Last Updated: 27 Oct, 2023
Alectrona’s (“Alectrona”) Services Policy (“Services Policy”),in conjunction with all SOWs, Customer (“Customer”) orders, and services provided to Customer as agreed to between the Customer and Alectrona, and any subsequent amendments are collectively incorporated and referred to as theAgreement (“Agreement”). Alectrona and the Customer may also be referred to as(“Party”), collectively (“Parties”). Please read the terms of this ServicesPolicy carefully.
· Alectrona will contact Customer to arrange the primary objectives of the consultation, date, time;
· Alectrona will determine if the services will be provided on-site or remotely. Alectrona reserves the right to judge which method is most appropriate for delivery of the consultation or training;
· Alectrona will assistCustomer in deciding the priorities of the consultation and the objectives to accomplish within the confines of the amount of time purchased; and,
· Alectrona will also discuss next steps and identify additional materials, trainings, or other services recommended.
· Customer will designate an employee to be the contact person;
· Customer will be responsible for providing priorities, specifications, resources, and any information needed to meet the objectives of the services provided by Alectrona;
· Customer will provide access to IT personnel, networks, and systems needed to perform the agreed-to services;
· If services are being provided at Customer’s location, Customer will provide the access and necessary space needed to provide the training or consulting services;
· Customer will provide a safe environment for Alectrona’s employees and consultants. Alectrona will not permit its personnel to be subjected to dangerous or threatening situations, locations, or equipment; and,
· Customer will take action to remedy any apparent hazards (such as toxic materials, unsafe machinery, or exposed electrical wiring) in the workplace before requesting Alectrona’s service.
Customer shall pay Alectrona the Cost of Services & Hardware for the consulting or training services listed in the Statement of Work (“SOW”). Listed fees are due upon Customer’s acceptance of the SOW, unless otherwise specified, and any remaining balance is due upon completion of scheduled consulting or training session.
Payment should be made payable to Alectrona LLC. Payment via electronic payment (ACH) is preferred. You will be sent an invitation to our online payment portal upon receipt of your first invoice.
If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 12 percent per year (12%), or the maximum percentage allowed under applicable laws, whichever is less. Customer shall pay all costs of collection, including without limitation, reasonable attorney fees.
There is a $249 cancellation fee if an appointment is cancelled by Customer without one (1) business day’s notice (8 1/2 business hours, business calendar, Monday - Friday 9:00am to 5:30pm).
ALECTRONA MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED ON ITS OWN REGARDING THE FUNCTIONALITY OF HARDWARE OR SOFTWARE, BUT INSTEAD RELIES ON THE WARRANTIES PROVIDED BY THE MANUFACTURER OF EACH SUCH PRODUCT.
EXCEPT AS STATED IN THIS SERVICES POLICY, ALECTRONA DOES NOT MAKE, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUTNOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, INTEROPERABILITY, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. ALECTRONA DOES NOT WARRANT THE WORK AND SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED AND ERROR FREE. ALECTRONA DOES NOT MAKE AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AGAINST LOSS OF DATA, SECURITY NETWORKS, AND EXPOSURE OR RELEASE OF PERSONALLY IDENTIFIABLE INFORMATION, REGARDLESS OF CAUSE. ALL WARRANTIES PROVIDED HEREIN ARE PERSONAL TO, AND INTENDED SOLELY FOR THE BENEFIT OF CLIENT,AND DO NOT EXTEND TO ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CLIENT ACKNOWLEDGES THAT ALECTRONA SHALL BEAR NO RESPONSIBILITY FOR THE PERFORMANCE, REPAIR OR WARRANTY OF ANY OF CLIENT’S SOFTWARE, HARDWARE PRODUCTS OR SERVICES PROVIDED TO CLIENT OR BY A THIRD PARTY, UNLESS OTHERWISE SET FORTH HEREIN.
NeitherParty shall be liable for any indirect, special, incidental, punitive or consequential damages, including, but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the covered computer systems.
In recognition of the relative risks and benefits of the services to both Parties, to the fullest extent permitted by law, the total maximum liability of either Party for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes (including attorneys’ fees and costs and expert witness fees and costs), under or in connection with this Services Policy shall be limited to the lesser of (a) all costs of materials, labor, and other expenses required to correct any error caused by Alectrona, or (b) $1,000.00; and in no event shall Alectrona, its licensors, or suppliers pay for incidental, indirect, special, or consequential damages, even if they have been advised of or should have foreseen, the possibility of such damages. The intention is for this limitation on liability to apply to all causes of action, however alleged or arising, unless otherwise prohibited by law.
Either Party may cancel the SOW before the scheduled consulting or training session, with a fourteen (14) day written notice to the other Party.
Other than the limited use and access rights and licenses provided under this Services Policy, Alectrona reserves all right, title and interest(including all intellectual property and proprietary rights) in and to: (i) the services; (ii) all Alectrona brands and marks; and (iii) any other technology and software the Alectrona provides or uses to provide services. Customer does not, by virtue of any SOW, this Services Policy, or otherwise, acquire any ownership interest or rights in the services, the marks, or other technology and software (including third party technology and software).
Other than the rights and interests expressly set forth in any SOW and this Services Policy, Customer reserve all right, title, and interest (including all intellectual property and proprietary rights) in and to Customer’s content. Alectrona will not disclose Customer’s content, except: (i) if Customer expressly authorizes Alectrona to do so in connection with use of the Services; or (ii) as necessary to provide the Services toCustomer, or the request of a governmental or regulatory body, subpoenas, or court orders.
Customer represents and warrants they have the necessary rights, licenses, consents, permission, waivers, and releases to all of Customer’s content, data, information, and materials provided to or accessed by Alectrona, for the purposes of Alectrona providing services. Access and use of Customer’s content, data, information, and materials will not violate the proprietary or intellectual property rights of any third party.
With respect to any of the services provided to Customer by Alectrona, Customer will not assert, nor will Customer authorize, assist, or encourage any third party to assert, against Alectrona or any of Alectrona’s customers, endusers, vendors, business partners (including third party sellers on websites operated by or on behalf of Alectrona), sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such services.
Alectrona will have the unrestricted right to use or act upon any suggestion, idea, enhancement request, feedback, recommendation or other information provided by Customer, or any other party, relating to the services to the extent it does not constitute Customer’s content.
If performance of services is prevented, restricted, or interfered with by causes beyond either Party's reasonable control("Force Majeure"), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, cyber attacks, or supplier failures. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
If any provision of this ServicesPolicy or of any SOW is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Services Policy is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
The SOW may be modified or amended in writing, if the writing is signed by the Party obligated under the amendment.
TheAgreement shall be construed in accordance with the laws of the Commonwealth ofVirginia.
Any notice or communication required or permitted under this Services Policy shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the Customer’s address listed on the SOW. For Alectrona, the address is:
AlectronaLLC ("Alectrona")
of 2776 S Arlington Mill Dr #175, Arlington, Virginia 22206.
The failure of either Party to enforce any provision of the Services Policy or SOW shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with the terms of this Service Policy and any SOWs and other agreements.
