GENERAL TERMS AND CONDITIONS
These general terms and conditions (these “Terms”), [as published on https://iosecure.com/terms,] at the time of [quotation, procurement or] purchase govern all purchases of [professional services, managed services, hardware, software, and such other products offered by IOSecure Internet Operations Inc. (“IOSecure”)] for the party placing the order (the “Customer”), unless otherwise agreed in writing and signed by authorized representatives of IOSecure and the Customer.
1. DEFINITIONS AND PARAMOUNTCY
1.1. Unless otherwise specified, defined terms used herein will have the meanings specified in Section 11.
1.2. Paramountcy. Notwithstanding anything to the contrary herein or otherwise, these Terms shall prevail and supersede any terms and conditions as between the Parties to the extent of any inconsistency or conflict with any other PO (“Subordinate Terms”), Statement of Work (unless expressly stated therein) or otherwise, whether such Subordinate Terms arose prior to or arise subsequent to these Terms. For greater certainty, any acknowledgement by representatives of the Parties of such Subordinate Terms, including amendments to these Terms, will be null and void and not binding on the Parties except where expressly agreed by authorized representatives and pursuant to this Section 1.2 or amended pursuant to Section 10.12.
2. GENERAL TERMS AND CONDITIONS
2.1. Initiating Services: All Services shall be implemented through a Statement of Work. A Statement of Work becomes effective upon execution and delivery by the authorized representatives of each of the Parties.
2.2. Statement of Work Integration: Each Statement of Work will form a part of these Terms and these Terms will apply to and govern each Statement of Work.
2.3. Change Order: No amendment, change, waiver or discharge of any provision or obligation contained in a Statement of Work is valid unless in writing and approved by an authorized representative of each Party in accordance with these Terms, including pursuant to Section 10.12. Such amendment, change, waiver or discharge shall be fully described in writing and include any related cost adjustments and modifications to any Services or Deliverable.
2.4. Acceptance of Services; Correction of Deficiencies: Services and Deliverables outlined in a Statement of Work will be deemed satisfactory to and accepted by the Customer unless the Customer provides IOSecure written notice within 15 days after receipt of such Services or Deliverable, respectively, to the Customer (the “Notice Period”). Such notice will describe those aspects of the Services or Deliverables that fail to meet the Statement of Work requirements. Upon receipt of such written notice within the Notice Period, and subject to these Terms, IOSecure will use its commercially reasonable efforts to rectify those aspects of the Services and Deliverables which failed to meet the Statement of Work requirements. The Customer may be required to engage with third party suppliers for Hardware and Software deficiencies or with or third party manufacturers for facilitating maintenance packages, warranty matters, and related service offerings.
3. RESPONSIBILITIES
3.1. Assumptions: The Services and Deliverables to be provided, and the corresponding fees, in each Statement of Work will be based upon information the Customer and its Personnel provide to IOSecure in writing and IOSecure is entitled to rely on all such information without further inquiry. The Customer will propose amendments to modify a Statement of Work, and may be required to incur additional costs where material information requires correction or amendment after a Statement of Work has been commenced.
3.2. Customer Assistance: The Customer agrees that it will provide reasonable assistance and cause its Personnel to provide reasonable assistance to IOSecure and that the Customer and its Personnel will not unreasonably interfere with, or unduly restrict, IOSecure’s efforts to perform the Services and provide any associated Deliverables.
3.3. Primary Contact: Each Party shall appoint a primary contact person (the “Primary Contact”) for each Statement of Work. The Primary Contact may approve operational issues but has no authority to amend these Terms. Either Party may replace its Primary Contact at any time upon written notice to the other party.
3.4. Subcontracting Permitted: IOSecure may subcontract any portion of the Services within a Statement of Work to any third party contractor without the prior consent of the Customer, provided that IOSecure will remain responsible for the performance of such Services.
4. PAYMENT TERMS
4.1. Payment: Unless specified in a Statement of Work, all payment is due and payable to IOSecure 30 days from the date of the invoice and all invoiced amounts will be in Canadian dollars.
