Terms and Conditions 

Authorization. Customer has authorized Team EASI, hereafter referred to as EASI, to license software and/or provide services in accordance with this Agreement. Effective Date. This Agreement shall become effective when signed by the Customer and approved by EASI, or when subscription term begins, or when the subscription becomes operative or is activated, whichever of these events occurs first (“Effective Date”).
Consulting Services. All consulting services estimates will be provided separately in a Scope of Work or will be governed by the Master Services Agreement when a scope of work has not been provided.
Automatic Payment. Customer authorizes EASI to utilize electronic payment against Customer's agreed banking or financial institution as required for payments associated with Customer’s account for subscription services provided herein. Customer agrees to provide EASI with valid credit card or banking information as necessary for the payment transactions described herein via the (separate) EASI Payment Authorization Form.
Metered Charges. Metered charges are used for subscription products that accumulate costs based on the amount consumed by the client. Metered charges, where applicable, will begin accruing as soon as resources are created. Actual usage of metered resources is not always required to incur charges, only the existence of resources is required. In all cases, increased usage of metered resources will increase charges for the resources. Usage increases can come from unintended sources that are not always planned. It is the sole responsibility of the Customer to monitor their metered usage charges and alert EASI immediately if changes are needed. Metered charges will be billed in advance and in increments appropriate to the customer’s needs and to limit transactional processing charges. Any credits due back will be added back to the Customer’s prepaid balance, or in the event of a cancelation, will be paid back to Customer in full upon proper termination of the subscription contract
Term/Automatic Renewal. The Agreement shall remain in force and effect for the terms outlined beginning on the Effective Date and renew automatically for the same term unless terminated in writing by either party at least sixty (60) days before the end of the original term or any anniversary date thereof.
Managed Services. For those Systems where managed services are provided, EASI, or its designated servicing agent, upon receipt of an undesirable event from Customer’s System, shall (unless previously instructed otherwise by Customer), make a reasonable effort to resolve the event by preventing its future occurrence, including to report the event to the cloud system provider. To avoid events, EASI shall have the right, in its sole and absolute discretion, to first verify the cause of an event by contacting Customer and/or Customer’s designated representative(s) (as provided on the Customer’s Master Service Agreement in the authorized agents list) to make a reasonable determination as to the severity of the event. Customer agrees that telephone calls received or transmitted by EASI representatives, may be electronically recorded, and Customer consents to such recordings. Price increases: Prices may increase at any time between term renewals without notice. We will provide notifications about price increases, to Customer, within 30 days from the date those increases are known to EASI. Customer may request a renewal quote at any time.
Limitations of System and Monitoring. Customer understands that each subscription product has its own SLA (Service Level Agreements) defined by Microsoft and available online at https://www.microsoft.com/licensing/docs/view/Service-Level-Agreements-SLA-for-Online-Services. Systems may not always operate properly for numerous reasons, including, but not limited to equipment malfunction or failure, or internet outages. In addition, EASI cannot control the response of Microsoft to these outages. Customer acknowledges that EASI does not represent or warrant: that the system may not be compromised or circumvented; that the system will prevent any loss by external actors; or that the system will in all cases provide the solution for which it is installed or intended. Customer understands that due to the nature of the digital communications and the internet, there may be times when the subscribed services cannot be reached or used. Cloud communications use telecommunication lines and will not function when the telecommunication system becomes non-operational or the line is cut, interfered with or otherwise damaged. There will be times when any method, such as cellular, public, or private VPN systems, cannot transmit information due to the lack of a communication channel. Customer acknowledges and agrees that Customer is solely responsible for the selection of internet services and whether the utilization of more than one service provider is required. EASI's Limit of Liability. EASI SHALL NOT BE LIABLE FOR DELAY IN INSTALLATION OF THE SYSTEM(S) OR INTERRUPTION OF SERVICE DUE TO CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF EASI, INCLUDING INTERRUPTIONS IN INTERNET SERVICE AND CLOUD SERVICES PROVIDED BY MICROSOFT. CUSTOMER AGREES THAT EASI IS NOT RESPONSIBLE FOR PERSONAL INJURY OR OTHER LOSSES THAT ARE ALLEGED TO BE CAUSED BY IMPROPER OPERATION OR NON-OPERATION OF THE SYSTEM AND/OR SERVICE, including cases where the system and/or service never functions whether due to defects in the system, its installation, EASI’s service, or EASI's acts or omissions in receiving and responding to customer requests. Customer agrees that this Agreement limits EASI’s liability to Customer unless EASI’s actions are willful and wanton. Notwithstanding any contrary definitions found in any case law, Customer and EASI expressly agree that willful and want on means conscious and intentional disregard of, or indifference to, the rights and safety of others.
