Terms of Service
SOFTWARE LICENSE AND SERVICE AGREEMENT
This Software License and Service Agreement (“Agreement”) is entered by and between any
and all users of the Software as herein defined (“Customer”), and OSM Solutions, LLC, a
Texas limited liability company headquartered at 8711 Burnet Rd. Austin, Texas 78757
(“Vendor”). The Agreement is immediately effective upon the date that Customer first
accesses the Software (the “Effective Date”).
Vendor provides a software application known as Menuboard Manager® (the “Base
Application”), an application related to the operation of digital signage systems. The parties
have agreed that Vendor may also provide Documentation, Hardware, installation services,
Customer support, and maintenance of the Software and Hardware. Therefore, in
consideration of the mutual covenants, terms, and conditions set forth below, including those
outlined on Attachments A (which are incorporated into this Agreement by reference), the
adequacy of which consideration is hereby accepted and acknowledged, the parties agree as
TERMS AND CONDITIONS
1.1. “Store” refers to Customer physical location.
1.2. “Installed Monitors” refers to display monitors that Customer owned prior to this
agreement and monitor purchases from Vendor and which Vendor’s Menuboard
Manager® software application is installed.
1.3. “Software” refers to Vendor’s Menuboard Manager® software application, in
object code format.
1.4. “Hardware” may include, but will not be limited to, commercial display devices,
commercial mount solutions, cables, audio systems, and other audiovisual equipment.
1.5. “Authorized Platform” means the device or operating system, or both, on which
Customer is authorized to use the Software pursuant to this Agreement.
1.6. “Authorized Site” means a location where Customer is authorized to use the Software.
1.7. “Documentation” means all user manuals and other written material created by Vendor
to describe the functionality or assist in the use of the Software.
2. SOFTWARE LICENSE
2.1 License Grant. Vendor hereby grants to Customer a nonexclusive limited license to use
and publicly display the Software on Installed Monitors as necessary for Customer’s
internal business purposes, provided Customer complies with the restrictions set forth
in Section 2.2 (Restrictions on Software Rights). Such internal business purposes do not
include use by any parent, subsidiary, affiliate, or franchisee of Customer, or any other
third party, and Customer shall not permit any such use. This license may be revoked
by Vendor in accordance with the terms of this Agreement, and it will immediately
expire upon the termination of this Agreement.
2.2. Restrictions on Software Rights. Copies of the Software transferred to Customer
pursuant to this Agreement are licensed, not sold, and customer receives no title to or
ownership of any copy of the Software itself. Furthermore, Customer receives no
rights to the Software other than those specifically granted in this Section 2. Without
limiting the generality of the foregoing, Customer shall not: (a) modify, create
derivative works from, distribute, publicly perform, or sublicense the Software; (b)
use the Software for service bureau or time-sharing purposes or in any other way
allow third parties to exploit the Software; or (c) reverse engineer, decompile,
disassemble, or otherwise attempt to derive any of the Software’s source code. Use,
duplication, or disclosure by the U.S. Government is subject to restrictions as set forth
in subparagraph (c)(1) of the Commercial Computer Software – Restricted Rights
clause at FAR 52.227-19, subparagraph (c)(1)(ii) of The Rights in Technical Data and
Computer Software clause at DFARS 252.227-7013, or subparagraph (d) of the
Commercial Computer Software – Licensing at NASA FAR supplement 16-52.227-
86, or their equivalent, as applicable.
2.3. Authorized Platform. The Software requires the use of Samsung commercial displays
and Google Chrome web browsers to operate.
2.4. Authorized Site. Customer may use the Software in its stores that are located in the
United States. Additional new stores may be requested by Customer and as approved
by Vendor, with approval not being unreasonably withheld. This Agreement does not
extend to any locations outside the United States.
3. VENDOR SERVICES
3.1. Vendor will provide such products and services (“Products and Services”) as required
by any statement of work agreed by the parties, which may include but is not limited
to a quote or invoice issued by Vendor (“Statement of Work”). Upon execution, a
Statement of Work will become part of this Agreement. In the event of any conflict
with a Statement of Work, the terms of this main body of this Agreement will govern.
