iT1 General Terms and Conditions

By purchasing any products (“Products”) or services (“Services”) from iT1 Source LLC, iT1 Consultants LLC, and their affiliates, (collectively “iT1”), you agree to be bound by the then-current version of these General Terms and Conditions (“Agreement”) at the time of purchase. iT1 has the right, in its sole discretion, to revise this Agreement at any time and without notice. You and your Company are referred to in this Agreement as “Client”.

A.     Services

1. Permits/Licenses. Client will notify iT1 of all appropriate permits and licenses required to perform this Agreement. Upon notification by Client, iT1, at Client’s expense, shall obtain only such permits and licenses, unless otherwise agreed to in writing.

2. Resources to be Provided by Client. Client shall provide and make available to iT1 the following resources in (a) and (b) below, and such other additional resources as iT1 may from time-to-time reasonably request in connection with iT1’s performance of the Services:

a. Client shall designate one or more authorized Client representatives to consult with iT1 on a regular basis in connection with the Services, to contract with iT1 for SOWs, and to provide Client information reasonably requested by iT1 to enable iT1 to perform the Notwithstanding, any employee or agent of Client who orders Services from iT1 will presumptively be considered an authorized Client representative unless Client expressly indicates otherwise to iT1 in writing.

b. Should it be necessary for iT1, in the performance of the Services, to temporarily remove the personal property of Client from Client’s premises or access its computers or network, it may do so only upon the express written approval of an authorized representative of Client, except in the event of an emergency.

3. Independent Contractor. At all times in its performance of the Services, iT1 will be acting solely as an independent contractor of Client. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture between iT1 and No party hereto (nor any agent or employee of that party) shall make any representations or warranties or incur any liability on behalf of the other.

4. Personnel. Personnel provided by either party to perform the Services hereunder will at all times be considered employees or agents of the party providing such personnel and will not for any purpose be considered employees or agents of the other Each party shall assume full responsibility for the actions or inactions of the personnel it provides, and shall be solely responsible for the supervision, direction and control, salaries, workers’ compensation coverage, disability and other insurance, benefits, as well as all other legal obligations required by law relating to its personnel.

5. Subcontracting. In order to provide Services in some areas not served directly by iT1, iT1 may subcontract for on-site services provided to Client with subcontractors chosen at iT1’s sole discretion.

B.        Products

1. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify iT1’s acceptance of your order, nor does it constitute confirmation of our offer to iT1 reserves the right at any time after receipt of your order to accept or decline your order for any reason. iT1 also reserves the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. All orders placed over $2000.00 (U.S.) must obtain pre-approval with an acceptable method of payment, as established by our credit and fraud avoidance department. iT1 may require additional verifications or information before accepting any order. iT1 is a reseller to end user customers and does not accept orders from computer dealers, exporters, wholesalers, or other customers who intend to resell the Products.

2. Other Costs and Expenses. If applicable, state sales tax will be added to your invoice. Title and risk of loss shall pass to you once the Products leave the applicable iT1 shipping dock. You shall be responsible for all shipping, handling, rigging and other logistics expenses. You agree to defend, indemnify and hold iT1 harmless from and against any and all loss, liability, damage, expense, claim, demand or suit (including attorneys’ fees and court costs) of every kind and nature whatsoever (including but not limited to claims resulting from injuries or death to persons or damage to property) in any way arising out of or resulting from your maintenance, possession, operation, use, storage or movement of the Products.

3. Return Policy. iT1’s policy for returns is set forth as follows:

a. Material delivered via carrier from iT1 should under no circumstances be accepted from the carrier without the proper notification on the carrier documentation of any damage discovered upon receipt. Following receipt of damaged material, iT1 Customer Service should be notified promptly of damage discovery. Failure to note damage promptly will result in the assumption that iT1 has fulfilled its obligation to deliver such products in acceptable condition.

b. All claims or discrepancies in shipments must be made within 10 calendar days of customer’s receipt of merchandise. Please notify Customer Service at 1-800-804-6648 to make arrangements to correct your order.