4.2. Interest, Late Payments, Suspension: Payments made later than the due date will accrue interest from the date due to the date paid, including after termination, at the annual rate of 24% per year (2% per month). IOSecure may suspend performance of the Services or Deliverables while any amounts under these Terms are outstanding and, notwithstanding anything herein may, at its sole option, terminate the Statement of Work or these Terms upon written notice to the Customer if any amount is outstanding for more than 15 days. IOSecure will not be responsible or liable for any Loss arising from or following the suspension of Services or Deliverables.
4.3. Invoicing: IOSecure will invoice the Customer in the following manner, unless otherwise varied in a Statement of Work:
(a) Professional Services: Professional Services will be invoiced as agreed in a Statement of Work, in whole or in part, and may be invoiced periodically or upfront with the balance invoiced upon completion;
(b) Managed Services: A consolidated invoice will be issued for Managed Services on a monthly basis, in advance, to include charges for current Statements of Work and for any related recurring monthly Services. Charges for recurring monthly Services will be calculated with reference to the effective date as specified in the relevant Statement of Work. In the first month of recurring services, the charges will be prorated for the number of days in the month starting as of the effective date;
(c) Other Services: All other Services will be invoiced as line items, separated from Managed Services, as agreed in a Statement of Work or otherwise from time to time;
(d) Deliverables; Hardware and Software: Invoices will be issued by IOSecure immediately upon receipt of Hardware and Software and IOSecure may require a deposit or payment, in whole or in part, prior to or in connection with ordering, delivering, installation, or otherwise providing any Deliverables, including any Hardware and Software. Recurring fees for Hardware and Software (e.g. Hardware-as-a-Service) will be invoiced on a monthly basis, in advance, with periodic charges for additional maintenance or service that is not covered by third party warranties; and
(e) Third Party Products and Services: Fees for Third Party Products and Services specified in a Statement of Work may be payable by the Customer to the respective third party directly where required by IOSecure. In such cases, such payments for Third Party Products and Services will subject to the terms and conditions of the respective third party, provided any delay or non-payment of same by the Customer may result in Customer liability under these Terms or suspension or termination of a Statement of Work or these Terms, in accordance with Section 5.
4.4. Payment for Professional Services: All fees for Professional Services as identified in a Statement of Work are payable to IOSecure and unless otherwise specified, are due 30 days (net) from the date of invoice. Invoices will be issued by IOSecure monthly and/or upon phased completion of the Services and/or final completion of the Professional Services.
4.5. Advance Payment for Hardware and Software: Where Hardware and Software is purchased by the Customer under a Statement of Work, a partial payment, as outlined in the Statement of Work, is due at the time of acceptance of the Statement of Work and such payment must be received prior to the commencement of Services or any orders placed. All fees for Hardware and Software are payable to IOSecure unless otherwise specified. IOSecure may also charge a re-stocking fee of 20% for any cancelled orders for Hardware and Software. Re-stocking fees are due 15 days (net) from the date of invoice. All Hardware and Software remains the property of IOSecure until receipt of full payment.
4.6. Purchase Orders:
(a) Prior to the commencement of Services or the procurement of Hardware and Software under a Statement of Work, the Customer shall issue a PO equal to the amount specified in the Statement of Work or, if permitted by IOSecure, may be reflected in a signed Statement of Work. IOSecure reserves the right to put a hold on all delivery aspects of a Statement of Work if the Customer fails to issue a PO in a timely manner that is reasonably acceptable to IOSecure.
(b) The Customer hereby that notwithstanding the terms of any PO or proposed Subordinate Terms, these Terms, including any Statement of Work, will not be amended or superseded without prior written approval by authorized representatives of both Parties, in accordance with Section 10.12.
