Master Service Agreement (MSA)
Introduction
Purpose and Binding Agreement
This Master Service Agreement (“MSA”), as a legally binding contract, is established between USA Tech Systems Inc., operating under the trade name InnoviseTek.com (“InnoviseTek”), with its principal place of business in North Carolina, USA, and you, the customer (“Customer” or “You”). This agreement defines the terms and conditions under which you may use the services provided by InnoviseTek.
Scope of Agreement
Under this MSA, InnoviseTek agrees to provide certain telecommunications and information technology services (“Services”) in accordance with the specific terms and conditions set forth herein. This agreement encompasses all interactions and transactions between InnoviseTek and the Customer, including, but not limited to, the access and use of InnoviseTek’s website, client portals, customer support services, and all other online and offline offerings provided by InnoviseTek.
Legally Binding Nature
By engaging with InnoviseTek’s Services, whether by signing up, accessing, or utilizing the services offered, you acknowledge that you have read, understood, and agree to be bound by this MSA. You affirm that you are legally competent to enter into this agreement and that you are of legal age in your jurisdiction to form a binding contract. This MSA represents the full agreement between you and InnoviseTek regarding the use of the Services and supersedes all prior agreements, communications, and understandings, written or oral, relating to its subject matter.
Acceptance of Terms
The use of InnoviseTek’s Services constitutes unconditional acceptance of these terms. If you do not agree with any of the terms or conditions of this MSA, you are required to discontinue the use of all InnoviseTek Services immediately and inform InnoviseTek of your discontinuation.
Acceptance and Acknowledgment
Confirmation of Agreement
By enrolling in, using, or making payments towards InnoviseTek’s services, you, the Customer, hereby affirm your acceptance of this Master Service Agreement (MSA), which includes all associated charges, terms, conditions, and policies referenced herein or available by hyperlink. This section constitutes your agreement to comply with and be bound by the contractual terms and obligations laid out in this document.
Understanding of Commitment
Your engagement with InnoviseTek’s services signifies a binding commitment, indicating that you have reviewed and consented to all stipulations of this MSA, including, without limitation, our pricing structure, service guidelines, usage policies, and privacy practices as detailed on our website and in related contractual documents.
Implications of Non-Acceptance
Should you disagree with any part of the terms and conditions outlined in this MSA at any time, it is your right and responsibility to immediately cease all use of InnoviseTek’s services and to formally terminate your account. To cancel your services and terminate this agreement, you must contact InnoviseTek customer service directly. The procedure for cancellation and any potential consequences or obligations that may arise from termination are detailed in the ‘Termination’ section of this MSA.
Responsibility Upon Cancellation
Upon deciding to discontinue the use of InnoviseTek’s services due to non-agreement with any terms of this MSA, you are responsible for immediately informing InnoviseTek of your decision and ensuring that all usage of the services ceases forthwith. Any charges incurred up to the point of service cancellation will be deemed valid and enforceable, and as such, will require settlement in accordance with the terms set forth in this agreement.
Responsibility Upon Cancellation
Upon deciding to discontinue the use of InnoviseTek’s services due to non-agreement with any terms of this MSA, you are responsible for immediately informing InnoviseTek of your decision and ensuring that all usage of the services ceases forthwith. Any charges incurred up to the point of service cancellation will be deemed valid and enforceable, and as such, will require settlement in accordance with the terms set forth in this agreement.
Scope of Services
Service Description
InnoviseTek is dedicated to providing a comprehensive suite of telecommunications and related services tailored to meet the needs of modern businesses and individual consumers. Our offerings encompass a variety of services designed to enhance connectivity and communication capabilities, including but not limited to voice over Internet Protocol (VoIP), unified communications, and cloud-based solutions that facilitate efficient and effective telecommunication strategies.
Customer-Premise Equipment (CPE) Requirements
To access and utilize the services offered by InnoviseTek, specific customer-premise equipment (CPE) may be required. This equipment could include Analog Telephone Adapters (ATAs), routers, modems, or other IP connection devices necessary for the proper functioning and delivery of our telecommunications services. It is imperative that the equipment used complies with our specifications and standards.