c. No material should be returned without prior advance authorization from iT1’s Customer Service representatives. All return requests should be made within 10 calendar days of receipt of merchandise. iT1 will automatically grant a Return Material Authorization (RMA) for any non-conforming shipment (product which is either damaged or does not otherwise conform to the specific ordering instructions provided with your order). Return authorization, for all other returns not fitting into the non-conforming category or returned after the initial 5-day period, shall be at iT1’s sole discretion. All approved returns are subject to a re-stocking fee of 15% of the product’s original selling price.

d. Once contacted, the Customer Service representative will provide you with an RMA number and inform you of where to send your merchandise. Please write the RMA number on your packing slip and include the original packing slip with your return. C.O.D. returns will not be accepted. The RMA number will be honored for only one (1) order and must match the product authorized for return. The RMA number will be valid for thirty (30), twenty (20) or fifteen (15) days from the date the RMA was issued by iT1, depending on the RMA policy of the OEM or Distributor from which the specific item was Merchandise should be returned in its original packaging along with any certifications, instructions, etc. You are responsible for all shipping costs of product that has not been determined to be non-conforming (according to the definition above).

e. Software returns will be accepted for refund only if the product is Non-defective software that has been opened will not be accepted by iT1 for return. Defective software may be returned for exchange with the same product only. All refunds for non-defective items exclude shipping and handling charges. Please allow 2-4 weeks for refunds to be processed and credited to your account. If you are seeking a replacement of any software, please follow the RMA procedures set forth above. All items returned must be in “as-new” condition, in original packaging and with all warranty cards, manuals and accessories. The original packaging slip must be included and the RMA number visible on the package. Failure to follow these instructions could result in a delay or partial forfeiture of your refund. If part of a product becomes defective, the full product must be returned for credit or replacement.

4. Manufacturer’s Warranty. All returns and replacement of Products occurring after ten (10) days from the invoice date must be made directly with the manufacturer. Manufacturer’s warranties vary on each Product. Extended warranties may be available directly from select manufacturers. Manufacturer information is subject to change without notice. iT1 makes no representations or warranties with respect to any Products. iT1 MAKES NO REPRESENTATION OF IMPLIED OR EXPRESS WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY ISSUES RELATED TO PRODUCT WARRANTIES OR LICENSING SHALL BE AND REMAIN THE SOLE RESPONSIBILITY OF THE MANUFACTURER.

5. Service and Support.

a. All requests for technical service and support should be made directly to the manufacturer in accordance with its terms and conditions. Professional services are generally provided under specific terms and conditions. Please check with your sales representative to assist in pricing and configuration prior to placing an order that includes services.

b. Unless a different order cutoff service level was agreed to in a separate agreement, to ensure next day and second day deliveries, orders must be placed by 2:00 pm Central If an order is not received prior to 2:00 pm Central Time, iT1 will not be accountable for meeting next day or second day delivery schedules.

C.        General Terms

1. Authorized Agent. The undersigned Client representative is an authorized agent of Client and is duly empowered to enter into and make binding agreements on its behalf.

2. Irrevocable Orders. Client understands and agrees that all purchase orders issued by it to iT1 are irrevocable and non-refundable unless otherwise agreed by iT1 in writing.

3. No Implied Transfer of Intellectual Property Rights. Client and iT1 shall retain ownership of, and all right, title and interest in and to, their respective intellectual property (“IP”). No licenses for any rights or interests under any patent, license, copyright, trade name, trademark or any other source of intellectual property rights are implied or granted by iT1 to Client under this Agreement. Any responsibility for licensing or other intellectual property rights in any software or hardware included in the Deliverables shall be and remain the sole responsibility of the manufacturer. Client agrees to seek all remedies associated therewith against only the manufacturer. As between the parties, and subject to the terms and conditions of this SOW and any other applicable Agreement, iT1 retains ownership of all IP Rights in all Products provided to Client that have been previously developed or owned by iT1 (“iT1 Proprietary Technology”). The Client acquires no rights to iT1 Consulting Proprietary Technology except for the licenses or ownership interests expressly granted under this Agreement.

