer’s Affiliate and Provider, and that specifies the terms and conditions under which Provider will provide Services and work product to Buyer for the benefit of a Customer.

Provider shall ensure that Provider’s Personnel have read and understood the contents of, and shall warrant Provider’s Personnel’s continuous compliance with, this Conduct Policy.

Policies and Procedures.

Background Checks. The following background checks are required for all Provider “Personnel” (meaning a Party’s and its agents’ and subcontractors’ owners, directors, officers, and employees) who need a badge or electronic access to a “Project Site” (meaning the location where Services are to be performed or to which travel is necessary in order to perform Services) that is owned, controlled, or designated for the performance of Services by Buyer or any Customer, and such Personnel shall successfully pass the following checks:

  • Misdemeanor and felony conviction check based on seven (7) years of residence history, maiden name, aliases, other names, and official identification;
  • International criminal history check (to the extent permissible, available, and applicable); and
  • Verification of authorization to work in the United States or the country in which the applicable Project Site is located (to the extent permissible, available, and applicable).

Personnel Identification. Provider shall provide Buyer with the names of all Personnel who will be performing Services at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer. All such Personnel shall sign in, as required, at the applicable reception desk or as otherwise directed by Buyer or Customer.

Personnel Access. Provider's Personnel shall present the following when requesting a badge to access a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer:

  • Employee identification badge with a picture, or government-issued picture identification card (e.g., driver's license); and
  • Document that names the individual, that is issued by Provider or Provider’s certified agent, and that confirms that the individual has passed the background check successfully.

Unrelated Materials and Information. While performing Services, all Personnel must confine their activities to the area(s) where the Services are to be performed, except as otherwise directed and personally guided by Buyer or the applicable Customer. In no case shall Personnel tamper with or handle any equipment, materials, or physical documents, or tamper with or read any electronic documents or data that do not pertain to, and are not required for the performance of, the Services.

Unacceptable Possessions at Project Site. Provider’s Personnel shall not bring weapons, cameras, or any other materials specifically excluded under the terms of the applicable Statement of Work onto a Project Site or any property that is owned, controlled, or designated for the performance of Services by Buyer or any Customer (including any such property that is a parking lot) whether carried on a person or in a vehicle; provided that the foregoing shall not apply to the use of cameras set forth in the applicable Statement of Work or to the extent expressly permitted by an authorized representative of Buyer.

Personnel Instruction. Provider shall properly instruct all of Provider’s Personnel in the execution of their job duties.

Traffic Regulations. Provider’s Personnel shall observe posted traffic regulations while at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer.

Provider and Personnel Property. Neither Buyer nor any Customer shall be responsible for damage to Provider’s or Provider’s Personnel’s vehicles or other property, regardless of the cause.

Professionalism. While Provider’s Personnel are at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer, such Personnel shall maintain a professional demeanor and decorum and strict work discipline by, at a minimum, adhering to the following rules of personal conduct:

  • Provider’s Personnel shall not be under the influence of, nor have in her/his possession, any intoxicants, narcotics or any other mind-altering or illegal substance(s).
  • Provider’s Personnel shall not engage in any conduct that is generally recognized as unprofessional, dangerous, or provocative, including without limitation horseplay, wrestling, fighting, gambling, threatening, protesting or other verbally or physically disturbing activity.
  • Provider’s Personnel shall not smoke any substance inside any building or physical structure and instead, if electing to smoke, may do so only in specific, designated smoking areas approved by the applicable Project Site manager in compliance with local, state, and federal laws and ordinances.
  • Provider’s Personnel shall not engage in sexual harassment or any other type of harassment of any kind, whether by verbal, physical, visual or other means, including without limitation harassment on the basis of sex, race, color, religion, gender, age, mental or physical disability, medical condition, national origin, marital status, veteran status, sexual orientation, gender identification, or any other characteristic protected under any local, state, or federal law or ordinance.
  • Provider’s Personnel shall not illegally or improperly dispose of their personnel debris, trash or other waste items, including without limitation lunch scraps, drinking cups, and cigarette butts.

Safety Regulations. Provider’s Personnel shall observe all applicable safety-related laws and regulations, all standard safety rules and accident preventative measures, and any and all safety guidance or requirements that are provided by Buyer or the applicable Customer or that are posted at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer. Provider shall, at a minimum, abide by the following requirements with respect to Services performed and Provider’s Personnel performing at such a Project Site:

  • Provider shall provide to Buyer proof of liability and workers' compensation insurance.
  • Provider shall establish, maintain, and enforce its own appropriate safety, health, and work procedures sufficient to encompass the Services being performed (“Provider Procedures”). In the event of a conflict, this Conduct Policy or Buyer’s or the applicable Customer’s reasonable requirements or procedures related to safety shall prevail over the Provider Procedures.
  • Provider and its Personnel shall use applicable guards on, and follow instructions related to, machinery and equipment and eliminate or immediately report to either Buyer or Customer, as applicable, any other hazards in accordance with the applicable local, state, and federal workplace safety laws and regulations.
  • Provider and Provider’s Personnel shall ensure that, when not in use, their tools, materials, and equipment are stored neatly, securely, and safely in a manner that shall not obstruct aisles, stairs, halls, roads, entrances, or exits. Provider and Provider’s Personnel also shall ensure that at no time, even during use, will their tools, materials, or equipment obstruct the passageways to fire extinguishers, safety equipment, or emergency exits.
  • Provider shall provide and require that its Personnel appropriately utilize all barriers, signs, lights, and security Personnel necessary to ensure the safe and secure performance of the Services. To the extent required by law or necessary to protect the health and safety of Buyer’s, Customer’s, or Provider’s Personnel, Provider shall ensure that the area where Services are performed is appropriately isolated and posted with clear and conspicuous notices that warn of any hazards that may be associated with such area and/or the Services.
  • Provider shall provide and require that its Personnel appropriately utilize approved safety equipment and eye protection necessary to ensure the safe and secure performance of the Services.
  • In the event that Provider’s Personnel witness or learn of any accident or other occurrence resulting in or associated with any personal injury, death, illness, or property damage at a Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer, Provider shall immediately notify Buyer, as applicable, the appropriate Customer authority, and, particularly in the event of an emergency need, applicable safety and emergency personnel. Upon Buyer’s request, Provider shall provide Buyer with documentation fully describing such personal injury, death, illness, or property damage, the actions leading thereto, and the actions implemented or planned to prevent similar occurrences.

Release to Environment. In performing Services under the Agreement, Provider and Provider’s Personnel shall not discharge, release, or emit, or cause to be discharged, released, or emitted, any hazardous or non-hazardous substance into the environment. In the event that any such discharge, release, or emission occurs, Provider shall inform Buyer immediately, shall promptly undertake all reasonable efforts to contain and cease such activity, and shall restore all property to its original condition.

Hazardous Materials. Provider and Provider’s Personnel shall not use or store flammable, explosive, or otherwise hazardous materials or equipment or use hazardous or unusual methods, except as necessary for the proper performance of the Services. Whenever Provider or Provider’s Personnel use or store flammable, explosive, or otherwise hazardous materials or equipment or use hazardous or unusual methods that are necessary for the proper performance of the Services, they shall exercise utmost care and shall conduct such activities under supervision of properly trained personnel and in accordance with standards in the industry, all applicable laws, and all of Buyer’s and the applicable Customer’s policies, programs, procedures, and guidelines related to hazardous materials. Provider shall not take any remedial action with regard to hazardous materials used in the performance of the Services or enter into any settlement agreement, consent decree, or other compromise relating thereto without first notifying Buyer in writing of Provider's intention to do so and affording Buyer ample opportunity to protect its interests. Provider shall immediately notify Buyer in writing upon Provider becoming aware of any of the following actions that relate to hazardous materials and that are threatened, instituted, or completed with respect to the Services or Provider’s relationship to Buyer or any Customer: (a) any government or regulatory action; (b) any legal or other claim for damages, compensation, or other redress against Provider or Buyer; or (c) reports, complaints, notices, or warnings that assert violations and that are submitted to Customer or any governmental agency or other official regulatory body.

Waste Handling. Provider and Provider’s Personnel shall manage, handle, and dispose properly of all waste generated in their performance of the Services and in accordance with all applicable governmental and regulatory requirements, including those applicable to hazardous waste, and with all of Buyer’s and the applicable Customer’s policies, programs, procedures, and guidelines related to the management, handling, and disposal of waste. Provider promptly shall deliver to Buyer copies of manifests or applicable shipping documents reflecting the legal and proper disposal of any hazardous waste or materials that Provider has removed or caused to be removed from any of Buyer’s or any Customer’s premises. Except as otherwise approved in writing by an authorized representative of Buyer, Provider shall not list Buyer or any Customer as a waste generator and shall not dispose of any waste in, on, under, or about, including within any container, any Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer or any other Buyer or Customer property.

Governmental Permits and Notifications. Provider shall investigate the need for, and shall procure in its own name and, as necessary, in the name of Provider’s Personnel, to the extent allowed by law, all governmental permits, notifications, approvals and inspections required for the performance of the Services (each, a “Government Permission”). Provider shall notify Buyer promptly in writing if any Government Permission lapses, is modified, or is revoked. If any applicable law requires the procurement of any Government Permission(s) in Buyer’s or the applicable Customer’s name, Provider shall promptly inform Buyer of such requirement and shall assist Buyer in securing any such Government Permission(s).

Compliance. Provider and Provider’s Personnel shall ensure that they understand and that their performance of Services and tools, materials, and equipment comply with all of Buyer’s and the applicable Customer’s policies, programs, procedures, and guidelines and all applicable local, state, and federal laws and regulations associated with environmental protection, safety, and health. Without limiting the foregoing, if any Services are performed in the United States, Provider expressly acknowledges that Provider is aware of all applicable local, state, and federal labor codes and other statutes, laws, and regulations governing the Services and the labor expended pursuant thereto. Provider expressly represents and warrants that Provider’s fees paid or payable under the applicable Transaction Document are sufficient to ensure that Provider can and will comply with such requirements and that Buyer may and shall rely upon such representation and warranty.

Security. Provider and Provider’s Personnel shall at all times perform Services in a manner that minimizes the risk of, and promptly shall take all reasonable precautions that are necessary and adequate to protect against, loss of or damage to any property due to theft, vandalism, sabotage, or other illegal or unauthorized, destructive activities (collectively, “Destructive Activities”). Provider shall continually inspect all its work, tools, materials, and equipment as well as the Project Site to discover any risks or occurrences of Destructive Activities, and Provider shall be solely responsible for remediating such risks and occurrences. Provider and Provider’s Personnel shall cooperate with Buyer and the applicable Customer on all security matters, and Provider promptly shall comply with any project security requirements established by Buyer or the applicable Customer. Compliance with such security requirements shall not relieve Provider of its responsibility for maintaining adequate security, nor shall such compliance be construed as limiting Provider’s obligation to undertake any applicable protective or remedial actions. Provider shall prepare and maintain accurate reports of incidents of Destructive Activities, and Provider shall furnish such reports to Buyer in a timely manner. Provider is solely responsible for the safety of its own Personnel.