Approved Equipment Policy
InnoviseTek has established a list of approved and recommended equipment that is compatible with our network and services. This list is curated to ensure optimal service performance and to safeguard the integrity and security of both the network and the services provided. Customers are required to use only the approved devices as specified by InnoviseTek. The use of any device not expressly approved by InnoviseTek is strictly prohibited and may result in service disruptions or termination of service. A complete and updated list of approved equipment can be accessed on our website or obtained through customer service.
Prohibition Against Unapproved Devices
To maintain network integrity, security, and to ensure the delivery of high-quality services, InnoviseTek prohibits the use of unapproved customer-premise equipment in connection with our services. Any attempt to connect unapproved devices to the InnoviseTek network is a violation of this agreement and may lead to immediate service suspension or termination at InnoviseTek’s discretion. Additionally, such violations may impact warranty, support entitlements, and could lead to potential legal liabilities.
Compliance and Support
Customers are encouraged to consult with InnoviseTek’s technical support team prior to purchasing or installing any equipment intended for use with our services. Our team is available to provide guidance on the compatibility of hardware and to assist with any configuration needs to ensure compliance with our service standards. This proactive approach helps prevent service issues and ensures a seamless communication experience.
Here’s an expanded and detailed version of the “User Obligations” section for the Master Service Agreement (MSA):
User Obligations
Account Responsibility
You, as the Customer, are solely responsible for all activities conducted under your account with InnoviseTek. It is your duty to ensure that your account credentials are kept confidential and secure. You must also ensure that your account is used in a manner consistent with the terms and conditions set forth in this Agreement and applicable laws.
Lawful Use of Services
InnoviseTek provides telecommunications and related services solely for lawful purposes. By accepting this Agreement, you commit to using these services only for lawful activities and agree to refrain from any use that could be deemed unlawful. Specifically, you agree not to engage in activities that:
Simplify your phone system management and reduce costs with our cloud-based PBX solutions, featuring easy setup, scalability and automatic updates.
Prohibited Activities
You are prohibited from using InnoviseTek’s services to:
• Transmit or store any material that violates any applicable federal, state, local, or international law or regulation.
• Engage in fraudulent activities, including impersonating any person or entity or falsifying your affiliation with any person or entity.
• Invade the privacy of, or obtain personal information from, other users of InnoviseTek’s services without their express consent.
• Distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature.
• Generate or facilitate unsolicited bulk email, violations of the CAN-SPAM Act, or any other laws regulating email services
• Engage in fraudulent activities, including impersonating any person or entity or falsifying your affiliation with any person or entity.
• Invade the privacy of, or obtain personal information from, other users of InnoviseTek’s services without their express consent.
• Distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature.
• Generate or facilitate unsolicited bulk email, violations of the CAN-SPAM Act, or any other laws regulating email services
Compliance with Terms
You are expected to adhere to all terms and conditions of this Agreement, the Acceptable Use Policy, and any other policies provided by InnoviseTek governing the use of the services. Failure to comply with these guidelines may result in suspension or termination of your services without notice.
Notification of Breach
In the event of a suspected breach of these obligations, you are required to notify InnoviseTek immediately. This enables InnoviseTek to take necessary preventive measures to protect the integrity and security of its services and other users.
Term and Renewal
Billing Cycle and Service Commencement
Services provided by InnoviseTek are billed on a calendar-month basis, with billing cycles commencing on the date of service activation. Each service subscription automatically renews at the end of each calendar month, ensuring uninterrupted service and access.
Renewal of Services
Your service agreement will auto-renew under the same terms and conditions unless you notify InnoviseTek of your intention to alter or cancel the services. Notification must be provided directly to our customer service team and must be done before the end of the current billing month to avoid charges for the subsequent month.
Modification of Service Terms
InnoviseTek reserves the right to modify the terms of service or pricing with appropriate notice to you. Such modifications will be communicated through your registered email or through direct communication channels and will take effect in the billing cycle following the announcement, unless otherwise specified.
