ClientCare 365: Terms and Conditions

This Connected Device Maintenance Contract (the, “Agreement”) is made by Springboard Automation (“Dealer”) and Customer (each a “Party” and collectively the “Parties”).

Whereas, Dealer has engaged in the sale of certain integrated products to the Customer which may include audio, video, computer network systems, and lighting, among other things (collectively, “Devices”);

Whereas, Dealer wishes to provide remote management and monitoring of Customer Devices and Customer desires to purchase monitoring and maintenance services (the “Services”) in accordance with the terms and conditions more fully set forth herein; 

NOW, THEREFORE, with the foregoing background incorporated by reference and in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Effective Date. The effective date of this Agreement shall be the date that Dealer executes this Agreement after first being executed by Customer.

2. Network Monitoring Services. In order for Dealer to deliver services, customer must purchase Araknis network and Wattbox utilizing Ovrc Pro, as recommended from Dealer. Customer subscribes to Basic, Preferred or Premium service plan. Dealer reserves the right to deliver said services by using staff, tools, and other means including third parties at Dealer’s own discretion. Services will only be delivered for equipment installed or integrated by Dealer. Dealer reserves the right to decline services because they are outside the scope of Dealer installed products, the Customer’s products have been modified by the Customer, the Customer’s products have failed due to external factors, or for any other reason at Dealer’s discretion.

3. Term and Termination. This Agreement shall be for a monthly basis and automatically renew on a month-to-month basis unless either Party provides written notice of the intent to terminate the Agreement. Either Party may terminate the Agreement at any time upon thirty (30) days written notice.

4. NO WARRANTIES OR REPRESENTATIONS. Dealer does not represent or warrant that the monitoring and maintenance services will prevent any loss, damage or injury to persons or property. Customer acknowledges and agrees that Dealer is not an insurer and this is not an insurance contract. All Devices purchased by Customer are covered by the Device warranty provided by the Dealer to the Customer in writing. Dealer hereby disclaims any warranty of merchantability or fitness for a particular purpose. Dealer may subcontract its Services to an authorized third party provider of Services and Customer hereby consents to Dealer subcontracting its services.

5. Transfer. Dealer may transfer or assign this Agreement or engage in the use of subcontractors to provide the Services. Customer shall not assign this Agreement without the written consent of Dealer.

6. Privacy. In order to provide the Services, Dealer may collect information about you and your Devices. This information may include the model and serial numbers of the Devices, the names of the rooms where you have connected Devices, your zip code and time zone, and other information about the Devices and your configuration. By entering into this Agreement and utilizing the Devices, you are consenting to sharing this information with the Dealer. Dealer may share this personal information with third parties for the sole purpose of providing Services.

7. Entire Agreement. This Agreement, together with all attachments and incorporated references herein, contains the entire agreement between the Parties with regard to the matters addressed in this Agreement and shall be binding upon and inure to the benefit of the executors, administrators, personal representatives, heirs, authorized successors and permitted assigns of each.  The Parties shall not be bound by or be liable for any statement, representation, promise, inducement, or understanding of any kind or any nature concerning the subject matter hereof not set forth or provided for herein. This Agreement may not be altered, amended, modified or otherwise changed in any respect except by an instrument in writing duly executed by authorized representatives of each of the Parties.

8. Billing. By signing this agreement Customer authorizes Dealer to charge the designated credit card on the 5th of each month.  If the noted payment date falls on a weekend or holiday, Customer understands that payments may be executed on the next business day.  The charge will appear on Customer's credit card statement with no prior notification provided unless the date or amount changes, in which case the Customer will receive notice from Dealer 10 days prior to the payment being collected.  Customer understands this authorization will remain in effect until he or she cancels in writing.  Customer agrees to notify Springboard Media in writing of any changes in to account information or termination of this authorization at least 30 days prior to the next billing date.  Customer certifies that he or she is an authorized user of this Credit Card and will not dispute these scheduled transactions; so long as the transactions correspond to the terms indicated in this authorization form.

9. System Warranty and Service Rates.

The client is eligible for all relevant manufacturers’ warranties associated with products acquired for the system. If a replacement product is needed and the original model has been discontinued or is not available, Springboard Media will provide a suitable replacement product that matches the original's performance and quality, at its sole discretion.

Moreover, Springboard Media guarantees the system's performance for a one-year period from the installation date at no additional cost except if there are travel expenses over 30 miles from Springboard Media (billed separately). In this event, additional travel, toll, lodging, and per diem expenses may apply, plus a 15% administrative fee. Outside Springboard Media's warranty, if materials still fall under manufacturers' warranties but the manufacturer does not cover the labor or travel cost, these costs will be billed separately. Any further labor, product, or other costs beyond this Agreement's scope will be invoiced as incurred and due upon receipt.

Rates for on-site service calls (subject to change):

• Billed hourly, Minimum 1 hour
• For brand new clients we charge 1 hour in advance

Travel rates (subject to change):

• Local (0-25 miles): No travel fee, on-site time billed at regular hourly rate.
• Drive (+25 miles): One-way travel billed, on-site time billed at regular hourly rate.
• Fly: 8hr/day round-trip travel billed, on-site time billed at regular hourly rate.
• Expenses: Direct charges like airfare, hotel, and other incidentals billed separately.

10. Working Conditions

It is the client’s responsibility to ensure that the areas where Springboard Media will work are clean, dust free, and offer easy access. Client must ensure there is adequate space for Springboard Media to unload and work. The surfaces that Springboard Media will be attaching new products to must be finished and secure. Additional visits required to complete work due to delays caused by unfinished work by others will be billed to the client at standard rates. Client shall ensure adequate access to workspace and resources (i.e. Internet, Telephone, etc.) is available at each location where services will be provided. Should there be a necessity for additional visits due to circumstances not attributable to Springboard Media, it will lead to further charges for the client.

11. Support Features

Client will be given a designated way to contact Dealer technical support, and individuals working for the Dealer may refer Client to designated support channels.

In some instances, on site work may be necessary. 20% Discount on Service Calls and Onsite System Maintenance is applicable for labor involved in resolving issues and troubleshooting the system as deployed. It is not applicable to unrelated, new projects, or new configurations or feature/design changes.

Optional Remote Toolkit requires additional hardware and installation be purchased by Customer. These tools may allow for additional remote service and troubleshooting without travel on site, in some but not all circumstances.

Service calls with Priority Scheduling will be scheduled ahead of other work to be performed at Dealer's discretion.

Weekend support will be available at Dealer's discretion with Dealer's best effort, beginning with remote troubleshooting.

12. Force Majeure

Neither Springboard Media nor the client will be liable for any failure or delay in performing an obligation described and agreed upon in this Scope of Work that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, war, terrorist act, accident, riots, pandemic, epidemic, quarantine, civil commotion, breakdown of web host, communication facilities or internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy. Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

If Springboard Media is delayed at any time in the commencement or progress of the Work described due to circumstances listed above, then the contract duration shall be extended for such a reasonable time as the Springboard Media team can determine the safest and most expedient way to complete the work promised.