3.2. Starting upon delivery of the Software, Vendor will provide maintenance upgrades to
the Software on an as-needed basis. These maintenance upgrades include installing
new versions of Software to provide additional or improved functionality, or if
necessary for the security or integrity of the digital signage system. Vendor may
provide supporting Documentation as reasonably needed.
3.3. Customer shall use the Support Procedure attached hereto as Attachment A to initiate
all support requests. In response to support requests initiated by Customer, Vendor
will provide minor content changes to the Software and troubleshooting support for
Software or Hardware.
3.4. Vendor agrees to negotiate in good faith with any of Customer’s franchisees to
execute an agreement containing substantially similar terms to this Agreement
(“Franchisee Agreement”), subject to Vendor consent and approval. Unless
expressly agreed by Vendor, the provisions of this Subsection 3.4 are limited to
Customer’s franchisees that have retail stores in the USA.
4.1. Customer shall pay Vendor for Products and Services according to the terms required
by each Statement of Work. Each Statement of Work will include an Annual
Menuboard Manager® Service Contract Fee (“Subscription Fee”), which is paid by
Customer to Vendor as consideration for the license granted under this Agreement
and the right to use the Software. Subscription Fee renewals will be renewed and
invoiced annually from the date of the original invoice. The Subscription Fee is nonrefundable,
including in the event either party terminates this Agreement pursuant to
4.2. Additional fees for labor not included in a Statement of Work will be assessed on an
hourly basis. Vendor will obtain verbal or written permission from Customer prior to
performing work for which additional fees will be assessed. Additional fees may be
assessed for Vendor’s travel time to Customer sites.
4.3. Additional service fees will be assessed in the event Vendor arrives at Customer’s site to
install, replace, or repair digital signage systems and the site is inaccessible or
otherwise not ready for the installation, replacement, or repair.
4.4. Vendor shall submit itemized invoices to Customer for the payments required by this
Section 4, and all invoices will be due and payable within 30 days of Vendor’s
transmission of the invoice. Any balance remaining unpaid longer than this 30 days
will accrue interest at a rate of 5% per month.
4.5. Vendor has provided Menuboard Manager® software demonstration accounts for
Customer’s technology laboratory at no cost. Customer will not be required to
purchase service agreements for these demonstration accounts in Customer’s
technology laboratory, provided that the accounts are designated exclusively for
Customer’s internal use, testing and evaluation. If Customer violates this provision,
Vendor may invoice Customer for all applicable fees at the standard rates in effect at the
time of such violation.
5.1. “Confidential Information” refers to the following items one party to this Agreement
(“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks
“Confidential”; (b) any information Discloser orally designates as “Confidential” at
the time of disclosure, provided Discloser confirms such designation in writing
within 10 business days; (c) any object code or source code disclosed by Vendor,
whether or not marked as confidential; (d) this Agreement, whether or not marked as
confidential; and (e) any other nonpublic, sensitive information disclosed by
Discloser. Notwithstanding the foregoing, Confidential Information does not include
information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is
independently developed by Recipient without use of or reference to Confidential
Information; (iii) becomes known publicly, before or after disclosure, other than as a
result of Recipient’s improper action or inaction under this Agreement; or (iv) is
approved for release in writing by Discloser.
5.2. Nondisclosure. During the period this Agreement is in effect and at all times
afterwards, the Recipient shall not use Confidential Information for any purpose other
than to facilitate the transactions contemplated by this Agreement (the “Purpose”).
Recipient: (a) shall not disclose Confidential Information to any employee or
contractor of Recipient unless such person needs access in order to facilitate the
Purpose; and (b) shall not disclose Confidential Information to any other third party
without Discloser’s prior written consent. Without limiting the generality of the
foregoing, Recipient shall protect Confidential Information with the same degree of
care it uses to protect its own confidential information of similar nature and
importance, but with no less than reasonable care. Recipient shall promptly notify
Discloser of any misuse or misappropriation of Confidential Information that comes
to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose
Confidential Information as required by applicable law or by proper legal or
governmental authority. To the extent permitted by law, Recipient shall give Discloser
prompt notice of any such legal or governmental demand and reasonably cooperate
with Discloser in any effort to seek a protective order or otherwise to contest such
required disclosure, at Discloser’s expense. The obligations under this provision
survive the termination of this Agreement.
