Infinity Concepts by Design, L.L.C. (“INFINITY”) is pleased to provide you with services under this Master Services Agreement (the “Master Agreement”). Any and all Orders, Invoices, and Service Calls are incorporated into this “Master Agreement” by and between you and INFINITY (collectively, the “Parties” or each individually a “Party”) for the services, equipment, and deliverables provided through such Orders, Invoices and Service Calls. As used herein, the words “we,” “our” and “us” refer to INFINITY and the words “Client”, “you”, and “your” refer to the entity that has signed any Order, paid any Invoice, or requested any Service Call. The Attachments to this Master Agreement further describe the duties and obligations of the Parties and are hereby incorporated by reference to this Master Agreement.
Engagement Scope and Deliverables
The engagement objective is to provide technology related services and labor (“Services”) and/or hardware, software and deliverables (“Equipment”). Client may request Services and/or Equipment hereunder by issuing to INFINITY a proposed order (in the form provided or approved by INFINITY). This proposed Order may come in the form of a Quote that was originally drafted by INFINITY. Upon INFINITY’s acceptance of a proposed order(s), such proposed order(s) shall be deemed an “Order” hereunder. This Master Agreement shall be deemed incorporated by reference to the Order by having such Order expressly provide the foregoing statement and link to this Master Agreement. A proposed order shall be deemed accepted upon the earlier of (a) INFINITY’s acceptance of such proposed order in writing; (b) INFINITY’s commencement of delivery of the Services and/or Equipment set forth in such proposed order; or (c) INFINITY’s acceptance of payment for the proposed order. By accepting the proposed order INFINITY agrees to provide Services and Equipment in conformance with the provision in the respective Order. Client may also request Services by contacting INFINITY and requesting that Services be performed. Once INFINITY has performed Services, INFINITY will Invoice client as provided herein. Client accepts this Master Agreement by execution of any proposed order, Quote, Order, payment of any Invoice, or request for a Service Call.
The following is a list of responsibilities that you understand and agree to as a part of this Master Agreement.
1.You will designate and identify (full name, position, phone number, address, and email address) to us in writing an individual to be the primary point of contact and an individual to be the secondary point of contact.
2.You are solely responsible for establishing, maintaining, and safeguarding security measures (including, without limitation, codes, passwords or other features) necessary to restrict access to your computers, servers or other equipment used in conjunction with the Services. You agree to notify INFINITY of any unauthorized use or any other breach of security within twenty-four (24) hours of such unauthorized use being known to you.
3.You agree that it is your sole responsibility to pay in accordance with the amount and Payment Terms of all Orders that are incorporated herein by reference, and any and all Invoices sent to you for the services provided by INFINITY.
INFINITY will at all times use commercially reasonable efforts to provide you with Services and Equipment, pursuant to and in conformance with the above stated Orders and Service requests.
In the event Client cancels an Order or Service request prior to INFINITY actually delivering Services or Equipment, and in the event that INFINITY incurs costs related to same, then Client shall reimburse INFINITY for such costs actually incurred. In the event of cancellation, INFINITY shall Invoice the Client for any amounts due and payable for Services rendered to Client and Equipment ordered by INFINITY prior to the effective date of cancellation.
Our fees for services provided will be billed from INFINITY to the address that we have on file (“Invoice”). Regular clients of INFINITY are extended fifteen (15) days, otherwise known as “net 15” terms, which will be maintained as long as the account is kept current. If you have any disputes with your Invoice, we ask that you contact us at (586) 782-4523 to express concerns or ask questions regarding the charges within ten (10) business days of the Invoice date. If you fail to dispute any charges in writing within ten (10) business days of the Invoice date, such charges shall be deemed accepted by you as valid. Clients that habitually pay late may, at the discretion of INFINITY, forfeit their open account privileges and may be required to pay at the time the services are rendered. Balances in excess of thirty (30) days past due will be subject to a finance charge of 1.5% per month or higher as allowable by law. If your account becomes past due and INFINITY has notified you verbally or in writing of the past due balance, INFINITY may, without advance notice, immediately cease providing any and all further Services and terminate any Equipment sales hereunder, without any liability for interruption of pending work or damages arising from a breach of this Master Agreement. If Client’s account, after default, is referred to an attorney or collection agency for collection, Client is responsible to pay all of INFINITY’ expenses incurred in such collection efforts including, without limitation, court costs and reasonable attorney’s fees.