Cancellation Policy
You may terminate your service agreement at any time; however, to avoid charges for an additional month, notification of termination must be received by our customer service department before the end of the current billing month. Instructions for cancellation can be found on our website or by contacting customer support directly.
Consequences of Mid-Term Termination
Should you choose to terminate the services mid-term, or at any point after the billing cycle has commenced but before its completion, you will be responsible for the entire month’s charges. This includes any unbilled charges accrued during the period of service that become immediately due upon cancellation. This policy is in place to ensure the sustainability of the services provided and the resources allocated to maintaining your service setup.
Reactivation of Services
If you wish to reactivate your service after termination, you may be subject to reactivation fees in addition to the regular service charges. The terms of reactivation will depend on the current service offerings and pricing at the time of your request.
Emergency Services - 911 Dialing
E911 Service Compatibility
InnoviseTek’s services include support for Enhanced 911 (E911) dialing, which functions similarly to traditional 911 emergency services. This feature allows users to reach emergency services by dialing 911 through devices connected to our service.
Functionality During Power and Internet Outages
Unlike traditional telephone services that may operate during power outages via backup power solutions, our E911 service is dependent on home or business power and internet connectivity. In the event of a power failure, service outage, or disruption in your internet connection, the ability to dial 911 may be impaired or unavailable. Thus, it is crucial to maintain alternative means of contacting emergency services.
Physical Address Registration for E911 Services
To ensure the effectiveness of the E911 service, it is mandatory for all customers to register the accurate physical address where our services will be utilized. This address is used to route any 911 calls made from your devices to the appropriate emergency response center.
Address Update Requirements
If you move or change the location where you use our service, you must update your registered address immediately with InnoviseTek. Failure to provide the current address can result in emergency calls being directed to the wrong emergency service provider, thereby delaying response in critical situations.
How to Update Your Address
You can update your service address through your online account management portal or by contacting our customer support directly. This update should be made before you begin using our service at a new location.
Limitations of E911 Services
Please be aware that certain circumstances and technical limitations may delay or prevent the delivery of your 911 call, even with correct address information. Such limitations include, but are not limited to, network congestion, network/equipment failure, or transfer of your phone number from or to another provider.
Liability and Indemnity
InnoviseTek does not assume liability for any failures, delays, or inaccuracies in providing access to emergency services through E911 dialing under any circumstances. By agreeing to this MSA and using our E911 services, you understand the limitations and agree to indemnify and hold harmless InnoviseTek for any claims, damages, or liabilities arising from the failure to access emergency services.
Data Policy
Monitoring and Recording
InnoviseTek reserves the right to monitor and record all data and communications transmitted or received through our services. This surveillance is primarily conducted to maintain and enhance service quality, ensuring optimal performance and reliability of our telecommunications and related services.
Purpose of Data Collection
The monitoring and recording of communications are intended to help troubleshoot operational issues, manage network performance, detect unauthorized use of our systems, and enhance the overall security of our services. By using our services, you consent to such monitoring and recording by InnoviseTek.
Use of Collected Data
Data collected through monitoring may be used for the following purposes:
- Service Quality Enhancement:
To analyze service usage and performance to make improvements in service delivery and customer support.
• Impair InnoviseTek’s ability to provide services efficiently to other customers, including, but not limited to, overloading systems, spreading malware, or conducting attacks such as Denial of Service (DoS).
- Legal Compliance:
To comply with applicable laws and regulations, which may require the retention and provision of communication records to authorized law enforcement or government agencies under certain circumstances.
- Security Measures:
To prevent fraud, enforce our terms of service, respond to legal processes, or protect the rights, property, or safety of InnoviseTek and its customers.
Data Protection and Privacy
InnoviseTek is committed to protecting the privacy and security of your data. We implement industry-standard security measures to protect data against unauthorized access and disclosure. Details regarding the handling, storage, and protection of your data are further outlined in our Privacy Policy, which complements this Data Policy.