Cooperation. Provider shall cooperate with Buyer and the applicable Customer in performing Services so as to minimize any potential interference with Buyer’s or such Customer’s other activities, to protect the safety and health of Buyer’s and such Customer’s Personnel and visitors, and to safeguard the security and integrity of Buyer’s and such Customer’s property.

Disputes and Work Stoppages. Provider shall utilize in the performance of the Services only Personnel agreeing to work at all times in harmony with Buyer’s and the applicable Customer’s Personnel. Provider and Provider’s Personnel shall ensure that no dispute between them and any labor organization(s) (“Labor Dispute”) shall be permitted to occur or to be manifested on any Project Site that is owned, controlled, or designated for the performance of Services by Buyer or any Customer. Provider and Provider’s Personnel shall not participate in, or encourage, any cessation of Services due to any Labor Dispute; provided that Provider may participate in lawful negotiations. In the event of any Services performance stoppage due in whole or in part either to the activities of Provider's Personnel or to third party actions involving picketing, Provider agrees to take appropriate and prompt legal action to provide qualified Personnel to continue performance of the Services. If Provider is unable to provide such Personnel to continue such performance promptly, Provider agrees to reimburse Buyer for any costs and expenses incurred by Buyer in causing the Services to be provided by a third party.


Service Provider Expense Policy

This Service Provider Expense Policy (“Expense Policy”) is agreed between nfrastructure Technologies, LLC, or its affiliate, whichever is the buyer of Services (“Buyer”), and the entity from which Buyer is purchasing (“Provider”) one (1) or more professional services (“Services”) to be performed for the benefit of Buyer or a Buyer customer (“Customer”) under both an “Agreement” (meaning either a written agreement between Buyer and Provider or the written governing terms and conditions) and any associated “Transaction Document” (meaning a Purchase Order or Statement of Work), which together exclusively govern such Services effective on the earlier of the date when such Transaction Document is “Executed” (meaning, with respect to a Purchase Order, the date on which such Purchase Order is accepted by Provider, and with respect to a Statement of Work, the date that is identified as the effective date of such Statement of Work, or in the absence of such identified effective date, when the Statement of Work is countersigned) and the date when Provider initiates performance under a Transaction Document (“Policy Effective Date”). This Expense Policy is incorporated by this reference into the Agreement and any Transaction Document Executed after the date when this Expense Policy is posted on this website. From time to time, Buyer may amend this Expense Policy in its sole discretion, posting the amended Expense Policy on this website without prior notice, and any such amendments of the Expense Policy shall be incorporated into the Agreement and shall be binding on the parties to the Agreement; provided that the version of this Expense Policy that appears on this website at the time a Transaction Document is Executed shall be binding with respect to the Services performed under such Transaction Document.

In the event of a conflict between this Expense Policy and the Agreement, this Expense Policy shall prevail. In the event of a conflict between the Transaction Document and this Expense Policy, this Expense Policy shall prevail; provided that conflicting terms and conditions in a Statement of Work that expressly state that they supersede certain specified provisions of this Expense Policy shall prevail with respect to the Services under only that certain Statement of Work.

As used herein, “Party” means Buyer or Provider individually, and “Parties” means Buyer and Provider collectively. “Affiliate” means an entity that owns, is owned by, or is under common ownership with, a Party. “Purchase Order” or “PO” means a written order for Services submitted by Buyer to Provider either in hard copy or electronic form in accordance with the terms of the Agreement. “Statement of Work” means a written and executed contract that is between Buyer or Buyer’s Affiliate and Provider, and that specifies the terms and conditions under which Provider will provide Services and work product to Buyer for the benefit of a Customer.

Provider shall ensure that Provider Personnel have read and understood the contents of, and shall warrant Provider Personnel’s continuous compliance with, this Expense Policy.

REIMBURSEMENT PROCEDURES

Approval of Expenses. All “Expenses” (meaning Provider’s reasonable, direct costs arising from the performance of the Services, including without limitation airfare, automobile mileage or standard car rental and fuel, parking, tolls, printing/photocopies, etc., incurred in accordance with this Expense Policy) must be approved in writing by Buyer in advance of Provider incurring such expenses.

Invoices. Provider shall issue to Buyer an invoice twice per month for Expenses, and each invoice shall be accompanied by all expense reports, receipts, and other documentation necessary to substantiate the Expenses identified and detailed on such invoice.

Waiver of Non-Invoiced Expenses. Invoices for Expenses must be submitted by Provider within six (6) months of the Expenses being incurred, or the cost of such Expenses shall be borne solely by Provider, and Provider’s right to seek reimbursement shall be waived.

REIMBURSABLE EXPENSES

Out-of-State Personnel. All “Personnel” (meaning a Party’s and its agents’ and subcontractors’ owners, directors, officers, and employees) assigned by Provider to perform Services under this Agreement shall reside in the state where the Services are to be performed unless Buyer has reviewed the applicable resumes and agreed in writing in advance to the use of out-of-state Personnel. Any travel-related Expenses associated with use of out-of-state Personnel shall be borne solely by Provider, except as otherwise agreed by Buyer in writing in advance.

Airfare. If air travel is required, Buyer will reimburse Provider for coach or economy airfare Expenses, provided that Buyer has authorized the airfare in writing in advance. Provider shall submit the airline tickets and all receipts to Buyer when seeking reimbursement for such Expenses.

Ground Transportation. Buyer will reimburse Provider for round trip ground transportation from Provider’s principal place of business or, for out-of-state Personnel, from the airport to the applicable “Project Site” (meaning the location where Services are to be performed or to which travel is necessary in order to perform Services); provided that Buyer has authorized such ground transportation in writing and in advance and that Provider submits, if applicable, car rental vouchers or receipts. Reimbursement shall be provided as follows: (a) for use of a personal automobile belonging to Provider Personnel from Provider’s principal place of business to the Project Site, at the current mileage reimbursement rate set by the Internal Revenue Service; provided that Buyer will not reimburse Provider Personnel for local travel to any Project Site; (b) for reasonable car rental charges actually incurred for travel from the airport to the Project Site and as otherwise necessary during the provision of the Services; and (c) for use of public transportation, such as bus or rapid transit, or for reasonable taxi transport to a Project Site.

Incidental Transportation Expenses. Buyer will reimburse Provider for incidental transportation Expenses, such as parking fees and tolls incurred when Personnel travel to and from Project Sites.

Lodging and Meals. Buyer will reimburse Provider for reasonable lodging and meal Expenses incurred when Provider Personnel are located at a Project Site, performing Services that require an overnight or longer period of temporary residence; provided that such Expenses are authorized by Buyer in writing in advance. Provider shall not be entitled to reimbursement for meals purchased for persons other than Provider Personnel performing the Services. Unless otherwise authorized by Buyer, meals shall not exceed IRS recommended per diem guidelines.

Telephone. Buyer will reimburse Provider for actual Expenses incurred for long distance and toll telephone calls placed by Provider for the purpose of, and while performing, the Services.

Delivery. Buyer will reimburse Provider for messenger services, overnight delivery, and other express mail type services when such services are specifically requested by Buyer or are reasonably necessary to Provider’s performance of Services.

Limit on Expenses. In no event shall the total reimbursable Expenses exceed ten percent (10%) of the total amount paid by Buyer under a Transaction Document (“Expense Cap”), and Buyer shall not reimburse Provider for, and Provider shall not seek reimbursement for, any amount of Expenses in excess of the Expense Cap.

NON-REIMBURSABLE EXPENSES

Travel Time. Buyer shall not reimburse Provider for, and Provider shall not seek reimbursement for, the time Provider Personnel spend traveling to and/or from any Project Site(s).

Overhead, Salaries/Wages and Benefits. Buyer shall not reimburse Provider for, and Provider shall not seek reimbursement for, fixed overhead, salaries, wages, or employee benefit costs associated with Provider Personnel.

Entertainment. Buyer will not reimburse Provider for entertainment expenses, the determination of which will be made in Buyer’s sole discretion.


Service Provider Privacy Policy

This Service Provider Privacy Policy (“Privacy Policy”) is agreed between nfrastructure Technologies, LLC, or its affiliate, whichever is the buyer of Services, (“Buyer”), and the entity from which Buyer is purchasing (“Provider”) one (1) or more professional services (“Services”) to be performed for the benefit of Buyer or a Buyer customer (“Customer”) under both an “Agreement” (meaning either a written agreement between Buyer and Provider or the written governing terms and conditions) and any associated “Transaction Document” (meaning a Purchase Order or Statement of Work), which together exclusively govern such Services effective on the earlier of the date when such Transaction Document is “Executed” (meaning, with respect to a Purchase Order, the date on which such Purchase Order is accepted by Provider, and with respect to a Statement of Work, the date that is identified as the effective date of such Statement of Work, or in the absence of such identified effective date, when the Statement of Work is countersigned) and the date when Provider initiates performance under a Transaction Document (“Policy Effective Date”). This Privacy Policy is incorporated by this reference into the Agreement and any Transaction Document Executed after the date when this Privacy Policy is posted on this website. From time to time, Buyer may amend this Privacy Policy in its sole discretion, posting the amended Privacy Policy on this website without prior notice, and any such amendments of the Privacy Policy shall be incorporated into the Agreement and shall be binding on the parties to the Agreement; provided that the version of this Privacy Policy that appears on this website at the time a Transaction Document is Executed shall be binding with respect to the Services performed under such Transaction Document.

In the event of a conflict between this Privacy Policy and the Agreement, this Privacy Policy shall prevail. In the event of a conflict between the Transaction Document and this Privacy Policy, this Privacy Policy shall prevail; provided that conflicting terms and conditions in a Statement of Work that expressly state that they supersede certain specified provisions of this Privacy Policy shall prevail with respect to the Services under only that certain Statement of Work.

As used herein, “Party” means Buyer or Provider individually, and “Parties” means Buyer and Provider collectively. “Affiliate” means an entity that owns, is owned by, or is under common ownership with, a Party. “Purchase Order” or “PO” means a written order for Services submitted by Buyer to Provider either in hard copy or electronic form in accordance with the terms of the Agreement. “Statement of Work” means a written and executed contract that is between Buyer or Buyer’s Affiliate and Provider, and that specifies the terms and conditions under which Provider will provide Services and work product to Buyer for the benefit of a Customer.

Provider shall ensure that Provider Personnel have read and understood the contents of, and shall warrant Provider Personnel’s continuous compliance with, this Privacy Policy.

PROVIDER OBLIGATIONS.