Entire Agreement. Customer agrees and understands that the Agreement (including the provisions on the back of this page) and any attachments thereto, are the entire Agreement and replace all other understandings or agreements related to the system and/or services provided hereunder. The Agreement may not be changed or modified except in writing and signed by EASI's authorized representative. Customer understands that EASI offers several services and subscriptions and that the system described herein or in the Schedule of Subscriptions has been chosen by Customer after considering the levels of services afforded by the various systems available and the costs thereof. EASI is not responsible for any system failure that may arise out of Customer changes to subscription selections between renewal terms. The parties agree that Customer retains the sole responsibility for keeping informed about changes to the functionality of their subscriptions and planning for any changes that may have negative results on their installation and/or users, and for protecting against losses to Customer's own data and the information stored in their systems. Customer and EASI agree that there are no third-party beneficiaries to this Agreement. CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS EASI, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, FROM AND AGAINST ALL CLAIMS, LAWSUITS AND LOSSES, BY PERSONS NOT A PARTY TO THE AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM AND/OR SERVICE, WHETHER DUE TO MALFUNCTIONING OR NON-FUNCTIONING OF THE SYSTEM OR THE PERFORMANCE OR NONPERFORMANCE BY EASI OF THE INSTALLATION, CONFIGURATION, UPDATING, CUSTOMIZING, SUPPORTING, OR TRAINING ASPECTS OF THE SERVICE. The provisions of this section shall apply to any other company or entity which, in addition to EASI, provides, promotes, markets or endorses the services provided hereunder.
Other Systems. When taking over or servicing other systems not installed or configured by EASI, EASI assumes no liability, and extends no warranty, for the components of such systems. Customer warrants to EASI that such system is in good operating condition. Any components installed by EASI to facilitate taking over third-party systems shall be subject to the limited warranty herein. Any service or support on systems not originally installed by EASI will be charged on a time and materials basis.
Additional Charges. Customer agrees to pay for any fees imposed by governmental agencies relating to the use of the system. If any government agency requires any changes or additions to the system originally installed, Customer agrees to pay for such changes. Local and/or national codes or laws may require Customer to have certain types of systems installed. Because Customer has chosen the systems described herein after considering and balancing the various systems and the related costs, it is agreed that it is Customer's responsibility to be informed of, and to comply with, such local and/or national codes and laws as they may relate to Customer's use of systems. Under no circumstances will Customer hold EASI responsible for violations of any such codes or laws. If any part of Customer's system is damaged by storm, lighting, electrical surge, fire, water, acts of God, or any other cause beyond EASI's control, Customer will pay for any repairs or replacement. Unless this contract includes Recurring Support, Customer agrees to pay for any service or maintenance performed by EASI, on a time and material basis at EASI's then-current rates.
Software Remains Property of EASI. Software libraries and custom developments used to speed the implementation and/or provide functionality beyond what is offered with the base system remains the property of EASI. Software programmed by EASI is the intellectual property of EASI and any unauthorized use of same, including derivative works, is prohibited and may violate Federal Copyright laws, Title 17 of the United States Code, and may subject violator to civil and criminal penalties.