5.3. Injunction. Recipient agrees that breach of this Section 5 would cause Discloser
irreparable injury, for which monetary damages would not provide adequate
compensation, and that in addition to any other remedy Discloser may have at law
or in equity, Discloser will be entitled to injunctive relief against such breach or
threatened breach, without proving actual damage or posting a bond or other
security at the time such relief is requested.
5.4. Termination and Return. Upon termination of this Agreement and Discloser’s
written request, Recipient shall return all copies of Confidential Information to
Discloser or certify, in writing, the destruction thereof.
5.5. Retention of Rights. This Agreement does not transfer ownership of Confidential
Information or grant a license thereto. Except to the extent that another section of
this Agreement specifically provides to the contrary, Discloser will retain all right,
title, and interest in and to all Confidential Information.
6.1. Warranty of Function. Vendor represents and warrants that Vendor is the owner of the
Software or has the right to grant to Customer the license to use the Software in the
manner and for the purposes set forth in this Agreement without violating any rights
of a third party. Additionally, Vendor warrants that the Software will be free from
defects for the duration of this Agreement, provided that this warranty does not cover
defects in the Software media due to Customer’s misuse of the Software media or an
accident subsequent to delivery to Customer. TO THE EXTENT ANY OF THE
SOFTWARE’S FUNCTIONALITY IS DEPENDENT ON CUSTOMERPROVIDED
SOFTWARE OR OTHER SYSTEMS, VENDOR PROVIDES NO
WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE
CUSTOMER-PROVIDED SOFTWARE OR SYSTEMS AND ITS
COMPATIBILITY WITH THE SOFTWARE, AND VENDOR WILL NOT BE
LIABLE FOR ANY FAILURE OF SOFTWARE THAT RESULTS FROM A
FAILURE OF CUSTOMER-PROVIDED SOFTWARE OR SYSTEMS.
6.2. Vendor Services Warranty. Vendor represents and warrants that all services recited
in Section 3 will be performed in a professional and workmanlike manner.
6.3. Warranty of Authority to Enter Agreement. Each party represents and warrants that it
has the full right and authority to enter into, execute, and perform its obligations under
this Agreement and that no known pending or threatened claim or litigation will have
a material adverse impact on its ability to perform as required by this Agreement.
6.4. Third-Party Components. Vendor shall: (a) pass through to Customer any warranty
right it receives from a third-party provider of digital signage system components not
authored or manufactured by Vendor (“Third Party Components”); and (b) reasonably
cooperate with Customer in enforcing such rights, at Customer’s expense. VENDOR
PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO
THIRD-PARTY COMPONENTS, AND VENDOR WILL NOT BE LIABLE FOR
ANY FAILURE OF ANY THIRD-PARTY COMPONENT TO FUNCTION AS
EXPECTED OR AS INTENDED BY CUSTOMER.
6.5. Warranty Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED
ABOVE IN THIS SECTION 6, VENDOR MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING
FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR
USAGE OF TRADE.
6.6. Remedies for Breach of Warranty. In the event of breach of the warranties in
Subsections 6.1 and 6.2, Vendor shall: (a) repair the Software in question; (b) replace
the Software in question with software of substantially similar functionality; or (c) if
such attempts do not succeed after 60 days, refund all amounts paid by Customer for
such Software. The remedies stated in the preceding sentence, in conjunction with the
Customer’s right to terminate this Agreement, constitute Customer’s sole remedy and
Vendor’s maximum liability for breach of the warranty in Section 6.2.
6.7. Intellectual Property. Customer represents and warrants that it has the right to use and
display any and all intellectual property presented to Vendor or uploaded to the
Software in connection with this Agreement, including, but not limited to, trademarks,
service marks, trade dress, copyrighted materials, trade secrets, and patented materials.
7.1. Indemnification by Vendor. Vendor shall defend, indemnify, and hold harmless
Customer against any “Vendor Indemnified Claim,” meaning any third-party
allegation, threat, claim, suit, or proceeding against Customer arising out of, related
to, or alleging infringement, misappropriation, or violation of any patent, copyright,
trade secret, or other intellectual property right by the Software that is not also
covered by paragraph 7.4.
