IT Bundled Offering Terms & Conditions

Client hereby acknowledges that they have read and accept all terms and conditions of these documents and that these documents as provided on this web portal and the referenced IT Service Agreement Description of Services are hereby fully incorporated by reference in this IT Services Agreement.

Offsite Backup/Disaster Recovery and Hosting, Vision System Monitoring and Vision Health Check (IT Bundled Offerings)

1. For Full Sail Partners IT Bundled Offering, only services specifically documented in the Service Description of this IT Services Agreement shall be provided by FSP.
2. No services under the Full Sail Partners IT Bundled Offerings shall include services necessary to accommodate Client’s access to the Internet or Client’s use of software or hardware requiring special configuration. FSP requires that client provides for and is responsible for any and all resources or otherwise that is not specifically documented in the Service Description of the IT Services Agreement. This includes but is not limited to dedicated internet access, open ports to secure access to services on Client servers and adequate backup software and medium.
3. Any and all use, services, access or other resources as required to connect, use, and be provided the services under the Service Description of the IT Services Agreement are the sole responsibility of Client and Full Sail Partners is not liable nor will provide any of these services without agreed upon compensation to Full Sail Partners under separate agreements to be executed to the agreement of both parties.
4. Client is responsible for reviewing and addressing all exception and error reports as provided to Client under the Service Description of the IT Services Agreement and notifying Full Sail Partners to provide additional services based on monitoring reports of Client’s systems. In most cases exception reports are provided to Client for Client to take corrective action with hardware, backups, restoring of data and data housekeeping unless this service is specifically contracted for from Full Sail Partners. Full Sail Partners will not be liable for nor responsible for Clients failure to address issues as presented on exception or error reports where Client has not specifically contracted for Full Sail Partners to take corrective action based on such existence of such exceptions or errors.
5. Client Data stored by Full Sail Partners is protected with sophisticated data encryption technology and password protection. Full Sail Partners does not allow access to Client data stored on Full Sail Partners computer resources by unauthorized parties, including Full Sail Partners personnel not authorized to provide services under the Service Description of the IT Services Agreement. In the event that Client requests that Full Sail Partners access Client data, such as in the event of an emergency data restoration for which client may require assistance, Client will be required to provide password verification to Full Sail Partners staff. Full Sail Partners will not be held liable for loss of password(s), loss or damaged recovery codes and does NOT maintain client passwords.
6. The Client is responsible for the cost and maintenance of all communication circuits required for data file transmission and system access. All data files shall be transmitted over communication circuits of Client, which are wholly beyond the control and jurisdiction of Full Sail Partners and are maintained by the communication companies engaged for service by the Client. If these communication circuits are not functional for any reason, the data files may not accurately or completely reach Full Sail Partners facilities or equipment. Full Sail Partners cannot be held liable for the lack of continued operation or functioning of these communication circuits nor the reliability of data files being received over them.
7. Full Sail Partners claims that the use of its services will increase the probability that lost, damaged or destroyed files, data or information maintained at the Clients premise, may be successfully restored using backups stored on Full Sail Partners servers. Nevertheless, Full Sail Partners makes no guarantee of warrant that the system and services will avert, avoid or prevent the loss of files, data or information of the consequences therefore, which the system or service is designed to provide due to any combination of natural disasters, technological failures and or human activities.
   Further, Full Sail Partners shall not be liable for nonperformance, delay, errors, data loss or other loss caused by any event reasonably beyond the company control including, but not limited to acts of God, war, hostilities, revolution, civil disorder, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo or any law, proclamation, regulation, ordinance or other act or order of any court, government or governmental agency.
   In the event the Full Sail Partners should be found liable in any respect for loss, damage or injury due to a failure of the equipment, software or services provided under this agreement, it's liability shall be limited to the greater of the amount of annual subscription or service fees under the IT Services Agreement or $500.00, as the agreed upon liquidated damages and not as a penalty.
8. Full Sail Partners will invoice Client for the entire annual subscription service at time of acceptance of the IT Services Agreement. Client is required to remit all future payments upon receipt of invoice. Full Sail Partners reserves the right to suspend services if payments for future renewal billing are not received prior to the start of the term of service. Full Sail Partners shall not be liable for loss by Client for suspending services due to lack of timely payment by Client to Full Sail Partners for same service Term.
9. This agreement for services carries a Term for annual subscription for services invoiced annually. The term will not exceed 2 years, but the IT Services Agreement will automatically renew on an annual basis at the end of the Term. At the end of the Term, Client must notify Full Sail Partners no less than 35 days prior to the commencement of the next service year with its intent to terminate services. Client may not terminate the agreement during the term without providing in writing cause for termination and provide Full Sail Partners a reasonable amount of time to remedy the cause as documented by Client (48 hours). Notwithstanding the terms and conditions set forth herein, after the expiration of the Term of this agreement Full Sail Partners may, at any time, increase the fees and charges upon giving the Client notice in writing. In the event the Client shall be unwilling to pay the increased annual charge, the Client may terminate this agreement upon giving notice in writing to the company.
10. Full Sail Partners shall not be liable for claims made against the Client or Full Sail Partners arising out of the Client’s use of the programs, the inventions, and/or the services, and the Client hereby indemnifies, defends and holds Full Sail Partners and its owners, employees, agents and affiliates, harmless from and against any and all claims, of every nature or type, that may be brought or asserted against Full Sail Partners or any of Full Sail Members owners, employees, agents or affiliates by any other party arising out of (i) Client’s use of the programs, the inventions, and/or the services, (ii) Client’s breach of its obligations, duties and responsibilities under this agreement, or (iii) any breach or default by Client under any representations, warranties, guarantees, or other written or oral statements made by or on behalf of Client or any person under the control of Client, including agents of the Client.
11. The Client is expressly prohibited from manipulating the use of the storage service for the storage, possession or transmission of any information, the possession, creation or transmission of which violates any Federal, State or local law. Full Sail Partners will use reasonable efforts to prevent the unauthorized disclosure of your confidential information and data. The company will not seek to decrypt your data. The company, however, will not be responsible for any matter beyond its reasonable control, including, without limitation, unauthorized electronic access of your confidential information or data. In the event that Full Sail Partners is served a subpoena or is otherwise legally compelled to provide access to your data, Full Sail Partners will provide you with notice of the same as soon as practical to enable you to take action you deem necessary to prevent any such access.
12. The person accepting this agreement warrants he/she has the authority to enter into this agreement on behalf of Client and that Client will be bound by the terms of this agreement.
13. These terms and conditions shall inure and be binding upon the successors and assigns of the parties hereto. Client is not allowed to assign or transfer any of its rights or obligations under these terms and conditions. Full Sail Partners reserve the right to assign or transfer any information or software contained or referred to therein to any third party without notice and without imposing terms to Client’s benefit.
14. These terms and conditions constitute the entire agreement between Client and Full Sail Partners with respect to the subject matter herein and supersede any and all prior or contemporaneous oral or written agreements. If any part of these terms and conditions is held invalid or unenforceable, that part shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining parts shall remain in full force and effect.
15. The parties agree this Agreement is governed by and construed under the laws of the State of Colorado, and Client agree that any dispute arising from or relating to this Agreement shall be brought in the exclusive jurisdiction of the state and federal courts of Denver County, Colorado. The prevailing party in any such proceeding shall be entitled to recover its costs and expenses incurred in such proceeding, including but not limited to reasonable attorneys' fees, witness fees and collections costs. Client hereby waives any claims that Client might otherwise have had based on the laws of any other jurisdiction.