1.) Pricing Conditions
– Quotes are valid for 30 days unless otherwise noted.
– Pricing is in USD unless otherwise noted.
– Pricing is based on 12 month contract unless otherwise noted; in event of contract less than 12 months, ISP will need to re-price.
– Prices quoted are predicated on the award of all equipment bid upon. Prices may have to be modified if a partial award is made.
– Billing is assumed to be prepaid in full, unless otherwise specified.
– Any applicable taxes will be in addition to quote given.
– Base Model Units are assumed if configuration not supplied.
2.) ISP WILL NOT BE LIABLE FOR ANY REINSTATEMENT OR RECERTIFICATION FEES IMPOSED BY ANY PARTY AT ANY TIME. ISP’S TOTAL LIABILITY FOR ANY CLAIM OF ANY TYPE WHATSOVEVER IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY ISP’S SOLE NEGLIGENCE. THE CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIM OF NEGLIGENCE WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF LIABILITY. ISP SHALL NOT BE LIABLE IN CONTRACT LAW, TORT, OR ANY OTHER THEORY OF LAW, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR CONSEQUENTIAL DAMAGE PERTAINING TO THE MAINTENANCE SERVICE OR EQUIPMENT OUTLINED IN THIS AGREEMENT. ISP WILL NOT BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE OF THE EQUIPMENT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTED FACILITIES OR EQUIPMENT, OR SERVICE DOWN-TIME COSTS. THIS LIMITATION ON LIABILITY SHALL EXTEND TO ALL CLAIMS, INCLUDING THOSE MADE BY CUSTOMER’S CUSTOMERS OR OTHER THIRD PARTIES, REGARDLESS OF CAUSE OR CIRCUMSTANCE, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR FAULT BY ISP, ANY FAILURE TO MEET SERVICE STANDARDS, OR ANY OTHER FAILURE TO PERFORM OBLIGATIONS UNDER THIS AGREEMENT.
3.) Confidentiality
If either party receives from the other party written information that is marked “Confidential” or “Proprietary” or any additional information the receiving party knows or should know is confidential or proprietary, the receiving party agrees not to use such information except in the performance of this Agreement, and to treat such information in the same manner as it treats its own confidential information and at least use commercially reasonable efforts to protect such information. The obligation to keep information confidential shall not apply to any such information that has been disclosed in publicly available sources; is in the rightful possession of the party receiving the confidential information without an obligation of confidentiality; or is required to be disclosed by operation of law; provided that notice is first given to the disclosing party and the disclosing party. Except as otherwise provided herein, the obligations not to disclose or use and to maintain the confidence of information shall be for two (2) years after the termination or expiration of this Agreement.
4.) Indemnification
Each party hereto covenants and agrees to indemnify, defend, and hold harmless the other party hereto, its affiliates and their respective owners, general partners, partners, managers, members, controlling persons, directors, officers, employees, agents and their successors and assigns (collectively, the “Indemnified Parties”) from and against, and to pay to the Indemnified Parties the amount of, all losses, claims, obligations, demands, assessments, penalties, fines, forfeitures, liabilities, costs, and other damages, including reasonable attorneys’ fees and expenses arising, directly or indirectly, from, asserted against or incurred by reason of, resulting in any manner from, or relating in any way to: (a) the actions of such party or its employees, contractors or agents relating to this Agreement and the performance of the duties set forth herein; (b) any claims by third parties arising from or relating to or in connection with the breach or alleged breach of any of the provisions hereof by the respective parties; (c) any claims by third parties based upon any representations or warranties arising out of or in connection with the respective products or services, representations, or artwork of the parties, or upon alleged patent, trademark, or copyright infringement or unfair competition in connection with the respective products or services or representations of the parties, by reason of the sponsorship; (d) acts or omissions of any firm employed by the respective parties to perform any portion of the duties or obligations contained herein; and (e) product liability or other personal injury claims which may be asserted against the respective goods or services.
Updated 03/13/2025