7.2. Litigation of Vendor Indemnified Claim. Vendor’s obligations set forth in Subsection
7.1 will be excused to the extent that Customer’s failure to provide prompt notice of
the Vendor Indemnified Claim or reasonably to cooperate materially prejudices the
defense. Vendor will control the defense of any Vendor Indemnified Claim including
appeals, negotiations, and any settlement or compromise thereof.
7.3 Exclusions to Vendor Indemnification. Vendor’s obligations set forth in Subsection
7.1 do not apply to the extent that a Vendor Indemnified Claim regarding intellectual
property infringement arises out of: (a) Customer’s breach of this Agreement to the
extent the infringement would not have occurred but for such breach; (b) revisions
to the Software made without Vendor’s written consent to the extent the
infringement would not have occurred but for such revision; (c) video, graphic, text,
or other content provided by Customer that is uploaded to the Software or displayed
on Installed Monitors.
7.4. Indemnification by Customer. Customer shall defend, indemnify, and hold harmless
Vendor against any “Customer Indemnified Claim,” meaning any third-party
allegation, threat, claim, suit, or proceeding against Vendor arising out of, related to,
or alleging: (a) infringement or violation of a copyright, trademark, trade secret,
privacy, or confidentiality right by written materials, images, logos, video, or other
content uploaded to the Software or displayed on Installed Monitors through
Customer’s account; (b) infringement of a patent by making or using the Software in
combination with hardware or software not provided by Vendor; (c) infringement of a
patent wholly or partially related to Customer’s feature requests; or (d) Customer’s
actions in breach of this Agreement.
7.5. Litigation of Customer Indemnified Claim. Customer’s obligations set forth in
Subsection 7.4 will be excused to the extent that Vendor’s failure to provide prompt
notice of the Customer Indemnified Claim or reasonably to cooperate materially
prejudices the defense. Customer will control the defense of any Customer
Indemnified Claim including appeals, negotiations, and any settlement or
8. LIMITATION OF LIABILITY
8.1. Dollar Cap Limitation of Liability. EXCEPT WITH RESPECT TO EITHER
PARTY’S OBLIGATIONS SET FORTH IN SECTIONS 5 AND 7, NEITHER
PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
WILL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE
PRODUCTS OR SERVICES FOR WHICH DAMAGES ARE CLAIMED.
8.2. Exclusion of Consequential Damages. EXCEPT WITH RESPECT TO EITHER
PARTY’S OBLIGATIONS SET FORTH IN SECTIONS 5 AND 7, IN NO EVENT
WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
8.3. Clarifications and Disclaimers. THE LIABILITIES LIMITED BY SECTIONS 8.1
(Dollar Cap) AND 8.2 (Exclusion of Consequential Damages) APPLY: (a) TO
LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY,
OR OTHERWISE; (c) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE
POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH
DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S
REMEDIES FAIL THEIR ESSENTIAL PURPOSE(S). If applicable law limits the
application of the provisions of this Section 8, Vendor’s liability will be limited to
the maximum extent permissible.
9. TERM AND TERMINATION
9.1. Termination by Customer. Customer may terminate this Agreement with or without
cause by giving Vendor thirty (30) days’ written notice of its intent to terminate.
9.2. Termination by Vendor. Vendor may immediately terminate this Agreement or limit
the scope of Services if any act or omission by Customer threatens Vendor’s
reputation or ability to do business. Vendor may terminate this Agreement without
cause by giving Customer thirty (30) days’ written notice of its intent to terminate.
9.3. Effects of Termination. Upon termination of this Agreement, the licenses granted in
Section 2 will terminate, and Customer shall cease all use of the Software and delete
all copies in its possession or control. The following provisions will survive
termination of this Agreement: (a) any obligation of Customer to pay for Software or
services rendered before termination; (b) Sections 5, 7, and 8; and (d) any other
provision of this Agreement that must survive to fulfill its essential purpose.
10. INDEPENDENT CONTRACTORS
The parties are independent contractors and will so represent themselves in all regards.
Neither party is the agent of the other, and neither may make commitments on the other’s
behalf. The parties agree that no Vendor employee or contractor will be an employee of
Customer, and no Customer employee or contractor will be an employee of Vendor.