There shall be added to the charges due an amount equal to all taxes for the Services and Equipment that you purchase from INFINITY. This includes all state and local sales and use taxes based on gross revenue, and any taxes or amount in lieu thereof paid or payable by INFINITY.
Limitations on Liability and Indemnity
Warranties for any computer software and hardware products are provided by the manufacturer of those products. We offer no warranties, expressed or implied, regarding the functionality or capabilities of the software or hardware products. CLIENT ASSUMES FULL RESPONSIBILITY FOR USE OF THE SERVICE AND EQUIPMENT, AND USES THE SAME AT ITS OWN RISK. THE PARTIES EXPRESSLY AGREE THAT INFINITY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY INFINITY, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY.
IN NO EVENT SHALL INFINITY BE LIABLE TO CLIENT, AN END USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF INCOME, LOSS OF DATA, OR LOSS OF BUSINESS EXPECTATIONS, ARISING OUT OF OR RELATING TO THIS MASTER AGREEMENT, REGARDLESS OF WHETHER INFINITY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INFINITY’S AGGREGATE LIABILITY FOR ANY REASON AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS MASTER AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY) SHALL BE LIMITED TO THE SERVICE FEES PAID FOR INSTALLATION OF EQUIPMENT; OR IF THE SERVICE IS NOT FOR INSTALLATION OF EQUIPMENT, THEN IT SHALL BE LIMITED TO JUST THE SERVICE CHARGES FOR THE INVOICE FOR WHICH THE CLAIM ARISES.
You acknowledge that INFINITY will not assume business and operational risks associated with your business, and you therefore agree, to indemnify, defend and hold INFINITY harmless from any and all third party claims, actions, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or related to any negligent or willful misconduct by you or your agents in the performance of your business.
Recruitment of Personnel
During the Term of the Parties' engagement, and thereafter for a period of twelve (12) months, you acknowledge and agree that you shall not solicit, entice, hire, seek to employ, request, advise or encourage any employee of INFINITY to terminate his or her employment with INFINITY. The parties acknowledge and agree that any violation of this paragraph will be considered a material breach of this Agreement and, in addition to the other remedies that INFINITY may be entitled to, that Client will be required to pay INFINITY immediately upon any such violation of this paragraph in an amount equal to 100% of that employee’s current compensation. Client further acknowledges and agrees that INFINITY’s remedy at law will not be sufficient to protect it from irreparable harm suffered in the event of breach by the Client of this paragraph and, accordingly, Client acknowledges and agrees that in addition to the other remedies set forth in this paragraph that INFINITY may have for such breach, that INFINITY shall be entitled to injunctive relief and/or specific performance. Finally, Client acknowledges and agrees that no claim or cause of action on the part of Client against INFINITY arising out of this engagement or otherwise shall constitute a defense to the enforcement of the provisions of this paragraph.
Office Accommodations and Cooperation
When INFINITY personnel perform services at Client’s premises, Client shall provide a safe, non-threatening environment. Service may be denied if the environment is deemed unsafe by INFINITY. Client shall also provide reasonable accommodations and services, including without limitation office space, reasonable use of computers, telephone facilities, documentation, and other related material and equipment as reasonably requested by INFINITY. Client shall also furnish INFINITY with all the data and information required by INFINITY for the engagement, as well as reasonable access to required personnel. Client will provide the resources necessary to allow INFINITY to perform the Services.
