These Terms and Conditions between EPIC iO Technologies, Inc., a Delaware Corporation, having its principal place of business at 3463 Lakemont Blvd, Suite 104 B, Fort Mill, SC 29708 ("EPIC iO") and any purchaser of EPIC iO Hardware Products pursuant to a binding quote, purchase order, invoice or other sales documentation ("Customer" and together with EPIC iO the "Parties" and individually each a "Party") shall establish the terms of purchase of the EPIC iO Product (the "Terms and Conditions" or the "Agreement"). Customer understands and agrees that these Terms and Conditions apply to transactions whereby the title of the Hardware Product is transferred to the Customer and shall be deemed to be part of any purchase order, agreement and/or. Customer understands and agrees that these Terms and Conditions shall govern any such transaction and any additional terms are objected to and disallowed.
All price lists, quotations, order confirmations and acknowledgments, and sales invoices of EPIC iO relating to the sale of products by EPIC iO to the Customer are subject to the following terms and conditions:
b. Background. EPIC iO Products: EPIC iO, is a market leader in IP Surveillance focusing on multiple surveillance markets including video storage solutions, CCTV Security Camera surveillance, IP Networked Security systems, Rapid Deploy Systems for Public Safety, and Access Control Services, software and cloud services. These Terms and Conditions shall govern Customer's purchase of any such hardware product(s) (collectively, the "Products") from EPIC iO.
By email: suppor[email protected]
Contacting EPIC iO: EPIC iO may be contacted using any of the following methods: By mail: 3463 Lakemont Blvd Suite 104B, Ft Mill, SC 29708 "
By email: [email protected]
By phone: 877.291.9575
By web: https://epicio.com
Normal business hours of operation are from Monday through Friday 8am to 5pm (EST). In special instances EPIC iO may be closed due to a holiday or other reasons. During those instances, EPIC iO may not be readily available to respond to any inquiry. Inquiries during these times will be responded to on or after the next normal operating business day. Monitoring, remote support, and after-hours services are provided by our Network Operations Center / Technical Assistance Center.
b. Applicability. These Terms and Conditions apply to sales of EPIC iO Hardware Products in which title to such Products are transferred to the Customer. EPIC iO Services, Software Products and Hardware Products sold on a subscription basis are controlled by a separately executed Master Services Agreement.
c. Formation of Contract. An order is deemed by EPIC iO to be an offer to purchase, which EPIC iO may accept or reject in its sole discretion. EPIC iO's acceptance of an offer to purchase is binding on EPIC iO if made by written instrument, or if the Product is delivered by EPIC iO. Any automatic or computer-generated response to an order by EPIC iO's internal electronic data exchange system or otherwise shall not be deemed acceptance of an order.
2. ACCEPTANCE OF TERMS
a. Acceptance of Orders. The acceptance of any order by EPIC iO is subject to Customer's acceptance of all of the terms and conditions set forth in these Terms and Conditions of Sale and the EPIC iO EULA and any other applicable Agreements as agreed between the Parties in writing. Customer's agreement to these Terms and Conditions and the EULA shall be presumed from Customer's receipt of these Terms and Conditions of Sale or from Customer's acceptance of any or all parts of the Products ordered. In the event of a shortage of products, EPIC iO may allocate, at its sole discretion, product production and deliveries.
b. Payment Terms. Customer shall pay to EPIC iO, all fees due hereunder within thirty (30) days of invoice. Unless otherwise agreed in writing by EPIC iO, all purchases are non-cancellable, and all fees are non-refundable. Customer shall have no right to withhold or reduce amounts owed or set off any amount against amounts owed for any alleged claims or alleged defects.
c. At the sole option of EPIC iO, export orders may be subject to special export payment terms and conditions. Customer shall conform to all applicable export statutes, and regulations for such export orders. Cash or anticipation discounts will not be accepted. All payments must be in U.S. dollars. EPIC iO shall have the right to offset or deduct payment against any sums owed to Customer by EPIC iO. If the products are delivered in installments, Customer shall pay for each installment in accordance with the above payment terms.
d. Late Payments. If Customer fails to make payment within thirty (30) days from EPIC iO'S invoice, EPIC iO may defer any future shipments until such payment is made or may, at its option, cancel all or any part of unshipped order and/or other unshipped orders.
c. Late Payments. Any sums owed to EPIC iO and not paid when due shall be subject to late charges equal to the lower of: (i) 1.5% per month (18% APR); or (ii) the maximum amount allowed by applicable law, from the date payment becomes due until payment is received. In addition, EPIC iO shall be entitled to reimbursement for all costs of collection, including, but not limited to attorney fees whether or not legal action is instituted, and shall include all costs of trial and any appeal therefrom.
d. Sales Tax. EPIC iO is required to charge applicable state and local tax on every item for which sales tax applies pursuant to applicable law, and for which an exemption certification has not been provided by Customer. When ordering, Customer shall indicate clearly which items are tax-exempt and provide its tax-exempt number and certificate. Internet sales are subject to sales tax requirements in the same manner as offline sales. The amount of sales tax charged depends on several factors, including the type of purchaser, the items purchased, and the state and/or local sales tax rate charged at the destination where the items are shipped. Sales tax will be charged by EPIC iO where applicable.