Grants, rights and terms. All rights granted under this agreement are non-exclusive and non-transferable and apply as long as neither Customer nor any of its Affiliates is in material breach of this agreement. Software. Upon acceptance of each order, EASI grants Customer a limited right to use the Software in the quantities ordered. (i) Use Rights. The Use Rights in effect when Customer orders Software will apply to Customer’s use of the version of the Software that is current at the time. For future versions and new Software, the Use Rights in effect when those versions and Software are first released will apply. Changes EASI makes to the Use Rights for a particular version will not apply unless Customer chooses to have those changes apply. (ii) Temporary and perpetual licenses. Licenses available on a subscription basis are temporary. For all other licenses, the right to use Software becomes perpetual upon payment in full. Online Services. Customer may use the Online Services as provided in this agreement. (i) Online Services Terms. The Online Services Terms in effect when Customer orders or renews a subscription to an Online Service will apply for the applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period. (ii) Suspension. EASI may suspend use of an Online Service during Customer’s violation of the Acceptable Use Policy or failure to respond to a claim of alleged infringement. EASI will give Customer notice before suspending an Online Service when reasonable. (iii) End Users. Customer controls access by End Users, and is responsible for their use of the Product in accordance with this agreement. For example, Customer will ensure End Users comply with the Acceptable Use Policy. (iv) Customer Data. Customer is solely responsible for the content of all Customer Data. Customer will secure and maintain all rights in Customer Data necessary for EASI to provide the Online Services to Customer without violating the rights of any third party or otherwise obligating EASI to Customer or to any third party. EASI does not and will not assume any obligations with respect to Customer Data or to Customer’s use of the Product other than as expressly set forth in this agreement or as required by applicable law. (v) Responsibility for your accounts. Customer is responsible for maintaining the confidentiality of any non-public authentication credentials associated with Customer’s use of the Online Services. Customer must promptly notify customer support about any possible misuse of Customer’s accounts or authentication credentials or any security incident related to the Online Services. License transfers. License transfers are not permitted, except that Customer may transfer only fully-paid perpetual licenses to (1) an Affiliate or (2) a third party, solely in connection with the transfer of hardware or employees to whom the licenses have been assigned to the third party as part of (a) a divestiture of all or part of an Affiliate or (b) a merger involving Customer or an Affiliate. Upon such transfer, Customer and its Affiliates must uninstall and discontinue using the licensed Product and render any copies unusable. Nothing in this agreement prohibits the transfer of Software to the extent allowed under applicable law if the distribution right has been exhausted. Reservation of rights. Products are protected by copyright and other intellectual property rights laws and international treaties. EASI reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement EASI patents or other EASI intellectual property in the device itself or in any other software or devices. Restrictions. Customer may use the Product only in accordance with this agreement. Customer may not (and is not licensed to): (1) reverse engineer, decompile or disassemble any Product or Fix, or attempt to do so; (2) install or use non-EASI software or technology in any way that would subject EASI’s intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters Customer’s use of the Online Services. Except as expressly permitted in this agreement or Product documentation, Customer may not distribute, sublicense, rent, lease, lend, resell or transfer and Products, in whole or in part, or use them to offer hosting services to a third party. Preview releases. EASI may make Previews available. Previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from the SLA and all limited warranties provided in this agreement. Previews may not be covered by customer support. Previews may be subject to reduced or different security, compliance, and privacy commitments, as further explained in the Online Services Terms and any additional notices provided with the Preview. EASI may change or discontinue Previews at any time without notice. EASI also may choose not to release a Preview into “General Availability.”
Default. In the event Customer defaults on payments due hereunder, EASI may terminate the Agreement and retrieve, remove, or abandon all systems, including all software installed by EASI, in whole or in part, without any obligation to fix dependent systems that may be impacted. Such retrieval, removal or abandonment does not waive EASI’s right to collect any moneys due hereunder. EASI may also collect, as liquidated damages and not as a penalty, a sum equal to the balance of the amount due from Customer for the unexpired portion of the term. EASI has the right to use the payment method on file to charge the balance of all payments for the entire term of the contract in addition to any outstanding balances due. EASI may charge the legal rate of interest and reasonable collection costs plus attorneys' fees on amounts due under the Agreement if Customer fails to make payment as required. EASI shall also be entitled to any statutory interest on judgments allowed under law.