Customer will be responsible for all employment rights and benefits of Customer
employees, including without limitation: (a) federal, state, and local income and
employment taxes and social security contributions; (b) workers’ compensation, health
benefits, vacation pay, holiday pay, profit sharing, retirement, pension, disability benefits,
and other health and welfare benefits, plans, or programs; and (c) insurance.
11. ALTERNATE DISPUTE RESOLUTION
11.1. Except as provided in Subsection 11.2, any claim arising out of or related to this
Agreement, including without limitation claims related to the parties’ negotiations
and inducements to enter into this Agreement, shall first be submitted in writing to the
other respective party for consideration through attempted informal resolution.
Thereafter, any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall first be submitted to mediation in good faith in Austin,
Travis County, Texas by a mediator appointed by The Company. Both parties will
share the costs of mediation.
11.2. Any such conflicts that are not resolved by mediation shall be submitted to
confidential, mandatory, binding arbitration in Austin, Texas, with the parties
sharing equally the cost of arbitration. Arbitration will proceed according to the
commercial rules of the American Arbitration Association. This Section 11.2 does
not limit either party’s right to provisional or ancillary remedies from a court of
competent jurisdiction before, during, or after the pendency of any arbitration, and
the exercise of any such remedy does not waive either party’s right to arbitration.
Judgment on an arbitration award may be entered by any court with competent
jurisdiction, as set forth in Section 12 of this Agreement.
11.3. As the sole exception to the mandatory arbitration provision in Subsection 11.2,
each party may, to the extent the other party has in any manner violated or
threatened to violate the seeking party’s intellectual property rights, seek injunctive
or other appropriate relief in any state or federal court in the state of the state of
12. CHOICE OF LAW AND JURISDICTION
This Agreement will be governed solely by the internal laws of the State of Texas,
without reference to (a) any conflicts of law principle that would apply the substantive
laws of another jurisdiction to the parties’ rights or duties or (b) other international laws.
The parties consent to the personal jurisdiction and exclusive jurisdiction of the federal
and state courts of Austin, Texas.
Notices pursuant to this Agreement shall be sent to the addresses below, or to such
others as either party may provide in writing. Such notices will be deemed received at
such addresses upon the earlier of (a) actual receipt or (b) delivery in person or by
certified mail return receipt requested.
For Vendor: OSM Solutions, LLC
8711 Burnet Rd.
Austin, TX 78757
For Customer: Mailing Address or Email Address on File
14. TECHNOLOGY EXPORT
Customer shall not: (a) permit any third party to access or use the Software in violation of
any U.S. law or regulation; or (b) export the Software or otherwise remove it from the
United States except in compliance with all applicable U.S. laws and regulations. Without
limiting the generality of the foregoing, Customer shall not permit any third party to
access or use the Software in, or export the Software to, a country subject to a United
Neither party may assign this Agreement or any of its rights or obligations hereunder
without the other party’s express written consent, except that either party may assign this
Agreement to the surviving party in a merger of that party into another entity or in an
acquisition of all or substantially all that party’s assets. An assignment authorized pursuant
to the preceding sentence shall not become effective unless and until the assignee agrees in
writing to be bound by all the assigning party’s rights and obligations set forth in this
Agreement. Except to the extent forbidden in this Section 16, this Agreement will be
binding upon and inure to the benefit of the parties’ respective successors and assigns.
16. FORCE MAJEURE
No damage, delay, failure, or default, other than a failure to pay fees when due, will
constitute a breach of this Agreement to the extent caused by electrical outage, storms,
flooding, lightning, acts of war, terrorism, hurricanes, earthquakes, other acts of God or
of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes,
or other causes beyond the performing party’s reasonable control.
To the extent permitted by applicable law, the parties hereby waive any provision of law
that would render any clause of this Agreement invalid or otherwise unenforceable in any
respect. In the event that a provision of this Agreement is held to be invalid or otherwise
unenforceable, such provision will be interpreted to fulfill its intended purpose to the
maximum extent permitted by applicable law, and the remaining provisions of this
Agreement will continue in full force and effect.