4.7. Prices Quoted:
(a) Unless otherwise specified, all prices quoted in a Statement of Work or otherwise (a “Quote”) are in Canadian ($) dollars and specify applicable taxes, shipping and handling, and any miscellaneous items not expressly set out in the Statement of Work (e.g. tariffs). The Customer is responsible for all such taxes, shipping and handling and miscellaneous fees, including customs and duties and tariffs, incurred by IOSecure in the shipment and delivery of any Hardware and Software. IOSecure will endeavor to provide reasonable estimates of such fees where feasible or upon request.
(b) Unless otherwise stated in a Quote, quoted prices for Services will remain valid for a period of 7 days from the date of the Statement of Work. Prices quoted for Hardware and Software, and Third Party Products and Services (as defined herein) are indicative only and subject to confirmation at the time of order.
(c) IOSecure reserves the right to amend any Quote if the total invoiced amount, or IOSecure’s actual cost to procure or provide such item, increases by more than 2% due to circumstances beyond IOSecure’s reasonable control, including but not limited to changes in supplier pricing, tariffs, currency fluctuations, or other third-party cost increases. IOSecure will endeavor to notify the Customer of any such adjustments prior to order or performance.
4.8. Set-Off. During the Term or indefinitely after termination, without prejudice to any other right that IOSecure may have, IOSecure reserves the right at any time to set-off any amounts it owes to the Customer under these Terms against any amounts payable by the Customer to IOSecure in accordance with these Terms.
5. TERM AND TERMINATION
5.1. Term: The contract term for a Statement of Work will be specified within the Statement of Work. These Terms will continue indefinitely unless and until terminated in accordance with these Terms.
5.2. Termination Without Cause: Either Party may terminate these Terms or any Statement of Work, including any Services within a Statement of Work, for any reason upon 60 days prior written notice to the other, provided that (a) annual licenses or similar fixed-period agreements are subject to third party approval and may not be cancelled prematurely or refunded in such cases; (b) Hardware-as-a-Service licenses may require additional notice to cancel, in accordance with a Statement of Work and third party terms and conditions; and (c) any Hardware and Software that has been purchased or delivered is subject to the re-stocking approval and associated fees in Section 4.5.
5.3. Termination for Cause: In the event that either Party is in breach of, or fails to perform a material obligation under these Terms or any Statement of Work, and fails to remedy such breach or perform such obligation to the non-breaching Party’s reasonable satisfaction within 15 days after the date of written notice thereof, the non-breaching Party may terminate this the affected Statement(s) of Works or these Terms as a whole (including all Statements of Work then in effect).
5.4. Effect of Termination and Termination Payment:
(a) Effect of Termination of these Terms: Upon termination of these Terms, and subject to Section 5.2, all Statement of Works then in effect are immediately terminated. Termination payments will apply as provided in this Section 5.4.
(b) Effect of Termination of Statement of Work: Upon termination of a particular Statement of Work, only that Statement of Work and the corresponding Services will be terminated. These Terms and any remaining Statements of Works will remain in effect.
(c) Termination Payment: In the event these Terms or any Statement of Work is terminated in accordance with these Terms, the Customer shall pay any outstanding invoices and outstanding fees for all Hardware and Software and all Services delivered or owing up to the effective date of termination. For Managed Services, payment shall be made for all remaining months for the balance of the contract term or up to 60 days, unless otherwise specified in a Statement of Work.
(d) Return of Hardware-as-a-Service: The Customer will use best efforts to promptly return or make available for pick-up any hardware or equipment that is in the possession of the Customer under a Hardware-as-a-Services subscription. Title to such hardware will remain at all times with applicable third party suppliers.
(e) Accrued and Post-Termination Obligations, Liability: Termination for any reason will not relieve a Party of any accrued liability arising prior to termination or any obligations hereunder that continue after termination.
6. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
6.1. Intellectual Property:
(a) IOSecure. These Terms, all Statements of Work, and any Quote are the intellectual property of IOSecure and may not be reproduced, distributed or shared with any third parties without the prior written consent of IOSecure.