4. Sales/Use Tax Exemptions. Client acknowledges that it holds Sales/Use Tax licenses for the states in which services under this Agreement will be performed and Client agrees to provide iT1 with any appropriate Sales/Use tax exemption license. Client shall pay or reimburse iT1 for any and all sales, use, transaction privilege, gross receipts and like taxes including without limitation penalties and interest imposed upon iT1 or upon this Agreement or upon the providing of products or services under this Agreement, and Client shall indemnify iT1 from the failure to pay or remit any such taxes. Client agrees to indemnify and hold iT1, its officers, directors, owners, members, managers, employees, agents, successors and assigns harmless for, from and against any and all liabilities, damages, penalties, deficiencies, losses, costs and expenses whatsoever arising out of or resulting, in whole or in part from (a) any tax liability, including without limitation, federal, state, county or city taxes (as specified herein) and any assessment, penalties and interest associated therewith; and (b) any actions, suits, proceedings, demands, judgments, costs, legal expenses and other expenses incident to any of the foregoing.

5. Confidential Information. During the term of this Agreement, the parties may receive or learn information that is confidential (“Confidential Information”) of the other party. Except as expressly specified in this Agreement, the party receiving such Confidential Information shall: (i) maintain in strictest confidence such Confidential Information; (ii) not use or disclose any such Confidential Information to any person outside that party’s business organization and only disclose or permit the use of the other party’s Confidential Information on a need to know basis; and (iii) return such Confidential Information to the Originating Party upon the expiration or termination of this Agreement, or destroy the Each party hereto acknowledges that all rights, title and interests in the Originating Party’s Confidential Information is and will remain the exclusive property of the Originating Party. If any portion or all of this provision is not permitted by applicable law, then such provisions will be reformed to the maximum time and/or geographic limitations permitted by applicable law. This provision will survive termination of this Agreement and will remain in full force and effect. For purposes of the Agreement, Confidential Information means any and all confidential or proprietary information, including without limitation, documentation, tools, diagnostics, computer maintenance information, software and software information, software source code, personnel, products, testing techniques, customers, pricing, terms of sales, trade secrets, pay practices, records, files, manuals, materials, supplies, vendors, computer programs, job specifications, costing, and other information relating to the operations or business of Originating Party. Confidential Information shall not include information which: (i) is or becomes part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the Originating party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party; or (v) is disclosed by operation of law. The foregoing notwithstanding, the non-Originating Party shall be entitled to disclose Confidential Information to the extent required by law or judicial order, provided that prior written notice of such required disclosure is furnished to the Originating Party as soon as practicable in order to afford the Originating Party an opportunity to seek a protective order. For purposes of this Agreement, the term Originating Party means the party hereto from which the source information was originally obtained, regardless of the form (including without limitation written, verbal, software-based, or visual) by the non-Originating Party, and the non-Originating party shall mean all other parties to this Agreement.

6. Non-Solicitation. Client agrees during the term of this Agreement and for a period of 1 year after its termination, not to solicit, directly or indirectly (through individuals, subsidiaries, holding companies, partnerships, subcontractors, or any other financially related firms), nor to tender an offer for employment, nor place on their payrolls any employee who is or was, within one hundred eighty (180) days prior to the time of such solicitation, on iT1’s or it’s subcontractor’s In the event Client hires or contracts with an iT1 employee in violation of the terms of this paragraph, the Client agrees to pay iT1 as liquidated damages, and not as penalty, an amount equal to one year of the employee’s annual compensation. This provision for liquidated damages shall not limit remedies against the Client for any other breach of this Agreement. Client will require all agencies and/or subcontractors working on the Client’s premises with iT1 employees, or its’ subcontractors, to execute a document indicating their agreement to the terms of this paragraph. In the event of a violation of this provision by a subcontractor or other third party on Client’s premises, the Client agrees not to use the services of such individual(s) hired by such subcontractor or third party.