18. NO WAIVER
Neither party will be deemed to have waived any of its rights under this Agreement by
lapse of time or by any statement of representation other than by an authorized
representative in an explicit written waiver. No waiver of a breach of this Agreement
will constitute a waiver of any other breach of this Agreement. The failure of each party
to enforce any provision of this Agreement will not be deemed a waiver of the
provision(s) or of such party’s right thereafter to enforce that or any other provision.
19. CONFLICTS AMONG ATTACHMENTS
In the event of conflict with the main body of this Agreement, the main body of this
Agreement will govern. In addition, no Statement of Work or other attachment
incorporated into this Agreement after execution of this main body of this Agreement
will be construed to amend this main body unless it specifically states its intent to do so
and cites the section or sections amended.
20. EXECUTION IN COUNTERPARTS
This Agreement may be executed in one or more counterparts. Each counterpart will be an
original, but all such counterparts will constitute a single instrument.
The parties agree that the terms of this Agreement result from negotiations between them.
This Agreement will not be construed in favor of or against either party by reason of
22. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement of the parties and supersedes all prior or
contemporaneous writings, negotiations, and discussions with respect to its subject
matter. Neither party has relied upon any such prior or contemporaneous
Except where expressly allowed, this Agreement may not be modified except in a
written agreement signed by authorized representatives of both parties.
This Support Procedure is provided pursuant to the Software License and Service
Agreement by and between OSM Solutions, LLC and Customer. This Support Procedure is
incorporated into the Agreement. In the event of any conflict with this Support Procedure,
the main body of the Agreement will govern. The provisions of this Support Procedure
govern only the subject matter herein and not any other subject matter covered by the
Agreement. Capitalized terms not otherwise defined in this Support Procedure will have the
meanings given in the main body of the Agreement. Vendor may unilaterally amend this
Support Procedure from time to time by sending an amended version to Customer. Such
amendment will become effective 30 days after such notice. Customer’s continued use of
the Software after such 30-day notice period will confirm Customer’s consent to such
1. Vendor will provide support workflow documentation to Customer for training purposes.
2. In the event support is needed, Customer may initiate a support ticket with Vendor’s
support staff using the Support Chat widget at https://menuboardmanager.com or
OSMsolutions.com. Support tickets may be opened to request content changes or to
report problems with the operation of Software or Installed Monitors. Requests for
simple price corrections that are submitted between 6 pm CST Saturday – 6 pm CST
Friday will be resolved within four (24) hours from the time of support ticket
submission. More extensive content corrections will be addressed within twenty-four
(24) hours of receipt, but may not be completed within 24 hours. Requests that are
submitted between 6 pm CST Friday – 6 pm CST Saturday will be resolved when
support resumes after 6 pm CST Saturday.
a. Live Chat support widget provided 9AM-6PM CST Monday-Friday
and provides the most immediate support.
b. Toll Free Phone support is provided 9AM-6PM CST Monday-Friday at
+ 1 (844) 808-0816.
3. Vendor’s does not guarantee that it will be able to finally resolve the support request in
its initial response to Customer’s request. For example, Vendor’s support technician
will evaluate the support ticket and, if necessary, run remote diagnostic checks to
determine the best course of action, thereafter including in the Initial Response the
planned course of action.
4. In the event of a hardware failure of one or more of the Installed Monitors sold to the
customer by the Vendor, Vendor will, on behalf of Customer, initiate warranty service
with the manufacturer of the Installed Monitors. Vendor will not be required to assist
with initiating warranty service claim for Installed Monitors purchased from a third
5. If requested by Customer and at Customer’s expense per Section 4.2 of the
Agreement(Additional Fees), Vendor will dispatch a technician to the applicable
Customer site. Such dispatch will take place as soon as practicable, dependent on
technician availability. Vendor will coordinate with the technician to resolve the support
request in a timely manner.
6. In the event of a warranty hardware replacement, Customer will be responsible for
receiving the hardware shipment and for complying with any terms of the warranty,
which may include retention of the defective unit until the manufacturer schedules
pickup. Any costs or fees related to Customer’s responsibilities under this paragraph
shall be borne solely by Customer.
7. If Vendor needs to dispatch a technician to the Customer site in order to address a
support request, Customer shall provide access to the site at a mutually agreeable time.