INFINITY acknowledges that it may learn or come into possession of confidential and/or proprietary information of the Client and/or Client’s customers/patients, and thus will use reasonable efforts to maintain such confidential information at all times, reasonably reduce its access to such material, and not disclose such confidential information to any non-company employee and/or persons not involved with this engagement. Likewise, Client will use reasonable efforts to prevent third parties from learning about INFINITY’s confidential and proprietary information, which includes without limitation INFINITY’s methodology, processes, programs and know-how.
It is understood and agreed that if Client is a "covered entity", as that term is defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the federal "Standards for Privacy of Individually Identifiable Health Information," promulgated thereunder at 45 CFR Parts 160 and 164, and INFINITY is defined as a “Business Associate” of Client, the use or disclosure of any person's protected health information is governed by the Business Associate Agreement, found at www.220networks.com/BAA.
Data Backup and Integrity
Client understands that it is responsible for maintaining the integrity of its backup systems, including but not limited to, maintaining a suitable on-site backup, checking backup logs, and other reasonable data preservation measures. Client agrees that INFINITY is not liable for any failure of the backup system or the Client’s failure to utilize it properly.
Limitations of Service
INFINITY does not directly provide telephone or internet service, anti-virus, anti-malware, anti-spyware, or data backup services. INFINITY expressly states that it is not a provider of the foregoing services and disclaims any liability relating to Client’s relationship with any and all third party providers. In the event INFINITY discusses, recommends, or introduces a Client to a third party provider, Client understands and agrees that INFINITY is not acting as an agent of the third party provider or a fiduciary of Client.
Advice of INFINITY
INFINITY may provide you with advice and consultation regarding your IT network and technology infrastructure. INFINITY expressly disclaims any responsibility for issues that arise which are created because of your unwillingness to heed INFINITY’s advice. Issues regarding the security of your data, speed of your network, and access to data may occur due to your failure to institute appropriate safeguards and systems. Client understands and agrees that INFINITY is not responsible for issues that result in Client’s unwillingness to heed INFINITY’s advice.
INFINITY shall not be liable for failure to perform any of its obligations under this Master Agreement and accompanying Attachments during any period in which such performance is delayed by accidents beyond INFINITY’s reasonable control, such as, but not limited to fire, flood, or other natural disasters, or, embargo, court order, riot, or other intervention of any government authority, provided that INFINITY notifies Client of such delay. If INFINITY’s performance is delayed for these reasons for a cumulative period of sixty (60) days or more from the date of such notice, Client may terminate this Master Agreement by giving INFINITY written notice.
Any notice under this Master Agreement shall be given in writing and shall be deemed to have been given when delivered. Notices shall be delivered to Client at the respective mailing address or electronic email address on file. All notices to INFINITY must be in writing and sent to: Infinity Concepts by Design, L.L.C, Attn: Michael Kennedy, 43260 Garfield Road, Suite 220, Clinton Township, MI 48038, or to any other address that we may provide to you or post on our website for such notices.
This Master Agreement shall be governed and construed in accordance with the laws of the State of Michigan exclusively and without reference to principles of conflict of laws. Any action or claim to enforce this Master Agreement shall be held and resolved in the forum of the State of Michigan, Macomb County. In the event that any portion of this Master Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth herein and the remainder of this Master Agreement shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Excluding any third party claims, claims under this Master Agreement must be initiated not later than two (2) years after the claim arose. There are no third party beneficiaries to this Master Agreement. The Parties to this Master Agreement are independent contractors. INFINITY may amend, change or alter this Master Agreement. Such amendment, change or alteration shall become effective upon delivery. Upon entering into each new Order, or paying any Invoice, the then current Master Agreement shall become the existing and valid Master Agreement without requiring a new signature. Client acknowledges and agrees to the then current Master Agreement upon entering into each new Order or through payment of the most recent Invoice.
To print a hard copy of the Master Services Agreement, click on the link below.