Disclosure to Authorities
Under specific legal obligations, InnoviseTek may be required to provide recorded or monitored data to law enforcement or governmental authorities. Such disclosures will be conducted in accordance with applicable laws and regulations to ensure compliance with legal processes.
Customer Consent
By agreeing to this MSA and continuing to use our services, you acknowledge and consent to the potential monitoring and recording of your communications as outlined in this Data Policy.
You also agree to the use and disclosure of this information as necessary for the purposes described above.
You also agree to the use and disclosure of this information as necessary for the purposes described above.
Changes to Data Policy
InnoviseTek reserves the right to modify this Data Policy at any time.
Changes will be effective immediately upon posting the revised policy on the InnoviseTek website.
By continuing to use the services after these changes are made, you agree to the revised policy.
Changes will be effective immediately upon posting the revised policy on the InnoviseTek website.
By continuing to use the services after these changes are made, you agree to the revised policy.
Equipment Requirements
Mandatory Use of Approved Equipment
To ensure the highest quality of service and maintain the integrity of our network, you are required to use only InnoviseTek-approved equipment to access our services. The use of non-approved equipment can lead to service malfunctions, security vulnerabilities, and may violate the terms of this agreement.
Sources of Equipment
Approved equipment necessary to access and utilize InnoviseTek’s services may be provided directly by InnoviseTek or through our network of authorized agents and distributors. This equipment is specifically configured to be compatible with InnoviseTek’s telecommunications infrastructure and complies with our operational standards.
Terms of Equipment Provision
The equipment provided by InnoviseTek or its authorized agents is subject to the following conditions:
- Leasing or Purchase:
Equipment may be leased to you as part of your service package or may be available for purchase.
Specific terms, including payment options and ownership details, will be outlined in a separate agreement or addendum to this MSA.
Specific terms, including payment options and ownership details, will be outlined in a separate agreement or addendum to this MSA.
- Configuration and Setup:
Equipment will be pre-configured for immediate use. You may be required to follow specific setup instructions to activate the equipment. InnoviseTek’s customer support is available to assist with equipment setup and troubleshooting.
- Maintenance and Repairs:
Maintenance of the equipment shall be handled by InnoviseTek or its designated agents. You are required to report any malfunctions or issues with the equipment promptly. Unauthorized attempts to repair or modify the equipment are prohibited and may void any warranties.
Compliance with Specifications
All equipment used to access InnoviseTek services must comply with our technical specifications. These specifications are designed to optimize service performance and ensure compatibility with technological and regulatory standards. Detailed specifications can be obtained from InnoviseTek upon request.
Replacement and Upgrades
InnoviseTek reserves the right to require the replacement or upgrading of any equipment as needed to comply with service upgrades, legal regulations, or security requirements. Such changes will be communicated in advance, and terms for equipment replacement or upgrade will be provided at that time.
Return of Equipment
Upon termination of services or as otherwise requested by InnoviseTek, you may be required to return any leased equipment in good working condition. Failure to return equipment in accordance with the terms specified may result in additional fees or penalties.
Charges and Payments
Responsibility for Charges
As a customer of InnoviseTek, you are responsible for the payment of all taxes, fees, and charges that accrue from your use of our services. This includes, but is not limited to, monthly service fees, usage charges, and additional feature charges, as well as any taxes or fees levied by governmental entities.
Billing Procedures
- VoIP Phone Systems:
Charges for our services are billed on a monthly basis, with each billing cycle beginning on the date of service activation. You will receive a detailed statement for each billing cycle, which will itemize the service fees along with any applicable taxes and additional charges.
- Cloud PBX:
Payments are due on the specified due date indicated on your billing statement. Late payments may incur additional fees and disrupt your service continuity.
- Call Center Solutions:
InnoviseTek accepts various forms of payment, including credit cards, debit cards, and electronic bank transfers. Please ensure that your payment information is up to date to avoid service interruptions.
