AIS Standard Agreement Terms & Conditions

AIS Terms

1. Contract Term: 36 months, unless otherwise specified in proposal
2. Description of Services: Services are defined as one or more of various engagements between AIS and a Customer, including but not limited to projects, consulting, and ongoing support. AIS may change its service offerings within 30 days of notice to Customer but any such change will not materially degrade the services during the minimum contract duration indicated above or during this 30 days period whichever comes later. Hosting services and software is provided directly to the Customer .
3. Assumptions: Customer agrees that it understands and can meet the assumptions listed in the attached contract or proposal. If Customer fails to meet or understand these assumptions AIS may discontinue services or work with Customer to establish additional, separate, scopes of work to resolve any issues related to the assumptions.
4. AIS Support Obligations: AIS will make reasonable efforts to respond and assist the Customer with issues directly related to the services outlined in this contract including troubleshooting and account creation. AIS is not responsible for resolving issues stemming from issues with the Customer’s desktops, servers, internet connection, or other network infrastructure.
5. Payment to AIS: Customer agrees to pay the amount due based on support services requested, number of licenses, and the pricing outlined in this document. The pricing outlined in this document is for reference only. Configuration changes may result in different support and licensing costs. Customer will be invoiced monthly based on NET 30 terms.

Disclaimer of Warranty

AIS makes no warranties or representations as to the services or software that AIS may provide. All implied warranties and conditions, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement are disclaimed.

Limitation of Liability & Disclaimer of Damages

1. There may be situations in which, as a result of material breach or other liability, Customer is entitled to make a claim for damages against AIS. In each situation, regardless of the form of the legal action (e.g. contract or tort claims), AIS is not responsible beyond the amount of any direct damages up to the amount paid by the Customer for the services in the last 12 months.

2. In no circumstances is AIS responsible for any reason (even if AIS knows of the possibility of such damage or loss):

   A. Loss of or damage to data

   B. Lost profits, lost business or amounts incurred to resolve issues stemming from services provided (including customer resources, third-party consulting, hardware, or software)

   C. Other special, consequential, or indirect damages (including without limitation losses associated with the inability to use the service).

Other General Terms

1. Governing Law and Exclusive Jurisdiction: This agreement is governed by substantive laws of the State of Illinois, without regard to conflicts of law principles. Any suit or legal proceeding may only be brought in the federal or state courts of Chicago, Illinois, and Customer submits to the personal jurisdiction and venue in that state.

2. Export Compliance: Each party must comply with the export laws and regulations of the United States in providing and using the Service.

3. Entire Agreement and Changes: This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. All changes to this agreement must be in a signed writing of the parties.

4. Waivers in Writing: No modification or waiver of any term of this agreement is effective unless the parties sign it.

5. Assignment Only with Consent: Customer may not assign or transfer this agreement, whether by merger or otherwise, except with the prior written consent of AIS.

6. Enforceability: If any term of this agreement is invalid or unenforceable, the other terms remain in effect.

7. Survival of Terms: Any terms that by their nature survive termination or expiration of this agreement, will survive.

8. Force Majeure: Neither party is liable to the other for any delay during a force majeure event.

9. Other Contracts with AIS: The terms of this agreement take precedent over any other contract between Customer and AIS (regardless of specific or implied claims related to data migration, configuration, support, and hosting services in said contract).