(b) Third-Party. The Customer acknowledges that Third Party Products and Services and portions of the Services, including Deliverables, may be subject to third party licenses, rights and restrictions (“Third Party Rights”), as same may be amended or restated from time to time. Customer will be bound to such Third Party Rights and IOSecure will endeavor to provide the Customer with notice of applicable Third Party Rights from time to time. The Customer agrees to accept terms involving any Third Party Rights as a condition of receiving applicable Services, Deliverables, and Third Party Products and Services and the Customer is responsible for any delays or costs caused by the delay or failure to accept same in a timely manner.
(c) Customer. To the extent legally permissible, and subject to Third Party Rights, IOSecure hereby grants the Customer a non-exclusive, revocable (upon termination), perpetual, non-assignable, non transferrable, non-sublicensable (except to an Affiliate who will be bound by terms herein), worldwide, royalty-free right to use Documentation provided or made available during the Term and, to the extent permissible, for such reasonable period after termination or expiry of these Terms and applicable Statements of Work. The Customer acknowledges that certain Documentation may be further subject to Third Party Rights and limitations on use after termination of these Terms or corresponding Statements of Work.
(d) General. IOSecure and the Customer each reserve all rights, title, and interests not expressly granted or transferred in these Terms (including all Statements of Work). The Customer will not obtain any other right, title, or interest in or to the Services, Deliverables, Third Party Products and Services, or otherwise, except as expressly contemplated herein. For clarity, IOSecure will not obtain any right, title, or interest in or to any intellectual property of the Customer.
6.2. Confidential Information: Confidential Information disclosed by either Party to the other shall be used, disclosed, or copied, only for the purposes of, and only in accordance with, the pertinent Statement of Work and as otherwise reasonably necessary for each Party to fulfill their respective obligations or to enforce their rights under these Terms. Each Party shall use, at a minimum, the same degree of care as it uses to protect its own Confidential Information of a similar nature, but no less than reasonable care, from the unauthorized use, disclosure or publication of the other Party’s Confidential Information.
6.3. Exceptions: Neither Party shall be in violation of Section 6.2 in respect of Confidential Information that:
(a) was known by the recipient prior to disclosure, as evidenced by its business records;
(b) was lawfully in the public domain prior to its disclosure, or lawfully becomes publicly available other than through an unauthorized breach under these Terms or any other confidentiality obligations;
(c) was disclosed to the recipient by a third party provided such third party, or any other party from whom such third party receives such information, is not in breach of any confidentiality obligation in respect of such information;
(d) is independently developed by the recipient without use of or reliance on such Confidential Information, as evidenced by its business records; or
(e) is disclosed when such disclosure is compelled by law, provided that the disclosing Party advises the other Party of any such disclosure in a timely manner prior to making any such disclosure (so that the other Party can apply for such legal protection as may be available with respect to the information which is to be disclosed).
6.4. Notice of Disclosure: Except for disclosure authorized under a Statement of Work, each Party shall, to the extent legally permissible, notify the other immediately upon learning of any unauthorized disclosure of the other Party’s Confidential Information.
6.5. Use of Customer Name: With the Customer’s written permission, IOSecure may use and publish the Customer’s name in its customer lists, lists of referrals for other customers, press releases, brochures, reports, letters, white papers and electronic media such as e-mail or web pages.
6.6. Injunctive relief. The Parties acknowledge that any breach or threatened breach involving intellectual property rights, confidentiality, or improper disclosure of Confidential Information will cause irreparable harm for which monetary damages are not a sufficient remedy. In addition to all other remedies available at law or contemplated herein, each Party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or threatened breach.