Adjustments and Changes to Charges
- VoIP Phone Systems:
InnoviseTek reserves the right to modify service prices periodically. Any changes in pricing will be communicated to you with at least 30 days’ notice before they take effect.
- Cloud PBX:
Fees for services may also be subject to adjustments for reasons including, but not limited to, changes in governmental regulatory requirements, enhancements in service features, or shifts in market conditions.
Money Back Guarantee
Outstanding Balances
Failure to pay your account balance on time may result in the suspension or termination of your services. InnoviseTek will provide notifications of any overdue payments and allow a grace period for payment before services are affected. Continued non-payment may lead to collection efforts.
Queries and Disputes
If you believe there are errors in your billing statement, or if you wish to dispute any charges, you must contact InnoviseTek within 60 days of the statement date. Delayed queries may not be eligible for adjustments or credits.
Account Management
Confidentiality of Account Information
As a customer of InnoviseTek, you are obligated to maintain the confidentiality of your account information, including your username, password, and any other authentication details. You are responsible for safeguarding this information to prevent unauthorized access to your account.
Responsibility for Account Activities
You are solely responsible for all activities that occur under your account, regardless of whether those activities are undertaken by you or others. This includes any actions taken through your account that result in changes to account settings, service usage, or interactions with our support and billing departments.
Security Practices
To help protect your account, we recommend that you:
• Regularly update your passwords and use strong, unique combinations of letters, numbers, and symbols.
• Enable two-factor authentication (2FA) if available.
• Keep your contact information up to date to receive timely alerts and notices about your account.
• Immediately notify InnoviseTek of any unauthorized use of your account or any other breaches of security.
• Enable two-factor authentication (2FA) if available.
• Keep your contact information up to date to receive timely alerts and notices about your account.
• Immediately notify InnoviseTek of any unauthorized use of your account or any other breaches of security.
Liability for Security Breaches
InnoviseTek is committed to providing a secure platform and protecting the integrity of our network and customer accounts. However, we cannot be held liable for any loss, damage, or other impacts that may result from unauthorized access to your account due to your failure to secure your account information. By maintaining proper security, you not only protect your own data but also contribute to the overall security of the online environment.
Recovery from Unauthorized Access
In the event of any unauthorized access to your account, please contact InnoviseTek immediately. We will work with you to take all necessary steps to regain control of your account, review any unauthorized modifications, and mitigate any damages. This process may include resetting passwords, revoking access to suspect devices, and collaborating with law enforcement if necessary.
Account Review and Updates
You are encouraged to review your account settings and personal information periodically to ensure accuracy and to make any necessary updates to enhance your account security. InnoviseTek may also require periodic updates to your account information to ensure compliance with regulatory standards and for the delivery of notifications and alerts.
Legal Compliance
Adherence to Laws
As a customer of InnoviseTek, you are obligated to use our services in strict compliance with all applicable local, state, national, and international laws and regulations. This commitment extends to all laws governing communications, data protection, intellectual property, privacy, and any other statutes relevant to the lawful use of telecommunications services.
Prohibition of Illegal Activities
You must not engage in any illegal activities through the use of InnoviseTek services. This includes, but is not limited to:
• Distributing or accessing illegal content such as child pornography or pirated software.
• Conducting fraudulent schemes, phishing, or engaging in identity theft.
• Transmitting data or software that contains viruses, worms, spyware, adware, or any other harmful or destructive content.
• Violating the rights of others, including privacy and intellectual property rights.
• Conducting fraudulent schemes, phishing, or engaging in identity theft.
• Transmitting data or software that contains viruses, worms, spyware, adware, or any other harmful or destructive content.
• Violating the rights of others, including privacy and intellectual property rights.
InnoviseTek’s Rights in Cases of Illegal Use
Should you use InnoviseTek’s services for any unlawful purposes, we reserve the right to:
•Terminate your service immediately without prior notice.
•Remove or block access to any illegal content associated with your account.
•Report any illegal activities to the appropriate law enforcement agencies, regulatory bodies, or other third parties. This includes sharing information that is necessary for the investigation and prosecution of illegal activities.