Reconnect Charges. If the system is temporarily deactivated because of Customer's delinquency in making payments hereunder and if Customer then desires to have the system reactivated, Customer shall pay to EASI, in advance, EASI’s then-current reconnect charge. Current reconnect charge is $250.
Tenant Owner Consent. Customer represents and warrants that Customer is the owner of the Microsoft Cloud Tenant, if not, that the owner agrees and consents to the installation of the system in the tenant. EASI may be granted authorization by customer; either by delegating Customer Tenant administrative permissions within a partner relationship request or by creating users within Customer’s tenant for EASI’s intended use, to prepare such as configuring security groups, assigning user licenses, or doing any other things necessary in EASI’s sole discretion for the installation and service of the Subscribed System. Customer shall indemnify EASI from and against any losses or damages resulting from a breach of such representation and warranty.
Assignment. The Agreement may not be assigned by Customer. EASI may, however, assign this Agreement or subcontract any of its obligations under this Agreement without notice to Customer.
Access, Communication, Backup, and Storage. EASI is not responsible for Customer’s method of access, communication, backup, or storage, whether via internet, cellular, remote, wireless, cloud, or otherwise. It is understood that the access, communication, backup, and storage providers are not the agents of EASI and EASI shall not be liable for the access, communication, backup, or storage provider’s negligent performance or delay in performance. EASI shall have no responsibility for failure of backups, data transmission, corruption, or unauthorized access. Customer is responsible for any upgrades due to system changes or modifications.
No Subrogation. Customer does hereby for himself/herself and other parties claiming under him/her/it, release, and discharge EASI from and against all claims arising from hazards covered by Customer’s insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against EASI. Customer agrees that this paragraph is not an exculpatory provision, but a risk shifting provision. It will apply to preclude any subrogation action without regard to EASI’s conduct.
Laws and Permit Requirements. EASI does not have the duty to inform Customer of all applicable laws, regulations and/or codes regarding the use or adequacy of alarm systems, or to obtain any alarm use permits required.
Non-Solicitation: Customer agrees that it will not solicit for employment for itself, or any other entity, or employ in any capacity, any employee of EASI who performs any service for or on behalf of Customer for a period of two years after EASI has completed providing service to Customer. In the event of Customer's violation of this provision, in addition to injunctive relief, EASI shall recover from Customer an amount equal to such employee's salary based upon the average three months preceding employee's termination of employment with EASI, times twelve, together with EASI’s attorney’s fees, and costs, including expert witness fees.
Legal Action. Any action by Customer against EASI must be commenced within thirteen months of the accrual of the cause of action or shall be barred. All actions or proceedings against EASI must be based on the provisions of this agreement. Any other action that Customer may have or bring against EASI in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement.
EASI’s Right to Subcontract Services. Customer agrees that EASI is authorized and permitted to subcontract any services to be provided by EASI to third parties who may be independent of EASI. Customer acknowledges that this Agreement, and particularly those paragraphs relating to EASI's disclaimer of warranties, exemption from liability, limitation of liability, limitation of damages, subrogation waiver, and indemnification, inure to the benefit of and are applicable to any assignee, subcontractors, and central offices of EASI.
Changes to Subscription or Service. If any changes to the subscription installed or services provided under this Agreement are required, or desired by Customer, Customer agrees that this Agreement is applicable in its entirety to that subscription and/or service.
Addenda to Agreement. Customer agrees to sign any addenda to this Agreement at the time of or after this Agreement is signed.
Severability. If any provision of this Agreement is deemed void or unenforceable the remaining parts of the Agreement will remain in full force and effect