Compliance with Laws. Provider shall comply with this Privacy Policy and with all applicable United States federal, state, and local government laws, rules, regulations, and judicial and agency rulings and requirements (each, a “Governmental Requirement”) relating to the collection, use, and disclosure of “Customer Data” (meaning any data that is disclosed by Buyer or Buyer’s Affiliate to Provider or Provider’s Affiliate or otherwise acquired by Provider by means of its relationship with Buyer or its performance under the Agreement or a Transaction Document and that relates in any way to one (1) or more Customers or prospective Customers of Buyer) or “Personally Identifiable Information” (or “PII”) (meaning, as set forth in Office of Management and Budget Memorandum M-07-16, information which can be used to distinguish or trace an individual's identity, such as their name, social security number, biometric records, etc. alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, such as date and place of birth, mother’s maiden name, etc.). In Provider’s performance under the Agreement and any Transaction Document, Provider shall regard at least the following information as Personally Identifiable Information: (a) information that identifies or can be used to identify, contact, or locate the person to whom such information pertains; or (b) information from which identification, contact, or location information of an individual can be derived—including, but not limited to: first and last name; home or other physical address; email address; credit card number; bank account or other financial account number; telephone or fax number; medical records; individual medical data; social security number; social media identifiers (such as screen names or profile addresses); any other identifier that permits physical or online contacting of an individual; unique identifiers; biometric information; and IP addresses).

Access to Data. Provider shall ensure that access to Customer Data and PII is limited to only its “Personnel” (meaning a Party’s and its agents’ and subcontractors’ owners, directors, officers, and employees) who: (a) have a need to know such information to carry out obligations under the Agreement and one (1) or more Transaction Documents; and (b) are aware of the requirements of this Privacy Policy and are bound to follow those requirements and all Governmental Requirements related to the handling of Customer Data and PII. In the event that Customer Data or PII is required be disclosed to a third-party other than the applicable individual owner of such information, Provider shall first ensure that such third-party has agreed, in writing, to be bound by the terms of this Privacy Policy.

Use of Data. Provider shall not collect, access, use, reproduce, or disclose Customer Data or PII, except as expressly authorized by this Privacy Policy and applicable Governmental Requirements and as necessary in order to perform Services under this Agreement.

Compelled Disclosures. If Provider is compelled to disclose Customer Data or PII by any Governmental Requirement, then, except to the extent prohibited by law, Provider shall: (a) provide Buyer with prompt notice of such compulsion; (b) provide the maximum allowable opportunity for Buyer to seek a protective order or other measure to bar or limit such disclosure; (c) disclose only the minimum amount of Customer Data or PII required; and (d) make reasonable efforts to ensure that the disclosed Customer Data or PII is disclosed in a manner that preserves its confidentiality to the extent reasonably and legally possible.

Marketing. Under no circumstances, and notwithstanding anything to the contrary in this Privacy Policy or in the Agreement or any Transaction Document, will Provider: (a) sell Customer Data or PII; or (b) use Customer Data or PII for any marketing purposes, except to the extent expressly authorized under and specified in the applicable Transaction Document under which Provider is hired by Buyer to perform marketing-related Services on behalf of Buyer or a Customer. Provider shall at all times comply with the Telemarketing Sales Rule of the Federal Trade Commission (“FTC”), the Telephone Consumer Protection Act, and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, as each may be amended from time to time (“Marketing Regulations”). Provider shall at all times honor the registration lists maintained by the Direct Marketing Association’s Telephone Preference Service and Mail Preference Service and any other similar lists that are maintained for the purpose of ensuring the unavailability and non-use for marketing purposes of certain contact information (including, but not limited to, postal and email addresses and telephone numbers) and that either generally are recognized in the industry or by the FTC or are maintained by Buyer (each, an “Opt Out List”).

Prior to performing any marketing-related Services, Provider shall, in coordination with Buyer, perform a “Suppression” (meaning a purge or other suppression from intended marketing lists of all Customer Data and PII that is not available for marketing use, according to the Opt Out Lists and Marketing Regulations); such obligation shall be in addition to performing any other legally required Suppressions, including legally-mandated do not mail or do not call procedures.

Provider shall employ measures to ensure that applicable PII and Customer Data is Suppressed from its own records in response to any request by an entity to “Opt Out” (meaning not have his/her/its Customer Data or PII used for marketing purposes). Provider shall employ measures to ensure that Buyer is promptly provided any Opt Out requests. Any Opt Out List or Opt Out request provided by Buyer to Provider shall be used by Buyer solely for the purpose of performing Suppression and shall be returned or destroyed when no longer needed for such purpose.

Audit of Records. Provider shall maintain practices and records that are necessary to ensure and demonstrate its compliance with this Privacy Policy, including records of all use and transmission of Customer Data and PII. Buyer, or any Buyer-authorized inspector or auditor bound by appropriate confidentiality obligations, shall have the right to inspect and audit such practices and records for the purpose of verifying Provider’s compliance with this Privacy Policy. Such inspection and/or audit shall be performed at Buyer’s expense, upon reasonable notice, during regular business hours, and at the locations where such practices are followed or records are maintained.

Breach of Security. Provider shall immediately report to Buyer any loss of, failure to protect, or potential breach of obligations related to, Customer Data or PII, including any unauthorized use or disclosure, or any breach of Provider’s systems that results in or is reasonably likely to result in improper access to PII or Customer Data. Provider shall, at its own expense, comply with all data breach notification laws in responding to any data breach and shall, to the extent permissible, notify Buyer of all actions taken in response to any data breach.

Subcontractors. If Provider employs any third-party service provider(s)/subcontractor(s) (each, a “Subcontractor”) in connection with Provider’s performance of Services, Provider shall require that each such Subcontractor agrees to abide by and comply with the terms and conditions of this Privacy Policy to the same extent of Provider’s obligations hereunder.

Indemnification. Provider shall be fully responsible for, and shall indemnify, defend and hold harmless Buyer and Buyer’s Affiliates from and against any and all claims, including liabilities, actions, judgments, costs, expenses and reasonable attorneys’ fees, arising from, any Provider or Subcontractor breach of, or failure to comply with, the terms and conditions of this Privacy Policy, any Governmental Requirements, any Marketing Regulations, or any other applicable laws, rules, regulations, or judicial and agency rulings and requirements.

Other Agreements.

If Buyer and Provider or applicable Affiliates have entered into one (1) or more of the following: a Business Associate Agreement, a non-disclosure/confidentiality agreement, and/or any other similar agreement that governs protection and confidentiality of data or information, whether subject to the Health Insurance Portability and Accountability Act of 1996, as amended, other similar laws or regulations, or otherwise, then the terms and conditions of this Privacy Policy are in addition to, and shall not supersede or replace, the terms and conditions of any such agreement(s).


Service Provider Security Policy

This Service Provider Security Policy (“Security Policy”) is agreed between nfrastructure Technologies, LLC., or its affiliate, whichever is the buyer of Services (“Buyer”), and the entity from which Buyer is purchasing (“Provider”) one (1) or more professional services (“Services”) to be performed for the benefit of Buyer or a Buyer customer (“Customer”) under both an “Agreement” (meaning either a written agreement between Buyer and Provider or the written governing terms and conditions) and any associated “Transaction Document” (meaning a Purchase Order or Statement of Work), which together exclusively govern such Services effective on the earlier of the date when such Transaction Document is “Executed” (meaning, with respect to a Purchase Order, the date on which such Purchase Order is accepted by Provider, and with respect to a Statement of Work, the date that is identified as the effective date of such Statement of Work, or in the absence of such identified effective date, when the Statement of Work is countersigned) and the date when Provider initiates performance under a Transaction Document (“Policy Effective Date”). This Security Policy is incorporated by this reference into the Agreement and any Transaction Document Executed after the date when this Security Policy is posted on this website. From time to time, Buyer may amend this Security Policy in its sole discretion, posting the amended Security Policy on this website without prior notice, and any such amendments of the Security Policy shall be incorporated into the Agreement and shall be binding on the parties to the Agreement; provided that the version of this Security Policy that appears on this website at the time a Transaction Document is Executed shall be binding with respect to the Services performed under such Transaction Document.

In the event of a conflict between this Security Policy and the Agreement, this Security Policy shall prevail. In the event of a conflict between the Transaction Document and this Security Policy, this Security Policy shall prevail; provided that conflicting terms and conditions in a Statement of Work that expressly state that they supersede certain specified provisions of this Security Policy shall prevail with respect to the Services under only that certain Statement of Work.

As used herein, “Party” means Buyer or Provider individually, and “Parties” means Buyer and Provider collectively. “Affiliate” means an entity that owns, is owned by, or is under common ownership with, a Party. “Purchase Order” or “PO” means a written order for Services submitted by Buyer to Provider either in hard copy or electronic form in accordance with the terms of the Agreement. “Statement of Work” means a written and executed contract that is between Buyer or Buyer’s Affiliate and Provider, and that specifies the terms and conditions under which Provider will provide Services and work product to Buyer for the benefit of a Customer.

Provider shall ensure that Provider Personnel have read and understood the contents of, and shall warrant Provider Personnel’s continuous compliance with, this Security Policy.

Confidential Information

Provider and Provider Personnel shall not disclose to any unauthorized person any “Confidential Information” (meaning the terms and conditions of the Agreement; all Secret Information, Sensitive Information, and Restricted Information; and additional information that with respect to Provider is owned or possessed by Provider or Provider Personnel and with respect to Buyer is owned or possessed by Buyer or Buyer Personnel or Affiliate or any Customer or Customer’s Personnel or Affiliate, that either is marked as “confidential” or “proprietary” or otherwise due to its nature reasonably would be deemed to be confidential, and that is disclosed or accessed pursuant to this Agreement). “Secret Information” means information that is used to protect other Confidential Information. “Sensitive Information” means any information that could be misused in such a way as to jeopardize the financial or legal position of its owner, or of the person or company described by the information. “Restricted Information” means information that is not Secret Information or Sensitive Information, but whose permissible use has been restricted by its owner.

Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (regardless of whether reduced to writing or designated as “confidential”):

  • Personally Identifiable Information (as defined in the Service Provider Privacy Policy), such as certain types of Secret Information (e.g., Customer passwords, private encryption keys, and private signature keys), certain types of Sensitive Information (e.g., Customer account numbers, Social Security numbers, taxpayer identification numbers, account balances, account activity, financial information, medical records, legal records, customer service records, and other data relating to the products and services offered, received, or purchased by Customers) and certain types of Restricted Information (e.g., Customer names, street and email addresses, and telephone numbers).
  • Corporate Confidential Information, such as certain types of Secret Information (e.g., computer account IDs, passwords for computer or database systems, private encryption keys, SSL keys, computer source code relating to encryption/decryption, special access privileges, known security vulnerabilities, security audit and review results, and information explicitly designated or labeled as “secret”), certain types of Sensitive Information (e.g., work product resulting from Services and related media; Buyer’s and Customers’ information about internal business operations, including without limitation personnel and financial information, service provider and supplier names, characteristics, services, agreements and related information, purchasing and cost information, internal services, operational manuals, and the manner and methods of conducting business; Buyer’s and Customers’ information about business and financial performance, including without limitation transaction details; Buyer’s and Customers’ information about proprietary rights, such as such as patents, copyrights, and trade secrets, including without limitation information related to undisclosed proprietary rights and the acquisition, protection, enforcement, and licensing of proprietary rights; Buyer’s and Customers’ information about marketing and development operations, including without limitation marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques, methods of obtaining business, forecasts, forecast assumptions, volumes, and future plans and potential strategies; and information identified as “sensitive” by Buyer or any Customer), and certain types of Restricted information (e.g., aggregated or anonymous Customer information other than Personally Identifiable Information, contractual information or obligations not identified above as Sensitive Information, and any information explicitly identified as “restricted” by Buyer or any Customer).

Controlling Access to Confidential Information

Confidential Information stored on Provider’s systems must be stored behind firewalls, and Provider shall not permit Provider Personnel access to such Confidential Information unless the following conditions are met:

  • Each Provider Personnel member who needs access to the Confidential Information can be uniquely identified (e.g., by a unique User ID), with the exception of “root” password access provided by Provider to its core system administration team;
  • Each Provider Personnel member who needs access to the Confidential Information is required to enter a correct password or other authorizing token to indicate that such member is the authorized user of the account, and such password must comply with a password policy that the Parties must establish and that satisfies certain minimal standards (i.e., 8 characters minimum length, required use of special- and/or mixed-case characters, no words that could be found in a dictionary, and required to be changed every ninety (90) days) and that makes passwords sufficiently secure to resist effectively both educated guessing and brute-force attacks (“Password Policy”).
  • Each Provider Personnel member who needs access must be allowed only for the minimum access level(s) required to perform such member’s portion of the Services. The ability to read, write, modify, or delete Confidential Information must be limited to those Personnel specifically needed and authorized to perform such data maintenance functions.
  • Each Provider Personnel member’s access in each instance must be recorded in a log file that records: date, time, and duration of access; name of individual obtaining access; and nature of the access (e.g., read, write, modify, delete, etc.).

Provider and Provider Personnel shall not display or store in clear text on its or their systems or disclose to third parties under any circumstances any Secret Information. At a minimum, the financial services industry standard encryption techniques must be employed by Provider to prevent unauthorized persons’ access to Secret Information stored on Provider’s systems. Provider shall strive to adopt industry best practices for preserving the confidentiality of Secret Information. Whenever possible, message digest algorithms, such as SHA-1 or MD5, should be used to hash and verify users' passwords, and salt should be added to the input string prior to encoding to ensure that the same password text chosen by different users will yield different encodings.

Provider must ensure that procedures are in place to modify or revoke access permissions to Confidential Information when a Provider Personnel member: (a) improperly accesses and/or uses such Confidential Information; or (b) no longer needs access to such Confidential Information for any authorized reason (including due to a change in job or responsibilities, removal from the applicable Services project, or termination of employment).

Provider and Provider Personnel shall store documents and other printed materials that contain Confidential Information only in secure areas where access is limited to Provider Personnel who have a business need to access it and to authorized Buyer and Customer Personnel. Upon termination of the Parties’ relationship or upon earlier request by Buyer, all Customer and Buyer Confidential Information must be returned or destroyed in a secure manner. At a minimum, the financial services industry standard protections must be employed to ensure secure storage and, as applicable, destruction of Secret Information and Sensitive Information, including either on-site shredding prior to recycling, or storing of documents in publicly-accessible, secure storage bins until off-site shredding is performed by a licensed contractor.

Transmitting Confidential Information

Provider and Provider Personnel must not electronically transmit Secret Information or Sensitive Information over publicly-accessible networks without using either 128-bit SSL encryption technology or, if such technology is restricted by law, then the strongest legally permitted encryption technology.

Confidential Information must never be submitted in a URL (e.g., using a Get method) in a manner that potentially exposes the information to third parties and causes such information to be cached or logged.

MAINTAINING A SECURE ENVIRONMENT

Provider must back up regularly, but no less often than weekly, its Confidential Information data stores. Such stores and their backups must be stored in a secure, environmentally-controlled, limited-access facility.

Provider must run internal and external network vulnerability scans at least monthly and after any change in the network configuration (e.g., new system component installations, changes in network topology, firewall rule modifications, or product upgrades).

Provider must install and run promptly (as soon as they can be installed and integrated safely into Provider’s existing architecture and systems) any security-related fixes identified by its hardware or software vendors if the security threat being addressed by the fix is one that threatens the privacy or integrity of any Confidential Information.

Buyer may from time to time advise Provider of recent security threats that have come to Buyer’s attention and require Provider to implement specific modifications to its software, policies, or procedures that may be necessary to counter such threats. Provider must either implement such modifications within a mutually-agreeable time, or obtain Buyer’s written permission for Provider to take some alternative course of action that will ensure the privacy and integrity of any Confidential Information.

Provider must immediately provide notice to Buyer if Provider knows or suspects that Confidential Information has been compromised or disclosed to any unauthorized person(s), or that there has been any deviation from the requirements set forth in this Security Policy or in the Agreement. Provider agrees that Buyer shall have the right to control and direct any response and/or correction of any compromise or disclosure.

Notwithstanding the minimum standards set forth in this Security Policy, Provider shall monitor and periodically incorporate reasonable industry-standard security safeguards.

ELECTRONIC MAIL

Provider shall not send any Secret Information or Sensitive Information in any e-mail message over publicly-accessible networks unless the e-mail is encrypted using a previously-approved encryption mechanism or is secured by some other method that has been mutually agreed upon in advance by Buyer and Provider.

Provider and Provider Personnel shall not reveal any Personally Identifiable Information of Buyer’s Personnel or any Customer Personnel to any third party, except as authorized in advance in writing by the owner of the Personally Identifiable Information or as otherwise required by law or judicial order.

AUDITS, EVALUATIONS, AND REMEDIES

Upon fourteen (14) days’ prior written notice to Provider, Buyer or its agent that is bound by applicable confidentiality obligations may enter Provider’s premises and perform an audit of Provider’s books, records, facilities, and computer systems and/or an evaluation of Provider’s operational processes, systems, vulnerability scan results, and computer network security to verify Provider’s compliance with this Security Policy. Provider shall reasonably cooperate with Buyer to schedule any such audits and/or evaluations in order to minimize disruption of Provider’s business. Buyer or its agent shall comply with Provider’s reasonable policies and procedures that apply to third parties provided access to Provider’s premises, and Buyer or its agent shall access Provider’s premises during normal business hours (Monday through Friday, 8:00 AM to 5:00 PM). Notwithstanding the foregoing, if Buyer in good faith believes that a threat to security exists that could affect Buyer’s or any Customer’s Confidential Information, Provider must provide Buyer or its agent access to its premises immediately upon request by Buyer to perform an audit and/or evaluation. Buyer will make available to Provider the results of any such audits and/or evaluations and, depending on the seriousness of any problems identified, may require Provider to remedy any and all such problems at Provider’s sole cost and in a timely fashion. The costs associated with any such audit and/or evaluation shall be borne by Buyer unless Buyer reasonably identifies one (1) or more material nonconformities with this Security Policy or the Agreement, in which case Provider shall be obligated to pay the costs.

Notwithstanding anything to the contrary set forth in this Security Policy or the Agreement, Buyer has sole discretion to require Provider to correct any identified security-related problem within a period of time that is shorter than any remedy period set forth in this Security Policy or the Agreement. Buyer shall provide written notice of any problem(s) to Provider, and Provider must immediately take all appropriate steps to correct such problem(s). If Provider fails to correct any security problem within a period of time that is minimally reasonable under the circumstances, Buyer may instruct Provider to take certain interim and/or permanent measures that are necessary to protect the Confidential Information of Buyer or the applicable Customer(s). If Provider refuses or fails to take such interim and/or permanent measures within a commercially reasonable time, Buyer may terminate immediately the Agreement and any other agreements between Buyer and Provider for cause.

CONTACT INFORMATION

Point of Contact. Provider shall identify a primary and alternate single point of contact for security issues, providing each person’s email address, business telephone number, and cell phone number, and one of those points of contact must be available at all times (24/7/365). Such identification and contact information must be given in writing to the other party within ten (10) “Business Days” (meaning Monday through Friday, excluding Holidays) after the Effective Date of the Agreement.


Terms and Conditions of Product Purchase

These Terms and Conditions of Product Purchase (“Terms and Conditions” or “Agreement”) are agreed between nfrastructure Technologies, LLC, or its affiliate, whichever is the Buyer (“Buyer”) and the entity (“Supplier”) from which Buyer is making a purchase (“Purchase”) of one or more “Sales Offerings” (meaning Products, Product support and services) under a “Transaction Document” (meaning a Purchase Order or any other signed contract governing the specific Purchase) and form an agreement, exclusively governing such purchase effective on the date when such Transaction Document is “Executed” (meaning, with respect to a Purchase Order, the date on which such Purchase Order is accepted by Supplier, and with respect to any other contract governing the specific purchase, the date that is identified as the effective date of such contract, or in the absence of such identified effective date, when such contract is countersigned) and the date when Supplier initiates performance hereunder at Buyer’s request (“Agreement Effective Date”). These Terms and Conditions may be updated from time to time by Buyer without prior Notice; provided that the version of these Terms and Conditions posted on this website at the time the Transaction Document is Executed shall be the Agreement that governs such Transaction Document. Notwithstanding the foregoing, if the Parties have entered into a separate, effective agreement applicable to such Transaction Document (“Separate Agreement”), then these Terms and Conditions shall not apply to such Transaction Document and shall not govern such Sale, and instead such Separate Agreement shall govern such Sale.

In the event of a conflict between these Terms and Conditions and a Separate Agreement, the Separate Agreement shall prevail. In the event of a conflict between the Transaction Document and these Terms and Conditions, these Terms and Conditions shall prevail, and any additional or different terms or conditions in any form associated with the Transaction Document or otherwise provided by Supplier, other than the “Transaction Specifics” (meaning the numerical and other identifying information necessary for the Purchase, including without limitation price, quantity, Sales Offering names and/or codes, and addresses for delivery and/or invoices), are hereby deemed to be material alterations of these Terms and Conditions, are hereby rejected, and are null and void.

As used herein, “Party” means Buyer or Supplier individually, and “Parties” means Buyer and Supplier collectively.

Sales Offering Purchases.