•Remove or block access to any illegal content associated with your account.
•Report any illegal activities to the appropriate law enforcement agencies, regulatory bodies, or other third parties. This includes sharing information that is necessary for the investigation and prosecution of illegal activities.
Cooperation with Authorities
InnoviseTek will cooperate fully with law enforcement and other governmental agencies in investigating and prosecuting users who engage in illegal activities using our services. This cooperation may include, but is not limited to, the provision of account information, usage history, and any other data deemed relevant by legal authorities.
Notification of Law Enforcement
You will be notified of any legal requests or orders from law enforcement or other authorities regarding your account, unless such notification is prohibited by law or a court order. InnoviseTek commits to transparency in its legal processes, while complying with its legal obligations.
Legal Disputes
In the event of a legal dispute or law enforcement inquiry relating to your use of InnoviseTek’s services, you may be required to bear the legal costs incurred by InnoviseTek in connection with any investigations, court proceedings, or legal compliance measures.
Dispute Resolution
Arbitration Agreement
To ensure a timely and cost-effective resolution of disputes, InnoviseTek requires that any disputes or claims arising out of or relating to this agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, be resolved exclusively through final and binding arbitration, rather than in court.
Governing Rules
The arbitration shall be conducted by a single arbitrator under the rules then prevailing of the American Arbitration Association (AAA), specifically under its Commercial Arbitration Rules, which are available at www.adr.org or by requesting them from InnoviseTek’s legal department.
Arbitration Location
The arbitration proceedings shall be held in North Carolina, USA, unless both parties agree in writing to a different location. The decision to hold arbitration in North Carolina reflects the location of InnoviseTek’s principal place of business and aims to centralize the dispute resolution process.
Binding Nature of Arbitration
The arbitrator’s decision shall be controlled by the terms and conditions of this MSA and any of its supplements. The award rendered by the arbitrator shall be final and binding on both parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Arbitration Costs
The costs of arbitration, including administrative fees, professional fees, and arbitrator fees, will be shared equally by the parties unless the arbitrator determines that the fees should be allocated differently. Each party is responsible for its own attorneys’ fees and expenses unless awarded by the arbitrator under applicable law or in accordance with the terms of this agreement.
Limitations on Arbitration
You and InnoviseTek agree that any arbitration shall be limited to the dispute between InnoviseTek and you individually. To the full extent permitted by law,
(1) no arbitration shall be joined with any other proceeding;
(2) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
(3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
(1) no arbitration shall be joined with any other proceeding;
(2) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
(3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Arbitration
The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and any claim for injunctive relief.
Modifications to Terms
Right to Modify Terms
InnoviseTek reserves the unilateral right to modify, amend, or alter the terms and conditions of this Master Service Agreement (MSA) at any time. Such modifications may reflect changes in the legal and regulatory framework, advancements in technology, evolutions in our business practices, or adjustments required to maintain or enhance service quality, security, and operational efficiency.
Notification of Changes
We are committed to keeping you informed of any changes to the terms of this MSA. When modifications are made, InnoviseTek will provide notice of these changes in at least one of the following ways:
• Posting an updated version of the MSA on our website.
• Sending an email notification to the address associated with your account.
• Providing in-service notifications through your user dashboard.
• Sending an email notification to the address associated with your account.
• Providing in-service notifications through your user dashboard.
Effective Date of Changes
Modifications to the MSA will become effective immediately upon posting or as otherwise stated in our notice to you. For significant changes that materially alter your rights or obligations, we will strive to give reasonable advance notice so that you can review the changes before they become effective.
Acceptance of Modified Terms
Your continued use of InnoviseTek’s services after any modifications to the terms indicates your acceptance of the new terms. If you do not agree to the modified terms, your sole remedy is to discontinue using InnoviseTek’s services and terminate your account in accordance with the terms of this MSA.
Consultation Opportunity
We encourage you to review any revised terms carefully. If you have any questions or need further clarification regarding the changes, please contact our customer service team. We are available to provide assistance and help you understand how the changes may affect your use of InnoviseTek’s services.