7. Limits of Remedy and Liability. iT1 will not be liable to Client for any general, special, indirect, incidental, consequential or punitive damages, including but not limited to loss of profits or data, regardless of the legal theory under which such damages are sought. iT1 will have no liability to Client whatsoever for any claim of Client arising from or relating to a direct or indirect failure of the network or installed hardware and/or software, whether or not such network, hardware and software is Client’s property, or is a third-party’s network, hardware or software, to the extent that, in providing Products or Services to Client, iT1 is doing so in compliance with either Client’s or any manufacturer’s or third-party vendor’s directions, drawings, instructions, or procedures. In the event iT1 provides any Product to Client that is defective, Client’s exclusive remedy will be to pursue the product’s warranty, if Under no circumstances will iT1’s liability to Client exceed the actual price paid by Client to iT1 for the Product or Service giving rise to such liability. Client further releases, waives, discharges, holds harmless, and covenants not to sue iT1 and any of its officers, directors, owners, employees, agents, successors and assigns for any and all liabilities, claims, causes of action, damages, penalties, deficiencies, losses, costs and expenses whatsoever arising from or relating to, in whole or in part: (1) any loss of data, property damage, business interruption, or any other damage arising from or relating to any data breach, security breach, or other unauthorized access to computer, electronic, or cloud-based technology systems by any unauthorized person or any party or third-party with unauthorized access or partaking in an unauthorized action; and (2) any error, omission, negligence, intentional misconduct, fraud, misrepresentation, or breach of any warranty, contract, obligation, covenant, condition, or representation by Client and its agents, employees, successors and assigns.

8. Indemnification. Client agrees to defend, indemnify, and hold harmless iT1 and its officers, directors, owners, members, managers, employees, agents, successors and assigns for, from and against any and all liabilities, damages, penalties, deficiencies, losses, costs and expenses whatsoever arising out of or resulting, in whole or in part, from any act, error, omission, claim, loss, damage, debt, obligation, negligence, intentional conduct, fraud, misrepresentation, breach of any warranty, covenant, condition, or representation of Client and its agents, employees, representatives, successors and assigns.

9. Default. In the event a material breach of this Agreement is not cured within thirty (30) days, or ten (10) days for a failure to pay, after written notice thereof given by the party not in default, in addition to all other rights and remedies either party may have at law or in equity, the non-defaulting party may, at its option, terminate this Agreement (except for such representations, obligations, and other terms that may survive termination) as of a date specified in a written notice of termination. In addition, in the event of Client’s material breach of this Agreement, then iT1 may, in its sole discretion, elect to suspend Services or withhold Products while Client remains in default rather than terminating this Agreement. In such a case, Client will remain fully responsible for all charges accrued and accruing under this Agreement.

10. Waiver, Amendments, and Modifications.  Any waiver, consent or approval whatsoever by any party of any breach or default under this Agreement, or any waiver on the part of any such party of any provisions or conditions of this Agreement, must be in writing and is effective only to the extent specifically set forth in such writing and with respect to the party against whom it is being enforced. No waiver of any term, provision or condition of this Agreement, in any one or more instances, will be deemed a waiver of any other term, provision or condition of this Agreement.

11. Termination. This Agreement may be terminated by iT1 for its convenience at any time by giving Client a thirty (30) day written notice of termination; or the Agreement may be terminated by iT1 immediately and without notice upon the occurrence of any one of the following events:

a. Any default by Client under this Agreement which is not cured within the cure period as set forth in this

b. The cessation of business activities by Client or if Client is adjudicated as bankrupt or makes a general assignment for the benefit of creditors under any insolvency act, or if a permanent receiver or trustee in bankruptcy is appointed for the property of the Client and such adjudication, assignment or appointment is not vacated within sixty (60) days.

c. If there is a substantial change in the legal or effective control of Client; a merger, consolidation or reorganization; or the sale, lease or conveyance of all or substantially all of Client’s property, assets or

12. Survival of Rights. Neither the expiration nor termination of this Agreement shall release Client from the obligation to pay any amount which may then be owing to iT1 or from the obligation to perform any other duty or discharge any other liability prior to the effective date of such expiration or termination.

13. Jurisdiction and Choice of Law. This Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Arizona, including all matters of construction, validity and performance, without respect to conflicts of law. All such actions will be filed and prosecuted in Maricopa County, Arizona, and Client expressly consents to personal jurisdiction and venue in the state and federal courts located in Maricopa County, Arizona. In the event that an action is filed involving this Agreement, the unsuccessful party shall be liable for the reasonable attorneys’ fees and other litigation costs and expenses incurred by the successful party.