Product and Product Support Purchasing. Buyer shall be entitled to purchase hereunder for resale to Customers: (a) hardware, software, and other items that are commercially available from Supplier (“Products”); (b) warranties, maintenance, and other services that are performed by Supplier under the terms of a separate contract exclusively between Customer and Supplier (“Product Support”); and (c) standard, non-customized, commercially available services associated with Products (“Services”). With respect to Product Support, Supplier acknowledges and agrees that Supplier is the contracting party and that Supplier is exclusively responsible for performing the Product Support, and Supplier hereby indemnifies and holds harmless Buyer from any third party claims for loss, costs, or damages arising from the Product Support.

Pricing. Supplier may change the price charged to Buyer for any Sales Offerings not yet ordered by Buyer, so long as Supplier gives Buyer at least thirty (30) days’ prior written notice of such change and provides Buyer with the effective date of such change. If Supplier increases the price of any Sales Offering, such increased price shall only apply to Transaction Documents Executed after the effective date or such price increase.

Price Protection. If Supplier reduces the price of any Sales Offering, Supplier shall credit Buyer the difference between the invoice price and the reduced price for each unit of Sales Offerings held in Buyer’s inventory and all Sales Offerings in transit from Supplier to Buyer or any Customer on the date the reduced price is first offered to the marketplace. With regard to any Sales Offerings returned as unsatisfactory by a Customer, Supplier shall credit Buyer the difference between the invoice price and the new price.

Delivery. Supplier shall meet all agreed delivery dates. For all hardware Products, shipments shall be FOB destination (freight prepaid and added). Supplier shall be responsible for all standard freight charges, and incorrect shipments shall be returned to Supplier at Supplier’s expense. Except as otherwise agreed by the Parties, software Products shall be delivered electronically, and any end user license agreement shall be between Customer and Supplier directly, and Buyer shall have no responsibility related thereto.

Product Returns. Buyer or the applicable Customer shall have the right to return any Product(s) in each Product’s original packaging to Supplier for either cash, full credit, or replacement at the sole option of the entity returning the Products, in the amount of each Product’s Purchase price. Supplier shall be responsible for all freight charges and for risk of loss relating to returns under this section. Neither termination of the Agreement, nor discontinuation of Products shall affect Buyer’s return rights.

Payment.

Payment Terms. Payment terms for all Purchases shall be 2% 30, net 45 days from the later of the date that Buyer or Buyer’s customer (“Customer”) receives the applicable Sales Offering(s) and the date that Buyer receives the applicable invoice. Buyer will pay Supplier for Purchased Sales Offerings after deducting any amounts Supplier owes Buyer.

Indemnification and Warranties.

Indemnification. Supplier agrees to defend, indemnify, and hold harmless Buyer, Buyer’s affiliates, Customers, and end users from and against any and all claims, including without limitation liabilities, actions, judgments, costs, and expenses and reasonable attorneys’ fees (each, a “Claim”), asserted by a third party arising out of or related to: (a) any breach or alleged breach of any of Supplier’s representations and warranties hereunder; (b) Supplier’s failure to comply with any applicable federal, state, local, or international laws or regulations; (c) injury, death, or damage resulting in any way from Product defect or malfunction; (d) misrepresentation by Supplier, its employees, agents, or representatives; (e) any alleged infringement or violation of any third party’s copyright, trade secret, trademark, or patent, or other intellectual property right by any Sales Offering(s).

Warranties. Supplier warrants that the Products will be free from defects in design, materials, and workmanship for a minimum of one (1) year from the date of Purchase by Customer.

Term and Termination.

Term. The “Term” (meaning the period of time during which, as applicable, the Transaction Document or this Agreement is in full force and effect) of each Transaction Document shall commence on the Agreement Effective Date. Both the Transaction Document and this Agreement shall expire upon the completion of the Parties’ performance and payment obligations thereunder.

Termination of Purchase Order for Convenience. Buyer may cancel within three (3) “Business Days” (meaning Monday through Friday, excluding Holidays) after receipt by Supplier of any Purchase Order for Products. Any such cancellation shall not relieve Buyer of its obligations to pay for all Products shipped, Product Support initiated, and Services performed hereunder. Supplier may terminate any Executed Purchase Order for Products or Product Support that are not commercially available; Buyer’s sole remedy, and Supplier’s sole obligation with respect to any such terminated Purchase Order is to refund Buyer any amounts paid for such unavailable Products or Product Support.

Miscellaneous.

Amendments. These Terms and Conditions may be amended only in a writing executed by authorized representatives of both Parties (“Amendment”).

Assignment. Supplier may not assign the Transaction Document, these Terms and Conditions, or any of its rights or responsibilities without Buyer’s prior written consent. Buyer may assign the right to receive payment or may resell for resale to any Buyer affiliate. Any attempted assignment other than as expressly authorized hereunder shall be void and of no force or effect. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their permitted successors, assigns, heirs, and legal representatives.

Compliance with Laws. Supplier, at its own expense, shall comply with all applicable, foreign, federal, state, county, and local laws, ordinances, rules, regulations and codes in the performance of its obligations hereunder (which are now or may become applicable to the transactions covered by this Agreement or arising out of the performance of such transactions), including, but not limited to, the procurement of any necessary permits and licenses and practicing the principles of equal employment and non-discrimination in all its business activities.

Compliance with Foreign Corrupt Practices Act. Supplier agrees that neither it nor its subcontractors, agents, or employees are engaged in or will engage in any conduct that constitutes bribery of foreign officials, including conduct in violation of the U.S. Foreign Corrupt Practices Act (or conduct that, if engaged in by Supplier, would place Supplier in violation of the U.S. Foreign Corrupt Practices Act) or any applicable foreign anti-bribery laws, in connection with any business conducted for the benefit of, connected to, or in the name of Supplier, including but not limited to the sale of Sales Offerings under this Agreement.

Entire Agreement. Unless the Parties have executed a Separate Agreement, in which case such Separate Agreement shall control, as set forth herein, and constitute the Parties’ entire Agreement, these Terms and Conditions, the Transaction Document, and any amendments thereto together set forth the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersede and replace in their entirety any and all other prior and contemporaneous agreements and understandings, whether oral, written or implied, if any, between the Parties with respect to the subject matter hereof.

Governing Law. The Transaction Document, these Terms and Conditions, and any disputes, litigation, arbitration, or enforcements directly or indirectly related thereto shall be construed and interpreted in accordance with, and the rights of the Parties shall be governed by, the substantive laws of the State of Washington, without giving effect to any conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any Purchase hereunder.

Forum. The Parties hereby agree that any suit, legal claim, or other court action arising out of the Transaction Document or these Terms and Conditions shall be brought exclusively in either the Superior Court or Federal Court in King County, Washington, and both Parties consent and submit to the jurisdiction thereof and waive any rights to change venue.

Independent Contractors. Each Party is an independent contractor, not an employee or employer of the other Party, and not a joint venture or partner with the other Party.

Posted Descriptions. Any descriptions of Products, Product Support, or Services displayed or posted other than in a Transaction Document, including without limitation on this or any other website or mobile application, are excluded from and do not constitute a part of this Agreement or, except as expressly specified in the Transaction Document, the Transaction Document.

Preparation of Agreement. There will be no presumption against either Party on the ground that such Party was responsible for preparing all or any part of the Transaction Document or these Terms and Conditions.

Severability. If any provision of the Transaction Document or these Terms and Conditions or the application thereof is found to be invalid, illegal, or unenforceable, such finding shall not have any effect on any other provision of the Transaction Document or these Terms and Conditions, it being the intent and agreement of the Parties hereto that in the event of such finding, the Transaction Document or these Terms and Conditions shall be deemed amended either by modification of such provision to the extent necessary to render such provision valid, legal, and enforceable, while preserving its intent, or, if such modification is not possible, by substitution of such provision with another provision that is valid, legal, and enforceable and that achieves the same objective.

Survival. In the event of the expiration or termination of the Transaction Document or these Terms and Conditions, those provisions whose nature, meaning or intent indicate an expectation of survival shall survive. Third Party Beneficiaries. These Terms and Conditions and the Transaction Document are not intended to benefit any party except the Parties.

Waiver of Remedies. No delay or failure by either Party to exercise or enforce any right hereunder shall be considered a waiver of such right or of any other right under the Transaction Document or these Terms and Conditions. No claim may be asserted by either Party against the other Party with respect to any event, act, omission or otherwise that occurred more than one (1) year prior to the assertion of such claim.


Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms and Conditions” or “Agreement”) are agreed between nfrastructure Technologies, LLC, or its affiliate, whichever is the seller (“Seller”) and the entity (“Customer”) to which Seller is making a sale (“Sale”) of one or more “Sales Offerings” (meaning Products, Product Support and Services) under a “Transaction Document” (meaning a Purchase Order or Statement of Work) and form an agreement, exclusively governing such Sale effective on the earlier of the date when such Transaction Document is “Executed” (meaning, with respect to a Purchase Order, the date on which such Purchase Order is accepted by Seller, and with respect to a Statement of Work, the date that is identified as the effective date, or in the absence of such identified effective date, when the Statement of Work is countersigned) and the date when Seller initiates performance hereunder at Customer’s request (“Agreement Effective Date”). These Terms and Conditions may be updated from time to time by Seller without prior Notice; provided that the version of these Terms and Conditions posted on this website at the time the Transaction Document is Executed shall be the Agreement that governs such Transaction Document. Notwithstanding the foregoing, if the Parties have entered into a separate, effective agreement applicable to such Transaction Document (“Separate Agreement”), then these Terms and Conditions shall not apply to such Transaction Document and shall not govern such Sale, and instead such Separate Agreement shall govern such Sale.

In the event of a conflict between these Terms and Conditions and a Separate Agreement, the Separate Agreement shall prevail. In the event of a conflict between the Transaction Document and these Terms and Conditions, these Terms and Conditions shall prevail, and any additional or different terms or conditions in any form associated with the Transaction Document or otherwise provided by Customer, other than the “Transaction Specifics” (meaning the numerical and other identifying information necessary to the Sale, including without limitation price, quantity, product names and/or codes, and delivery and/or invoice addresses), are hereby deemed to be material alterations of these Terms and Conditions, are hereby rejected, and are null and void; provided that conflicting terms and conditions in a Statement of Work that expressly state that they supersede certain specified provisions of these Terms and Conditions shall prevail. As used herein, “Party” means Seller or Customer individually, and “Parties” means Seller and Customer collectively.

Product and Product Support Sales.

Product and Product Support Purchasing. Subject to credit approval, Customer shall be entitled to purchase hereunder for its own internal use and not for resale: (a) hardware, software, and other items that are commercially available in Seller’s catalog (each a “Product”); and (b) warranties, maintenance, and other services that are resold by Seller and that are performed by a third party under the terms of a separate contract exclusively between Customer and such third party (“Product Support”). With respect to Product Support, Customer acknowledges and agrees that such third party is the contracting party, that such third party is exclusively responsible for performing the Product Support, and that Customer hereby releases and shall have no claim against Seller, Seller’s Affiliates or Seller’s Personnel for any loss, claims or damages arising from, or related to, such Product Support.