7. LIMITATION OF LIABILITY
7.1. Limitations: To the maximum extent permitted by law, and subject to these Terms, the maximum aggregate liability of IOSecure (including its Personnel and the IOSecure Indemnitees) is as follows:
(a) Limitations on Services: Subject to Section 7.1.(b) and 7.1.(c), for Professional Services or Managed Services provided by IOSecure, IOSecure’s maximum liability for the Customer’s direct damages will not exceed the greater of the total amount paid or payable by the Customer, in respect of the relevant Statement of Work related to such Services, within the 3-month period that precedes the event giving rise to such Loss;
(b) Limitation on Hardware and Software: For Hardware and Software provided or delivered under these Terms, IOSecure will have no liability (except as it related to Professional Services or Managed Services in respect of same) and the Customer will be required to contact the manufacturer or supplier of such Hardware and Software for associated warranty, repair, or other claims; and
(c) Limitation on Third Party Products and Services: For Third Party Products and Services (including Hardware-as-a-Service), IOSecure have no liability (except as it related to Professional Services or Managed Services in respect of same) and the Customer will be required to contact the manufacturer or supplier of such Third Party Products and Services for associated warranty, repair, or other claims.
(d) General Limitation. IOSecure will have no other liability in respect of any Services or Deliverables, except as expressly agreed herein.
7.2. Other Limitations: NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PUNITIVE OR EXEMPLARY DAMAGES, OR ECONOMIC DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES OR BUSINESS) IN CONNECTION WITH THESE TERMS OR ANY STATEMENT OF WORK, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3. Excluded Losses: IOSecure shall not be responsible nor liable for any Losses involving, caused by or resulting from:
(a) Hardware and Software, including defects, failures, malfunctioning, delays, incompatibility issues, any loss of data or access to same, data corruption, or recovery costs involving data;
(b) any unauthorized or subsequent alteration, misuse, modification, or interference in any Services, Deliverables, or Third Party Products and Services by the Customer, its personnel or contractors, or other third parties after same have been provided or delivered by IOSecure;
(c) any data breaches, hacking, malware, or other cybersecurity incidents involving any Services, Deliverables, or Third Party Products and Services, unless expressly agreed in a Statement of Work;
(d) issues arising from the Customer’s existing or future systems, networks, or infrastructure that are not under IOSecure’s direct control, unless expressly agreed in a Statement of Work; or
(e) internet, telecommunications, power failures, or other similar events.
8. WARRANTY
8.1. Warranty for Certain Services: Subject to Section 8.3 IOSecure warrants that Professional Services or Managed Services performed by IOSecure under a Statement of Work will be performed in a professional manner in accordance with generally accepted industry standards. Upon receipt of notice in accordance with Section 2.4, IOSecure’s sole obligation is to bring the non-conforming services (“Non-Conforming Services”) into compliance with this warranty. If IOSecure is unable to bring the Non-Conforming Services into compliance within a reasonable period of time, then, subject to Section 8.3, the Customer’s sole remedy is to terminate the relevant Statement of Work in exchange for a refund of the amount the Customer paid for the Non-Conforming Services.
8.2. Manufacturer’s Warranties: To the extent legally permissible, IOSecure will pass through or assign to the Customer any transferrable warranties in respect of Third Party Products and Services.
8.3. Exclusions: IOSecure’s warranty in Section 8.1 excludes non-performance issues that result from any Hardware and Software or Third Party Products and Services, including malfunction or defect in same (including firmware therein), incorrect data or incorrect procedures used or provided by Customer or a third party, or defects which are outside the reasonable control of IOSecure. The Customer will reimburse IOSecure for its reasonable time and expenses for any Services provided at Customer’s request to remedy excluded non-performance issues and Parties will enter into a Statement of Work in respect of same. This warranty is void where the Hardware and Software or Third Party Products and Services, including any part thereof, have been altered, modified, abused, damaged, or improperly maintained by the Customer or any third party. In all cases, Hardware and Software supplied by IOSecure and Third Party Products and Services procured hereunder bear the warranty of the original manufacturer or supplier and IOSecure has no further liability or obligation in respect of same.
8.4. Disclaimer: Except as expressly provided in this warranty section, IOSecure makes no other warranty or representation of any kind. IOSecure disclaims and excludes all other express, implied and statutory warranties, representations and conditions with respect to Services, including the implied warranties of merchantability and fitness for a particular purpose. IOSecure does not warrant that any Services or Deliverables provided will be without defect or error.