14. Notices. All notices given under any of the provisions of this Agreement shall be deemed to have been given by the notifying party if mailed by first class mail to the receiving party addressed to its or his mailing address set forth above, or such other address as the parties may designate in writing, plus provided by email to iT1 at: .

15. Miscellaneous. Client may assign this Agreement in whole or in part only with the prior written consent of iT1, which consent will not be unreasonably withheld. The provisions of this Agreement are severable, and the invalidity, in whole or in part, of any provision of this Agreement will not affect the validity or enforceability of any other of its provisions.

D.     Business Credit Terms and Conditions

These terms and conditions will apply to any transaction with iT1 where Client does not have in place with iT1 a separate business credit agreement, the terms of which will supersede the terms set forth in this Section D:

  1. The undersigned Client representative is an authorized agent of Client and is duly empowered to enter into and make binding agreements on its behalf.
  2. Client will pay when due, according to the terms established by iT1, not to exceed Net 30 days from the shipment date, all invoices, statements, or any account balance due to iT1, any such payment to be made to iT1, or at such other place or places as iT1 may direct. Overdue invoices and other amounts due and owing by Client to iT1 shall accrue interest at the rate of 5% per month until paid. Client may report payment data to Dun and Bradstreet.
  3. In the event Client acquires goods from iT1 which Client finances through a lease transaction with a third party, Client will be jointly and severally liable with the lessor for the amount iT1 invoices to the lessor for the subject goods and any and all other amounts due and owing from the lessor to iT1 arising from or relating to the transaction.
  4. All orders, including but not limited to electronic and verbal orders are subject to iT1’s terms and iT1 will assign a password to Client for Internet access to Client’s account. Client shall be responsible for full payment on all orders placed by any employee or any other person who uses Client’s password to access Client’s account and place orders, submits order via email or other electronic means, or verbally authorizes an order. All orders placed with iT1 shall be presumed delivered, and promptly billed, unless notice in writing is received by iT1 within ten (10) calendar days of the date Client placed the order. Notices should be sent to Client’s iT1 sales representative, OR by contacting iT1 Customer Service department at 1-800-804-6648. Client shall inspect upon delivery any and all goods purchased from iT1 and shall inform iT1 of any non- conformity in writing within ten (10) calendar days after delivery of said goods. iT1 shall have the sole discretion to determine whether such goods are non-conforming and acceptable for return. Risk of loss and damage to goods shall pass to Client FOB destination. As security for payment of the entire balance owed, iT1 retains a security interest in the goods sold to Client. iT1 may, in any manner provided by law, perfect its security interest, reclaim the goods, and pursue any other remedies provided by law and in equity.
  5. Client authorizes iT1 to obtain banking, credit and financial information from any source at any time. iT1, in its sole discretion, may at any time cease further extensions of credit to Client.
  6. iT1 shall not be liable to Client for any non-performance or non-compliance with the terms of this Agreement in the event such non-performance or non-compliance is due to war, riot, natural disaster, strikes, governmental actions, acts of God, or any other occurrence, which is not directly attributable to iT1. The failure of iT1 to require Client’s performance of any provision hereunder shall in no way affect the full right to require such performance at any time in the No waiver by iT1 of any breach of any provision of this Agreement shall be taken or held to be a waiver of any succeeding breach of any such provision or as a waiver of any other of iT1’s rights hereunder.
  7. If Client pays for any goods by credit card and the credit card payment is dishonored or fails to result in the credit card company issuing full payment to iT1 for any reason, and Client fails to cure the dishonor or otherwise provide full payment to iT1 for the goods at issue within five (5) calendar days of the dishonored payment transaction, then iT1 shall have the right to: a) declare all amounts Client owes to iT1 to be immediately due and payable; and b) assert any and all rights and remedies available to it in law and iT1 also reserves the right to cancel, hold or redirect any and all goods on order and in transit immediately upon the discovery of the dishonor or failure of payment.
  8. Should any transaction created/initiated by the Client or any Client employee become deemed fraudulent by the Client, iT1 is not responsible for any loss to Client and Client shall remain responsible to iT1 for any charges incurred by Client’s employees.