Product and Product Support Quotes. Seller may from time to time provide quotes to Customer, orally or in writing, specifying Transaction Specifics related to identified Products or Product Support (“Quote”) that may be the subject of a Sale hereunder. Any Quote is presented for reference purposes only and shall not be deemed to be an offer.

Product and Product Support Pricing. Any pricing is subject to change, except pricing that appears in a “Purchase Order” or “PO” (meaning an order for Sales Offerings submitted by Customer to Seller either in hard copy or electronic form, including via Seller’s website, in accordance with these Terms and Conditions) that is accepted by Seller in writing (“Confirmed Pricing”). Other than with respect to Confirmed Pricing, Seller reserves the right to make adjustments to pricing, Products and Product Support for reasons including, but not limited to, changes in market conditions or manufacturer price, or Product unavailability or discontinuation. Notwithstanding the foregoing, Seller shall have the right to terminate, and shall not be obligated to perform under, any accepted Purchase Order in the event that the Confirmed Pricing associated therewith was based on an error in any advertisement or Quote.

Products and Product Support POs. Customer makes an offer to purchase Products or Product Support hereunder by submitting the Purchase Order to Seller. Customer also may request Products or Product Support via telephone; provided that Customer confirms its offer promptly thereafter by submitting the Purchase Order to Seller. Seller agrees to fill any Purchase Order upon Seller’s written acceptance of such Purchase Order; provided that: (a) any such acceptance by Seller is subject to Product availability; and (b) any delivery dates specified in such Purchase Order are non-binding; and (c) Seller is obligated only to make good faith efforts to meet such delivery dates. Each Purchase Order for Products and/or Product Support shall specify, as applicable, the quantities and prices specified on Seller’s Quote, along with destination, preferred (but non-binding) delivery date, and any non-standard shipping instructions. Nothing stated in Customer’s Purchase Order or other forms shall in any way be deemed to add to, modify, or amend these Terms and Conditions. Any terms or conditions attached to or set forth or referenced in any Purchase Order shall be of no force or effect.

Product Delivery. Seller shall make commercially reasonable efforts to meet any requested delivery dates, but Seller shall not be liable for any delay or inability to ship Products due to Product unavailability, manufacturer delays, or any Force Majeure Event. Seller shall have the right to make two (2) or more partial deliveries under a single Purchase Order to complete delivery of all Products ordered thereunder.

Product Title. Title to Products and risk of Product loss or damage pass to Customer upon delivery to Customer (F.O.B. destination with freight prepaid and added); provided that if Customer specifies its own carrier account number or requires shipment via a nonstandard (for Seller) carrier, title to Products and risk of Product loss or damage pass to Customer upon delivery to the carrier (F.O.B. origin, freight collect). Notwithstanding the foregoing, title to software Products manufactured by a third party shall at all times remain with such third party, and Customer’s rights to any such software Products shall be as specified in the applicable software license agreement between Customer and such third party (“EULA”); Customer warrants that it shall not download or use any software Products without first entering into the applicable EULA.

Product and Product Support Invoicing. Seller will invoice Customer for Products at the time of shipment and for Product Support at the time of purchase. Seller may invoice Customer separately for partial deliveries. Any amounts invoiced by Seller with respect to Product Support, including without limitation sales taxes, are collected by Seller solely in the capacity of independent sales agent. Customer further grants to Seller a security interest in the Products to secure payment in full and authorizes Seller to execute and file a financing statement or other documents necessary to perfect such security interest. Any such security interest shall terminate upon payment of all amounts due for the applicable Products and any costs of collection.

Product and Product Support Warranties. Notwithstanding anything to the contrary set forth herein or in any separate communication, the sole warranty received by Customer with respect to any Products and Product Support is the warranty, if any, that is conveyed directly from, respectively, the Product manufacturer or the Product Support provider and that will be passed through to Customer by Seller to the extent Seller has the right to do so. Seller, acting solely as a reseller of Products and a sales agent for Product Support, makes no independent warranty related to the Products or Product Support, sells such Products and Product Support “as is”, and shall have no obligations related to the performance of the Products or the Product Support. Customer acknowledges that in purchasing the Products or Product Support, Customer relies solely on the applicable manufacturer specifications or the separate contract with the Product Support provider, as applicable, not on any communications from Seller, any Seller “Affiliate” (meaning an entity that owns, is owned by, or is under common ownership with, a Party) or its or their “Personnel” (meaning the owners, directors, officers, employees, agents or contractors of a Party), including without limitation any statements, specifications, photographs or other illustrations representing the Products or Product Support.

Product Returns. Any Product returns will be in accordance with Seller’s Return Policy set forth on this page.

Export Law Compliance. Customer agrees to comply with, and indemnifies and holds harmless Seller from its failure to comply with, U.S. export laws, including without limitation U.S. Export Administration Regulations. Customer acknowledges that manufacturer warranties may vary or be nullified or voided for Products exported from the United States.

Services Sales.

Services Purchasing. Subject to credit approval, Customer shall be entitled to purchase consulting and other services performed by Seller, Seller’s Affiliate, or Seller’s subcontractors (each a “Service”), according to the terms and conditions set forth generally in these Terms and Conditions and specifically in a “Statement of Work” or “SOW” (meaning a written and executed contract that is between Seller or Seller’s Affiliate and Customer or Customer’s Affiliate and that specifies the terms and conditions under which one of the former will sell and provide Services to one of the latter); provided that the Statement of Work may be amended upon execution of a written amendment that references the SOW and that specifies all changes, including with respect to scope, fees, items provided, or otherwise (“Change Order”). In the event of a conflict between the terms and conditions set forth in a Change Order and those set forth in the SOW or in a previously executed Change Order, the terms and conditions of the most recent Change Order shall prevail. Except as otherwise set forth in the SOW, Customer shall be obligated to pay for all of Seller’s costs and expenses associated with the Services thereunder, without markup by Seller, including without limitation, travel and lodging expenses.

Customer Responsibilities. Customer agrees to cooperate reasonably at all times during Seller’s performance of the Services, and Customer warrants that it will provide timely responses, approvals, authorizations, access and applicable information, as necessary (“Customer Support”). Customer further acknowledges and agrees that Seller’s performance of the Services is dependent on Customer’s timely and accurate fulfillment of the foregoing warranty obligations. Customer shall ensure that at all times during performance of Services at a site designated by Customer for such performance (“Customer Site”), Customer maintains adequate insurance coverage to protect Seller, Seller’s Affiliate, Seller Personnel and the Customer Site, and Customer indemnifies and holds harmless Seller, Seller’s Affiliate, Seller Personnel from any claims that arise out of any product liability, death, or damage to any person or property and that are not solely and proximately caused by Seller’s gross negligence or willful misconduct.

Services POs. Any PO issued for Services is intended for administrative purposes only.

Services Acceptance. Seller may provide to Customer from time to time notification that certain among the Services and/or Work Product (as defined herein) are substantially complete. Upon receiving such notification, Customer has three (3) “Business Days” (meaning Monday through Friday, excluding Holidays) to evaluate such Services and/or Work Product and to indicate Customer’s Rejection or Acceptance of them (“Acceptance Period”), as follows: (a) Customer rejects such Services and/or Work Product by submitting to Seller during the Acceptance Period a written document detailing with specificity each reason for which the Services and/or Work Product are rejected (“Rejection”); or (b) Customer accepts such Services and/or Work Product either by submitting to Seller a written and signed document on Seller’s template, confirming its acceptance thereof, or by failing to reject such Services and/or Work Product prior to the expiration of the Acceptance Period (“Acceptance”). Seller shall have up to thirty (30) days after its receipt of a Rejection, or such longer period on which the Parties may agree (“Correction Period”) to correct the rejected Services and/or Work Product and to provide notification that such Services and/or Work Product are again complete, thereby initiating a new Acceptance Period.

Services Invoicing. Customer will be invoiced in accordance with the applicable SOW; provided that Seller may invoice Customer for all Services under such SOW or for a portion thereof.

Services Warranty. Seller warrants that the Services will be performed and the Work Product will be prepared in a professional and workmanlike manner consistent with good practices in the information technology services industry. Customer’s sole and exclusive remedy with respect to this warranty is for Seller, at Seller’s sole option, either: (a) as applicable, to perform again any substantially failed Service or to prepare again any substantially failed Work Product; or (b) to refund the amount paid, as applicable, for any substantially failed Service or Work Product; provided that, with respect to either option, Customer notifies Seller in writing of any such substantial failure within five (5) Business Days after performance of such Service or delivery of such Work Product, and provided that the warranty with respect to any Service or Work Product is voided if: (i) such Work Product is used in conjunction with any hardware configuration, operating environment or computer program other than one expressly specified in the applicable SOW; (ii) any portion of the Work Product is modified by anyone other than Seller or a party acting under Seller’s direction; or (iii) the failure of the Work Product is due to any bugs, defects, problems or failures of hardware caused by the negligence or user error of Customer or any third party. Customer acknowledges that any estimates related to Services performance are non-binding and are intended for planning purposes only.

Services Warranty Disclaimer. Seller disclaims all warranties: (a) that the Work Product will function other than as set forth in writing by Seller; and (b) that the operation of the Work Product will be free from interruption or errors in all circumstances.

Responsibility for Data. Seller shall have no responsibility for Customer’s data, and Customer acknowledges and agrees that at all times during performance hereunder, Customer is and shall remain solely responsible for risks to its data arising from, and for daily back-up and protection of its data, software and images against, loss, damage, corruption or destruction.

License to Work Product. As between the Parties, Seller owns all rights, including without limitation all associated intellectual property rights, in the “Work Product” (meaning all deliverables, documents, other tangible items and Services results, including any inventions, innovations, improvements, other works of authorship, and other derivative works that arise therefrom and intellectual property therein or related thereto, conceived, developed or provided by Seller in the course or as a result of performing the Services, including from time to time third party intellectual property, regardless of whether they are eligible for patent, copyright, trademark, trade secret, or other legal protection). Nothing in these Terms and Conditions is intended to grant or transfer any ownership interest in the Work Product. Customer obtains under these Terms and Conditions and the applicable SOW, upon payment in full, a non-exclusive, non-transferable, perpetual, royalty-free, license to use the Work Product for Customer’s internal purposes only.

