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Terms & Conditions
<br /> Packet Fusion,Inc.,("Company'),hereby enters into this Agreement("Agreement")with: The City of Pleasanton
<br /> ("Customer'),having its executive offices at: Information Technology Division,123 Main St.,0leasanton,CA 94566 Company and Customer
<br /> intend that this Agreement shall apply exclusively to all orders placed by Customer with Company during the term hereof,and all Maintenance and Time and Material
<br /> (T&M)Work performed by Company during the term hereof. NOW,THEREFORE,in consideration of sufficient good and valuable consideration received by each party,
<br /> Company and Customer agree as follows:
<br /> A. LIMITED WARRANTY
<br /> 1. Equipment.All equipment,materials,parts,components,and peripheral equipment("Equipment"),described in the Scope of Work and
<br /> supplied and/or installed by Packet Fusion pursuant to the attached Agreement,are warranted to be free of defects under normal use for the period of the
<br /> manufacturer's written warranty.All assignable manufacturer's warranties applicable to such Equipment will be assigned to the Client upon installation.Any
<br /> extended warranty available from the manufacturer of such Equipment may be made available to the Client.All Equipment warranties are subject to,and limited
<br /> by,the terms and conditions imposed by the written warranties extended by the respective manufacturers of the Equipment.
<br /> 2. Labor.All labor and/or services("Labor"),provided by Packet Fusion as described in the Scope of Work and provided pursuant to the attached
<br /> Agreement,is warranted to be performed in a competent and professional manner,and to be free of defects under normal use for one(1)year from the date such
<br /> Labor is provided.
<br /> 3. Repair or Replace.Except as otherwise provided in the Manufacturer's written warranties,within the Limited Warranty pericds set forth above,
<br /> as to any defects in Equipment and/or Labor installed or supplied by Packet Fusion pursuant to the attached Agreement,the extent of Packet Fusion'liability is
<br /> limited to the repair and/or the replacement of such Equipment with a similar item,free from the defects in question,or the re-performance of such services
<br /> without such defects.
<br /> 4. No Consequential or Liquidated Damages.In no event shall Packet Fusion be liable for any incidental,consequential or liquidated damages arising from or
<br /> related to any alleged defect in the Equipment and/or Labor. Packet Fusion shall have no responsibility for,nor any other liability or warranty for,defects,
<br /> damages or delays caused by the actions or inactions of persons or entities not affiliated with Packet Fusion,or caused by,or attributable to any reason beyond
<br /> Packet Fusion'reasonable control.
<br /> 5. No Other Warranties.The Limited Warranties provided herein are exclusive of,in lieu of,and Client hereby waives,any and all other
<br /> warranties,guaranties,remedies,or liabilities,express or implied,arising by law or otherwise,including,without limitat ion,any warranty of merchantability,or
<br /> fitness for a particular use.This Limited Warranty is only effective upon Client's payment in full of all sums due to Packet Fusion pursuant to the attached
<br /> Agreement.This Limited Warranty cannot be extended,altered,or voided,except by a written agreement signed by an authorized officer of Packet Fusion and
<br /> Client.
<br /> B. LIMITATIONS OF ACTION. Packet Fusion shall be relieved of all obligations and liability under this Limited Warranty if Client fails to report the
<br /> defect,in writing,to Packet Fusion within thirty(30)days after such defect becomes reasonably apparent. No action,including,wil hout limitation,contract and/or
<br /> tort actions,relating to the Equipment and/or Labor supplied and/or performed by Packet Fusion,may be brought by the Client mere than one(1)year after the
<br /> cause of action for same accrues.
<br /> C. PAYMENT TERMS. Unless otherwise specified in the attached Agreement,payment of all amounts due Packet Fusion are due when each invoice is rendered.
<br /> Invoices remaining unpaid after thirty(30)days from the date of the invoice shall bear interest at the rate of one and one-half percent(1.5%)per month.Packet
<br /> Fusion reserves the right to suspend all work if Client's account becomes materially past due.By executing the attached Agreement,Client also agrees to pay ALL
<br /> costs incurred by Packet Fusion to collect the amounts due Packet Fusion,including but not limited to:legal fees,costs,in-house attorney costs and fees,collection
<br /> service costs,etc.
<br /> D. CREATION OF LIEN.It is expressly understood and agreed by Client that a mechanic's lien in favor of Packet Fusion shall be created against the property where
<br /> the Equipment and/or Labor are installed or provided. Said lien shall take effect immediately upon the installation of such Equipment and/or Labor.Packet Fusion
<br /> agrees that said lien will not be recorded or foreclosed unless Client fails to timely pay for the Labor and Equipment furnished by Packet Fusion.
<br /> E. CONDITION OF PREMISES. Client shall bear full responsibility for the condition of the building and premises in which said Labor and/or Equipment is to be
<br /> installed. Client shall make any and all alterations or repairs to said building or premises that are reasonably necessary to accommodate such installation,and shall
<br /> provide reasonable and adequate access to said premises.
<br /> F. NO HIRE POLICY. During the term of this Agreement,and for a period of one(1)year after the termination of this Agreement,or the completion of the project,
<br /> whichever is later,the Client agrees that it will not,either directly or indirectly,hire,employ,retain,offer to employ,or solicit the employment of,any individual
<br /> that was employed by Packet Fusion during the term of this Agreement,nor will Client attempt to do any of the foregoing.In the event Client breaches this
<br /> provision,the parties agree that it would be difficult to establish the precise amount of damages incurred by Packet Fusion as a resift of such conduct,and
<br /> therefore the parties agree that immediately upon hiring said individual,Client shall pay to Packet Fusion an amount equal to 50%of the gross annual salary or
<br /> wages paid to the individual in question during the twelve months prior to the termination of that individual's employment with Packet Fusion.
<br /> G. NON-ASSIGNABLITY. The rights and duties of Client and Packet Fusion cannot be assigned by either party,without the advance written consent of the
<br /> remaining party to the attached Agreement,which consent shall not be unreasonably withheld.
<br /> H.GOVERNING LAW. This Limited Warranty and the attached Agreement shall be governed by and construed in accordance with the laws of the state where such
<br /> Equipment and/or Labor are supplied by Packet Fusion.
<br /> I.TOLL FRAUD. Packet Fusion will adhere to the manufacture's specifications to secure the system to prevent toll fraud. In no way Packet Fusion liable for any toll
<br /> fraud that may occur.
<br /> 1.BILLABLE ITEMS NOT COVERED BY MAINTENANCE/WARRANTY or INSTALLATION.
<br /> (a)Remote VOIP Phones: All Hardware is covered. Anytime spent troubleshooting the customer's WAN/LAN/VPN will be billed on a time and materials
<br /> basis.
<br /> (b)Desktop Applications: Unified Messaging,Faxing, SoftPhone and all versions of Communicator: Packet Fusion will warrant that the ShoreTel
<br /> software provided works as per the manufacturer specifications. Any time spent troubleshooting on a customer's PC,Laptop,Notebook,LAN/
<br /> WAN or desktop image to assure compatibility will be billed at time and materials basis,unless expressly outlined or committed to else where in this
<br /> Customer Initials: Date:
<br /> PAJKETFUSION c ShoreTel
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