Historical Versions
For your reference and transparency, historical versions of this MSA will be archived and made accessible on our website. This will allow you to review prior versions of the agreement to understand the evolution of our terms over time.
General Provisions
Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of North Carolina, USA. This choice of law is consistent regardless of your location or the jurisdiction in which the service is used. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Jurisdiction
Any legal actions, suits or proceedings arising out of this Agreement (including, without limitation, its interpretation, construction, performance, or breach) shall be brought exclusively in the state and federal courts located in North Carolina. By entering into this agreement, both parties consent to the jurisdiction and venue in these courts.
Conflict of Law
This Agreement shall be considered without regard to any conflict of law principles. InnoviseTek and the customer agree that any conflicts will be resolved in the jurisdiction as stated, applying North Carolina state law.
Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, reflecting the parties’ original intent as closely as possible. If such modification is not possible, the provision will be severed from this Agreement. Importantly, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions, which will continue in full force and effect.
Entire Agreement
This Agreement constitutes the entire agreement between InnoviseTek and the customer regarding the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, regarding such subject matter.
Amendments
No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right or remedy under this Agreement will operate as a waiver of such right or remedy.
Notices
All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and will be deemed given when delivered by email or postal mail to the addresses specified in the account information unless changed by the respective party by proper notice.
Severability and Non-Waiver
Severability
If any provision of this Agreement, or any portion thereof, is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision will be modified by the court and interpreted so as best to accomplish the original provision to the fullest extent permitted by law. The remaining provisions of the Agreement will remain in effect and enforceable. This ensures that the Agreement as a whole will continue to function despite the invalidity of an individual provision.
Non-Waiver
The failure of InnoviseTek at any time to require performance of any provision of this Agreement shall in no manner affect our right at a later time to enforce the same. No waiver by InnoviseTek of any breach of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of this Agreement.
Future Enforcement
A waiver of any provision of this Agreement will not be effective unless made in writing and signed by an authorized representative of InnoviseTek. Such a waiver will not constitute a waiver of any other provision or a continuing waiver of the provision waived unless expressly stated in the written waiver.
Consistency of Enforcement
This section is intended to prevent any misunderstandings or allegations that InnoviseTek may have waived any rights by any failure to enforce rights promptly. Continued flexibility in enforcement from InnoviseTek should not be construed as a waiver of our ability to enforce such provisions or any other provisions of this Agreement in the future.
Entire Agreement
Comprehensive Agreement
This Master Service Agreement (MSA), together with any appendices, schedules, exhibits, and documents incorporated by reference, constitutes the full and exclusive statement of the agreement between InnoviseTek and you, the customer. This agreement supersedes all prior negotiations, discussions, representations, or agreements, whether written or oral, regarding the subject matter herein.
Incorporation by Reference
All additional documents and materials referenced in this MSA are considered integral parts of this agreement. This includes, but is not limited to, privacy policies, usage policies, pricing schedules, and service descriptions, all of which are accessible via our official website or available upon request from InnoviseTek customer service.
Understanding and Acceptance
By signing up for and using InnoviseTek’s services, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions outlined in this MSA and any document incorporated by reference. You affirm that you have not relied upon any promises, representations, or statements not contained in this written agreement.
Modifications to the Agreement
No modification, amendment, or waiver of any provision of this MSA will be effective unless in writing and signed by authorized representatives of both InnoviseTek and you. Any oral representations or modifications concerning this agreement will be of no force or effect.
Authority to Enter Agreement
Each party warrants that they have the legal authority to enter into this agreement and that they have obtained all necessary approvals to do so. You represent that you are legally capable of entering into binding contracts, and those acting on behalf of a company or entity are duly authorized to bind the company to such terms.
Legal Effectiveness
This clause clarifies that the MSA, along with referenced documents, fully delineates the rights and obligations of both parties and is legally binding upon agreement. It is intended to ensure clarity and prevent disputes over terms not explicitly stated within this contractual framework.