Non-Solicitation. During the term of any SOW and for one (1) year thereafter, each Party and its Affiliates may not directly or indirectly solicit for employment, offer employment to, employ or engage as a consultant any individual who either is then employed or was employed within the preceding three (3) months by the other Party or any of the other Party’s Affiliates (“Employing Entity”) and who was in any way engaged in or involved with the provision of Services under such SOW unless and until such Party pays to the Employing Entity as liquidated damages and not as a penalty, an amount equal to the aggregate salary and wages (including bonus) paid by the Employing Entity to such individual during the six (6) months immediately preceding the date such individual is employed or engaged by such Party; provided that if such individual at the time he or she first discusses such employment or engagement with such Party is subject to or bound by any written employment agreement or non-competition covenant with the Employing Entity, this provision shall not authorize such Party to employ or engage such individual in violation of any such employment agreement or non-competition covenant or limit such Party’s liability for damages in the event that such Party employs or engages such individual in violation thereof. Notwithstanding the foregoing, this provision shall not prohibit either Party from hiring any individual who initiates contact with such Party by responding to a general, non-targeted solicitation, such as a job posting in a mass publication or on a website.

Payment.

Payment. Customer will pay in full the amount specified as due on each undisputed invoice, including without limitation sales taxes and any shipping charges, within the time period specified on such invoice (“Payment Timing”), measured from the date of issuance of such invoice, subject to continuing credit approval of Customer. Notwithstanding the foregoing, Payment Timing is at Seller’s sole discretion.

Late Payment. In any event of Customer’s failure to pay an undisputed amount due in accordance with these Terms and Conditions (“Payment Delinquency”), Seller has the right to charge and collect interest on such amount at the lesser of one-and-one-half percent (1½%) per month, and the highest rate legally permitted (“Interest Charge”) until paid in full. Customer also agrees to pay the Interest Charge on any disputed amounts that are withheld by Customer in good faith and that are determined to be properly due and owing to Seller, calculating from the thirty-first (31st) day after the date of issuance of the original invoice. Customer shall reimburse Seller for all reasonable expenses arising from collection of past due amounts and Interest Charges, including reasonable attorneys’ fees, filing fees, arbitration costs and court costs. Seller has the right to suspend performance hereunder during any Payment Delinquency, and any schedule will be deemed extended for the duration of such Payment Delinquency.

Financial Status. If at any time during the term of the Transaction Document there is a detrimental material change in Customer’s financial status, as determined in Seller’s sole discretion, Seller has the right to modify the Payment Timing or terminate any credit extended to Customer under these Terms and Conditions. In the event Customer does not remit payment in accordance with these Terms and Conditions or such modified Payment Timing, Seller has the right immediately: (a) to stop all provision of Sales Offerings; and/or (b) to terminate any currently effective and not expired Transaction Document.

Taxes. Customer agrees to pay all sales, use, transaction, excise, VAT or similar taxes and any Federal, state or local fees or charges (“Taxes”) that may become due in connection with Customer’s purchase of the Sales Offerings, except for taxes on Seller’s income, assets, or net worth. In lieu thereof, Customer may provide to Seller a tax exemption certificate acceptable to Seller and the applicable taxing authority. Customer will reimburse Seller for all such Taxes paid by Seller for which Customer is responsible hereunder.

Credits. Any credit that is issued to Customer for any reason and that is not used by Customer to purchase Sales Offerings within a period of two (2) years measured from the date of issuance shall expire.

Confidentiality.

Purpose of Disclosure. Each Party (“Discloser”) may disclose certain of its “Confidential Information” (meaning information that is owned or possessed by a Party, its Affiliates or its or their Personnel, that either is marked as “confidential” or “proprietary” or otherwise due to its nature reasonably would be deemed to be confidential, and that is disclosed to, or accessed by, the other Party) to the other Party (“Receiver”), and Receiver agrees that it will only use Discloser’s Confidential Information for the purposes contemplated hereunder.

Non-Confidential Information. No information disclosed hereunder will be considered Confidential Information to the extent such information: (a) is in the public domain through no fault of a receiving Party; (b) was in the possession of the receiving Party prior to such disclosure; (c) was independently developed by the receiving Party’s Personnel with no prior access to such information; or (d) was rightfully received by a Party from a third party without breach of any obligation of confidence.

Receiver Disclosures Permitted. Each Party, as Receiver, further agrees that it will only disclose Discloser’s Confidential Information to Receiver’s Personnel or financial, legal or business advisors who are themselves bound to obligations of confidentiality substantially consistent with those specified herein; provided that if Receiver is compelled to disclose Discloser’s Confidential Information by law, rule, regulation or judicial, regulatory or other governmental authority, Receiver will provide Discloser with prompt Notice of any such compulsion, will provide the maximum allowable opportunity for Discloser to seek a protective order or measure to bar such disclosure, will disclose only the Confidential Information that is required to be disclosed, and will make reasonable efforts to ensure that such disclosed Confidential Information is protected to the fullest extent possible under the circumstances.

Period of Confidentiality. Each Party, as Receiver, agrees: (i) that, for a period of three (3) years from the date of any disclosure of Discloser’s Confidential Information, it will maintain the confidentiality of such Confidential Information in a manner that is at least as protective as Receiver maintains its own confidential information, and that in no event will be inconsistent with a standard of reasonable care; and (ii) that, upon Discloser’s request, it will return or destroy any extant Confidential Information disclosed by Discloser.

Injunctive Relief. In the event of Receiver’s breach of these Terms and Conditions, Discloser may suffer irreparable harm and have no adequate remedy at law. In such event, or when encountering risk of such event, Discloser shall be entitled, in addition to any and all other remedies, to seek injunctive relief, specific performance, and other equitable remedies without the need to prove monetary damages or the inadequacy of other remedies.

Disclaimed Warranties.

Except as set forth herein, and subject to applicable law, Seller makes no other, and expressly disclaims all other, conditions, covenants, representations and warranties of every kind, whether express or implied, including without limitation any warranties or representations related to accuracy, durability, fitness for a particular purpose, merchantability, non-infringement, or applicability of laws or regulations associated with the Products or their manufacture or packaging, arising by law, by reason of custom, from usage in the trade, or from course of prior dealing. Customer acknowledges and agrees that any information or advice given by Seller or Seller’s Affiliate or Personnel shall not be deemed to create or in any way increase the scope of the warranties set forth herein and that Customer shall not rely on any such information or advice. Seller further disclaims representations, warranties or assurances that the Products are designed for, or suitable for use in: (a) any aircraft or automobile, including any safety or navigation devices related thereto; (b) any life support or other healthcare delivery systems or medical devices; (c) any nuclear facilities; (d) any weapon systems or other military or policing devices; or (e) any other high risk environment or manner that could reasonably be expected to result in personal injury, death or property damage (“High Risk Use”). Customer agrees to comply with any manufacturer requirements and restrictions and to accept any manufacturer disclaimers related to any High Risk Use. Customer takes sole responsibility for, and agrees to indemnify and hold harmless Seller and Seller’s Affiliates and Personnel from any claim arising from, Customer’s High Risk Use.

Limitation of Liability.

Under no circumstances, and notwithstanding the failure of essential purpose of any remedy set forth herein, will Seller, its Affiliates, or any of their Personnel ever be liable for consequential, exemplary, incidental, indirect, punitive, or special damages (including, without limitation, loss of business, market, profits, revenues, savings, or goodwill) even if advised of the possibility of such damages or if such damages were otherwise foreseeable and regardless of the theory of liability. The maximum liability of Seller, its Affiliates and any of their Personnel hereunder, arising from any theory of liability, will be the lesser of: (a) the total amount paid to Seller for the specific Sales Offering(s) giving rise to the claim; and (b) twenty-five thousand dollars ($25,000).

Arbitration.

Any dispute that arises from or under these Terms and Conditions or the applicable Transaction Document or that relates directly or indirectly to the relationship between the Parties and that cannot be resolved amicably within thirty (30) days shall be resolved by binding arbitration before a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. Judgment on any award arising from such arbitration may be entered in any court of competent jurisdiction. Discovery may be performed according to the Federal Rules of Civil Procedure. The fees and expenses of the arbitration shall be borne equally by the Parties but may be awarded, together with reasonable attorneys’ fees and expenses, to the prevailing Party (if any) in the informed discretion of the arbitrator. Notwithstanding anything to the contrary set forth herein, either Party may seek injunctive or other equitable relief at any time in federal or state court. The forum for any such arbitration and for any such court shall be located in King County, Washington. Customer agrees that it shall not join or lead any class of claimants pursuing any claim related to the subject matter of this Agreement or the Transaction Document.

Notice.

Any notice required or permitted under these Terms and Conditions shall be deemed valid and to have been duly given when: (i) delivered by hand with written confirmation of receipt; (ii) sent by facsimile with written confirmation of receipt; or (iii) delivered by a nationally recognized overnight delivery service with package tracking (“Notice”). The address for Notice to Customer shall be either Customer’s corporate headquarters or Customer’s address set forth in the applicable Transaction Document; the address for Notice to Seller shall be as set forth below:

nfrastructure Technologies, LLC
5 Enterprise Avenue
Clifton Park, NY 12065
Attn: Chief Operating Officer

With a copy to:

nfrastructure Technologies, LLC
1102 15th Street S.W., Suite 102
Auburn, WA 98001-6509
Attn: Director, Business & Legal Affairs

Term and Termination.

Term. The “Term” (meaning the period of time during which, as applicable, the Transaction Document or this Agreement is in full force and effect) of each Transaction Document shall commence on the Agreement Effective Date. Both the Transaction Document and this Agreement shall expire upon the completion of the Parties’ performance and payment obligations thereunder.

Termination for Cause. Seller may terminate the Transaction Document and this Agreement immediately upon Notice if Customer: (a) terminates or suspends its business; (b) becomes insolvent; (c) becomes subject to any bankruptcy or insolvency proceeding under federal or state statute; (d) becomes subject to direct control by a trustee, receiver or similar authority; (e) has a controlling interest in its voting stock acquired by a third party; or (f) sells or transfers all or substantially all of its assets. Customer may terminate the Transaction Document and this Agreement immediately upon Notice if Seller: (i) terminates or suspends its business; (ii) becomes insolvent; (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statute; or (iv) becomes subject to direct control by a trustee, receiver or similar authority. Seller may terminate the Transaction Document and/or this Agreement ten (10) days after Notice of a payment default and otherwise either Party may terminate the Transaction Document and/or this Agreement thirty (30) days after Notice of any material breach of an obligation under these Terms and Conditions (in either case, a “Notice Period”); provided that such breach is not cured within such Notice Period.

Termination of Purchase Order for Convenience. Customer may cancel within three (3) business days after receipt by Seller any Purchase Order for Products: (a) that appear in Seller’s currently published catalog; (b) that were not modified according to Customer’s specifications or request; and (c) that are not, in Seller’s sole opinion, aged or out of use inventory. Any such cancellation shall not relieve Customer of its obligations to pay for all Products shipped, Product Support initiated, and Services performed hereunder. Seller may terminate any Executed Purchase Order for Products or Product Support that are not commercially available; Customer’s sole remedy, and Seller’s sole obligation with respect to such terminated Purchase Order is to refund Customer any amounts paid for such unavailable Products or Product Support.