9. INSURANCE
9.1. Insurance: Each Party shall, at its sole expense, maintain reasonable amounts of insurance, which shall at least meet any limits required by law for public liability, property damage, employer’s liability and workers compensation throughout the term and any renewal of these Terms and shall provide evidence of such insurance to the other Party upon request.
10. GENERAL
10.1. Notices: Any demand, notice or other communication to be given in connection with these Terms will be given in writing and will be given by personal delivery, by registered mail or by electronic means of communication addressed to the recipient to the respective email or physical addressed provided herein or otherwise from time to time.
10.2. Force Majeure: If either Party (a “Defaulting Party”) is prevented from performing any term or condition of these Terms (excluding payment obligations) due to causes beyond its reasonable control, including labour disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God (a “Force Majeure Event”), such Defaulting Party shall be excused from performance for the period of the delay and for a reasonable time thereafter, provided that (a) the Defaulting Party must provide prompt notice of a Force Majeure Event and take commercially reasonable efforts to cease or mitigate the effects of such Force Majeure Event; and (b) the affected Party may terminate the affected Statement of Work or these Terms if such Force Majeure Event is in effect for more than 15 days after receiving notice from the Defaulting Party.
10.3. Severability: If any provision of these Terms is held invalid or unenforceable for any reason by a court of competent jurisdiction, the offending provision will be severed of such invalidity or unenforceability but the remaining provisions will continue in full force and effect and be construed so as best to effect the intention of the Parties.
10.4. Survival of Terms: Neither the expiry nor the termination of these Terms (including any Statement of Work) will release either Party from any obligation or liability that accrued prior to such expiry or termination. The provisions of these Terms requiring performance or fulfilment after expiration or termination, the nature and intent of which are reasonably intended to survive termination of these Terms, including Sections 1.2, 4 to 8, and 11 and such other provisions as are necessary for the interpretation thereof, will survive the termination of these Terms.
10.5. Assignment: These Terms may not be assigned by the Customer without the prior written consent of IOSecure, not to be unreasonably withheld, and may be assigned by IOSecure to an Affiliate with upon providing notice to the Customer.
10.6. Enurement: Subject to the restrictions on assignment in these Terms, these Terms will enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and assigns.
10.7. Headings: The headings in these Terms are solely for convenience of reference and will not be used for the purposes of interpreting or construing the provisions hereof.
10.8. Counterparts: These Terms may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which taken together will be deemed to constitute one and the same instrument. Delivery of an executed signature page to these Terms by any Party by electronic transmission will be as effective as delivery of a manually executed copy of these Terms by that Party.
10.9. Governing Law: These Terms is governed by and will be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
10.10. Further Assurances: Each Party shall, upon the reasonable request, promptly execute such documents or amendments and perform such acts as may be necessary to give full effect to the intents and purposes of these Terms (including any Statement of Work).
10.11. Entire Agreement: These Terms, including any Statements of Work, constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in these Terms.
10.12. Amendments and Waivers: These Terms, including all Statements of Work, may not be amended or supplemented except by mutual written agreement executed by authorized representatives for each Party. Any valid amendment must expressly state that it is intended to amend or supplement, as the case may be, these Terms or a Statement of Work and include reference to this Section 10.12. No clickthrough, shrink-wrapped or other form of electronic or end user licence agreement that may be embedded in a product or website or any purchase or order form of the Customer’s, including any PO, will apply, nor will it in any way supersede, modify or amend these Terms or any Statement of Work, except if it complies with this Section 10.12. No waiver of any breach of any provision of these Terms will be effective or binding unless made in writing and signed by the waiving Party and, unless otherwise provided, will be limited to the specific breach waived.