Termination of SOW for Convenience. Except as otherwise specified in the SOW, Seller may terminate the SOW for convenience upon fourteen (14) days’ prior Notice to Customer.

Effect of Termination of SOW. If the SOW is terminated for any reason, Customer agrees to pay Seller all fees due and to reimburse Seller for authorized expenses incurred up to and including the effective date of termination.

Conflict with SOW. In the event of a conflict between these Terms and Conditions and the terms and conditions of the SOW, these Terms and Conditions shall control; provided that any provision in the SOW that expressly states that it is intended to supersede a specified provision of these Terms and Conditions shall supersede solely with respect to such SOW.

Miscellaneous.

Amendments. These Terms and Conditions may be amended only in a writing executed by authorized representatives of both Parties (“Amendment”).

Assignment. Seller may assign the Transaction Document, these Terms and Conditions, or any portion of its rights and responsibilities hereunder, including its right to receive payments, without Customer’s consent. Customer may not assign the Transaction Document, these Terms and Conditions or any of its rights or responsibilities without Seller’s prior written consent. Any attempted assignment other than as expressly authorized hereunder shall be void and of no force or effect. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their permitted successors, assigns, heirs and legal representatives.

Attorney Fees and Expenses. Except as otherwise provided herein, in any claim or dispute under these Terms and Conditions, the prevailing Party will be entitled to an award by the arbitrators or the court, as applicable, of reasonable attorneys’ fees and related out of pocket costs and disbursements.

Counterparts. The Transaction Document and any Change Order may be executed in multiple counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same Transaction Document.

Electronic Records. Customer hereby consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet.

Entire Agreement. Subject to the control of any Separate Agreement, as set forth in the preamble of these Terms and Conditions, these Terms and Conditions, the Transaction Document and any amendments thereto together set forth the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersede and replace in their entirety any and all other prior and contemporaneous agreements and understandings, whether oral, written or implied, if any, between the Parties with respect to the subject matter hereof.

Force Majeure. Seller shall not be held liable, and shall not be deemed to have breached its obligations under these Terms and Conditions or the Transaction Document by reason of any delay or failure in performance caused in whole or in part by any circumstances beyond its reasonable control, including, without limitation, the following: accidents, fires, floods, severe weather, or other acts of God or nature; sabotage, riot, insurrection, war or other acts or threatened acts of violence or terrorism; embargoes, quarantine restrictions, changing laws or regulations or other government actions or requirements; carrier, labor or supplier interruptions or stoppages, or other third party delays; equipment or network outages or failures (“Force Majeure Event”). In the event of Seller’s delay or failure in performance due to a Force Majeure Event, Seller agrees to make commercially reasonable efforts to minimize the hindering effect of such Force Majeure Event and resume performance with commercially reasonable dispatch.

Governing Law. The Transaction Document, these Terms and Conditions, and any disputes, litigation, arbitration or enforcements directly or indirectly related thereto shall be construed and interpreted in accordance with, and the rights of the Parties shall be governed by, the substantive laws of the State of Washington, without giving effect to any conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any Sale hereunder.

Forum. The Parties hereby agree that any suit, legal claim, or other court action arising out of the Transaction Document or these Terms and Conditions shall be brought exclusively in either the Superior Court or Federal Court in King County, Washington, and both Parties consent and submit to the jurisdiction thereof and waive any rights to change venue.

Headings. The headings stated in these Terms and Conditions are for convenience of reference only, shall not be deemed to be a part of these Terms and Conditions, and shall not have any bearing on the construction or interpretation hereof.

Independent Contractors. Each Party is an independent contractor, not an employee or employer of the other Party, and not a joint venture or partner with the other Party.

Posted Descriptions. Any descriptions of Products, Product Support or Services displayed or posted other than in a Transaction Document, including without limitation on this or any other website or mobile application, are excluded from and do not constitute a part of this Agreement or, except as expressly specified in the Transaction Document, the Transaction Document.

Preparation of Agreement. There will be no presumption against either Party on the ground that such Party was responsible for preparing all or any part of the Transaction Document or these Terms and Conditions.

Sales Limitations. Seller reserves the right to prohibit sales to resellers or for any other reason and to limit the quantity of Products sold to Customer.

Severability. If any provision of the Transaction Document or these Terms and Conditions or the application thereof is found to be invalid, illegal, or unenforceable, such finding shall not have any effect on any other provision of the Transaction Document or these Terms and Conditions, it being the intent and agreement of the Parties hereto that in the event of such finding, the Transaction Document or these Terms and Conditions shall be deemed amended either by modification of such provision to the extent necessary to render such provision valid, legal, and enforceable, while preserving its intent, or, if such modification is not possible, by substitution of such provision with another provision that is valid, legal, and enforceable and that achieves the same objective.

Subcontracting. Seller may subcontract any of its rights or obligations hereunder, provided that notwithstanding such subcontracting, Seller shall remain fully obligated and responsible both for its and its subcontractors’ performance hereunder.

Survival. In the event of the expiration or termination of the Transaction Document, those provisions whose nature, meaning or intent indicate an expectation of survival shall survive.

Third Party Beneficiaries. These Terms and Conditions and the Transaction Document are not intended to benefit any party except the Parties.

Waiver of Remedies. No delay or failure by either Party to exercise or enforce any right hereunder shall be considered a waiver of such right or of any other right under the Transaction Document or these Terms and Conditions. No claim may be asserted by either Party against the other Party with respect to any event, act, omission or otherwise that occurred more than one (1) year prior to the assertion of such claim.


Terms and Conditions of Site Use

nfrastructure Technologies, LLC (“Nfrastructure”) offers you the use of this website (the “Site”) conditioned on your acceptance of the terms contained herein (the “Terms”). Your use of the Site represents that acceptance. If you do not agree with the Terms, do not access this Site.

Terms of Use.

Nfrastructure grants you a limited license to access and use the Site for your personal, non-commercial use, which may include displaying, copying, and downloading its content for such use. You may not modify the Site, its content, any copyrighted materials, or other proprietary content. The license to use the Site terminates automatically if you breach these Terms, and Nfrastructure may accordingly restrict, disable, suspend or terminate your access to all or part of the Site at any time in Nfrastructure’s sole discretion and without prior notice.

As a condition of your use of this Site, you may not: (1) modify, distribute, display, transfer, post, or transmit the Site or its content without Nfrastructure’s prior written permission; (2) use the Site for any purpose that is unlawful; (3) use the Site for any non-personal or commercial activities; (4) use the Site in any manner which could damage, disable, overburden, or impair the Site, or interfere with any other party's use of the Site; (5) obtain or attempt to obtain or copy any content or information not intentionally made available through the Site, by, for example, the use of monitoring, data mining, robots, spiders, or similar data gathering and extraction tools; or (6) transmit inappropriate material to or through the Site, including material that is threatening, defamatory, sexually graphic, inflammatory, or profane. Nfrastructure may edit or remove any transmission it deems inappropriate.

PRIVACY

Except as otherwise set forth in Nfrastructure’s Privacy Policy, Nfrastructure will not treat non-personal information you transmit to the Site as confidential or proprietary. You agree that Nfrastructure may use any non-personal information you transmit to the Site for any lawful purpose.

LIABILITY DISCLAIMER AS TO ACCURACY

Despite Nfrastructure’s efforts, the information, software, products, and services (“Information”) included in or available through the Site may include inaccuracies or typographical errors. Nfrastructure makes no representations about the suitability, reliability, availability, timeliness, or accuracy of the Information or related graphics contained on the Site. To the maximum extent permitted by law, all Information is provided “as is” without warranty or condition of any kind. Nfrastructure disclaims all warranties and conditions regarding this Information and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

Except as otherwise required by applicable law, in no event shall Nfrastructure be liable for any direct, indirect, punitive, incidental, special, consequential or any other damages whatsoever, including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the use or performance of the Site, with the delay or inability to use the Site or related services, with the provision of or failure to provide services, or with any Information, software, products, services, or related graphics obtained through the Site or otherwise arising out of the use of the Site, whether based on contract, tort, negligence, strict liability or otherwise, even if Nfrastructure has been advised of the possibility of damages.

INDEMNIFICATION

By use of the Site you agree to indemnify, defend, and hold harmless, Nfrastructure, its employees, directors, officers, agents, business partners, affiliates, contractors, and representatives from and against any and all third party claims, demands, liabilities, costs, and expenses, including reasonable attorney's fees and costs, arising from, or related to, your breach of these Terms.

LINKS TO THIRD PARTY SITES

The Site may contain links to other websites that are not under the control of Nfrastructure (“Linked Sites”). Nfrastructure is not responsible for the content, accuracy or safety of any Linked Sites, including any links that appear on or are accessible via the Linked Sites. You acknowledge and agree that your access to, or use of, any Linked Site is solely at your own risk.

INTERNATIONAL USERS

Nfrastructure makes no claims regarding the access to, or use of, the Site or its content outside the United States. If you access or use the Site or its content outside the United States, you are responsible for compliance with all applicable laws and regulations.

PROTECTED INFORMATION AND MATERIAL

The Site contains content that is protected by copyright, patent, trademark and/or other proprietary rights laws of the United States and/or other jurisdictions. The content, including all intellectual property rights therein, is owned by Nfrastructure or third parties. Except as expressly set forth in these Terms, all rights to the content are reserved.

All trademarks, images, and company and product names that appear on the Site (“Marks”) are the property of their owners and are displayed with permission. Nothing in these Terms is intended to transfer ownership rights or grant any permission, license or other rights to any Marks. Any rights to the Marks not expressly granted hereunder are reserved.

WHOLE AGREEMENT

These Terms constitute the entire agreement between you and Nfrastructure, replacing any and all prior agreements, with respect to your use of the Site.

MODIFICATION OF THESE TERMS WITHOUT NOTICE

Nfrastructure reserves the right to modify these Terms in its sole discretion at any time without notice. Your continued use of this Site following any posting of the Terms after the Terms have been modified signifies your acceptance of, and your agreement to abide by, the modified Terms.

VENUE AND CHOICE OF LAW

Except to the extent superseded by United States federal laws governing rights to the Marks, the laws of the State of Washington shall govern these Terms without regard to its conflict of laws provisions. In the event of a dispute arising out of these Terms, you and Nfrastructure agree to submit to the exclusive jurisdiction of the courts located within King County, Washington. If any court determines that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, which will remain in full force and effect.


Copyright © 2017 by nfrastructure Technologies, LLC. This website contains the proprietary information of nfrastructure Technologies, LLC. It is protected by state and federal copyright and other laws. nfrastructure Technologies, LLC, expressly reserves all rights to disclose reproduce or utilize its content in any manner, except as otherwise agreed in writing by nfrastructure Technologies, LLC.