11. DEFINITIONS
11.1. “Affiliate” means, with respect to a Party, another entity controlling, controlled by or under common control with such Party and, for purposes of this definition, “control” over an entity shall mean (i) the possession, directly or indirectly, of more than 50% of the voting power to elect directors, in the case of an entity that is a corporation, or members of a comparable governing body, in the case of a limited liability company, firm, joint-venture, association or other entity, (ii) with respect to an entity that is a partnership, the ability to exercise the rights of a general partner, and (iii) the contractual right to manage or control an entity.
11.2. “Confidential Information” means (i) any permitted amendments to these Terms and any Statements of Work or quotations provided in connection herewith, (ii) the documents, files and data of the Customer or applicable third parties which are made available to or accessed by IOSecure in the course of performing the Services, and (iii) any non-public, confidential, or proprietary information, whether oral, written, graphic, electronic, or in any other form, that is disclosed or made available by one Party to the other in connection with these Terms, which is either marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, but (c) excludes any information in Sections 6.3.(a) to (d).
11.3. “Deliverables” means the applicable materials, hardware, equipment, or other deliverables that have been provided or delivered to the Customer in accordance with a Statement of Work, including Hardware and Software, Third Party Products and Services, and all such other equipment or hardware or software, whether purchased, leased or licensed, and all associated documentation in connection with the foregoing.
11.4. “Documentation” means any technical manuals, specifications, and other explanatory or descriptive materials of any type, whether in paper or electronic form, provided in connection with these Terms.
11.5. “Hardware and Software” means, as applicable, third-party products purchased through IOSecure, which may include hardware or software, any associated firmware, licensing, maintenance, extended manufacturer warrantees, cabling supplies, miscellaneous network components, or similar products in connection with a Statement of Work.
11.6. “Hardware-as-a-Service” means hardware, equipment, or similar that is provided on a rental or subscription basis, together with any related setup, maintenance, or replacement services described in a Statement of Work.
11.7. “IOSecure Indemnitees” means IOSecure and its Affiliates and any of their respective directors, shareholders, officers, employees, subcontractors, agents, representatives, advisors, and any successors and permitted assigns.
11.8. “Loss” means all claims, damages, fines, penalties, deficiencies, losses, liabilities (whether accrued, actual, contingent, latent or otherwise), costs, fees and expenses (including interest, court costs and reasonable fees and expenses of lawyers, accountants and other experts and professionals).
11.9. “Managed Services” means day-to-day technical and support services provided by IOSecure to the Customer under a Statement of Work, which may involve IOSecure managing the services of one or more third-parties.
11.10. “Party” means either one of IOSecure or the Customer; and “Parties” means IOSecure and the Customer.
11.11. “Personnel” means, in relation to a Party, its employees, contractors, consultants, and representatives.
11.12. “PO” means any purchase order, change order, waybill, acknowledgement of receipt of a purchase order, any quote or response to quote, whether in physical form or involving any web platform or otherwise, including any embedded or click-through terms therein.
11.13. “Professional Services” means those services provided by a qualified technician or expert that is employed or engaged by IOSecure during the Term.
11.14. “Services” means, subject to these Terms, applicable services provided by IOSecure, which include, without limitation, consulting, design, technical support, Professional Services, Managed Services, Hardware-as-a-Service, and any education services provided to or for the benefit of the Customer, or as otherwise described in a Statement of Work.
11.15. “Statement of Work” means the written Statement of Work or a mutually accepted Quote, in a form acceptable to IOSecure and which has been executed by the Parties, or, when authorized by IOSecure, an order form signed or approved by the Customer that may include: (i) an effective date and Term, (ii) a description of the Service(s), (iii) the responsibilities of the Parties in relation to deploying and supporting the Services, (iv) agreed upon service levels, (v) any special provisions, and (vi) IOSecure’s fee schedule for the Services.
11.16. “Term” means, as applicable, the period during which these Terms or a particular Statement of Work are in effect.
11.17. “Third Party Products and Services” means those products and services primarily provided by third parties, including Hardware and Software, Hardware-as-a-Service, and telecommunication, internet service provide, and similar carrier services.