e. Shipping. Products shall be shipped F.O.B. (Incoterms 2020) from point of origin, freight prepaid, and invoiced to Customer. Alternate or additional terms may apply to deliveries to the non-contiguous United States, and on all orders for delivery outside of the United States. Customer shall pay any extra charges incurred for additional services, including, but not limited to using Customer carrier, special handling, all duties, tariffs and customs fees, or any special delivery instructions. Title and Risk of loss shall pass to Customer upon receipt by Customer, as evidenced by delivery confirmation of the carrier.
f. Cancellations and Rescheduling. If Customer cancels or reschedules an order for EPIC iO Product within thirty (30) days of EPIC iO's estimated shipping date, Customer shall pay EPIC iO the restocking fees associated with such canceled order.
3. WARRANTY AND LIMITATION OF LIABILITY
a. Limited Warranty. Unless otherwise specified in writing or agreed to in writing by the Parties, all EPIC iO Products manufactured and distributed by EPIC iO are warranted only to Customers for use in business or original equipment manufacturer, against defects in workmanship or materials under normal use for a period of one (1) year from the date of purchase. Any Product which is returned to EPIC iO requires a "Returned Merchandise Authorization" ("RMA") with shipping costs prepaid. Products returned under warranty, determined by EPIC iO to be defective in materials or workmanship, will be repaired or replaced at the option of EPIC iO. The above shall be Customer's exclusive remedy for any defect mentioned above in accordance with the limited warranty mentioned herein. EPIC iO warrants only those defects that arise as a result of normal use of the Product and does not cover any other problems, including those that arise as a result of: (i) improper maintenance or modification; (ii) software, media, parts or supplies not provided or supported by EPIC iO; (iii) operation outside the Product's specifications; (iv) negligence, unauthorized modification or misuse, (v) building power or connectivity issues, or (vi) acts of nature. Any modifications to the system, hardware or software by Customer, a third party, or any other party or individual aside from EPIC iO can cause system failure and invalidate the warranty described herein.
b. Pass-Through Warranty. To the extent that any Product or component thereof is covered by a manufacturer's warranty longer than one (1) year, EPIC iO will pass through the benefits of such warranty to Customer on a parts-only basis. In such case, EPIC iO will assist Customer to obtain replacement parts and offer repair/installation services to Customer at standard EPIC iO rates for such service(s). All warranty work shall be performed during normal business hours Monday - Friday, 8:00am - 5:00 pm Local Time Zone.
c. Warranty Disclaimer. The limited warranty above, and any warranties provided in the EULA or explicitly in writing are the sole warranties of EPIC iO. Descriptions in product literature or elsewhere are not warranties. No warranty or affirmation of fact, express or implied, other than as set forth in these Terms and Conditions is made or authorized by EPIC iO. EPIC iO disclaims any liability for product defect claims that arise from product misuse, improper product selection or misapplication. Furthermore, EPIC iO makes no warranty of merchantability or fitness for a particular purpose.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER EPIC iO OR ITS VENDORS MAKE ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR INTEGRATION WITH THE SERVICE, OR ANY CONSULTING SERVICES, SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE OPERATION OF ANY SUCH SERVICE, SOFTWARE, HARDWARE OR OTHER MATERIAL WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE.
d. Limitation of Liability. IN NO EVENT SHALL EPIC iO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF USE, DATA OR PROFIT, ARISING OUT OF OR CONNECTED WITH THE USE OR FAILURE OF THE PRODUCTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF EPIC iO HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL EPIC iO'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY THE CUSTOMER TO EPIC iO FOR ANY PRODUCTS FURNISHED UNDER THIS AGREEMENT.
The above provisions of the Agreement allocate the risks between EPIC iO and Customer. The fees reflect this allocation of risk and limitations of liability herein. The aforementioned liability limitations shall include any claims against employees of, subcontractors of, or any other persons authorized by either party.
e. Force Majeure. EPIC iO shall not be in breach of this contract and shall not be liable for any non-performance or delay in performance if such non-performance or delay is due to the Customer, a force majeure event or other circumstances beyond EPIC iO's reasonable control, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, global or local pandemic, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, pandemic, terrorist act or Act of God.
4. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
a. Intellectual Property. Customer acknowledges the Intellectual Property of any and all EPIC iO Product are solely and exclusively the property of EPIC iO. The Intellectual Property shall include all EPIC iO Products or Software and its underlying technology. Customer shall not remove, or allow the removal of, any copyright or other proprietary rights notice included in and on EPIC iO's Products or Software or take any other action that could adversely affect the property rights of EPIC iO. Except as expressly provided, nothing in these Terms and Conditions shall be deemed to give Customer any rights in the trademarks, service marks, patents, trade secrets, confidential information, copyrights or other intellectual property rights of EPIC iO, and Customer shall be strictly prohibited from using the name, trademarks or service marks of EPIC iO in Customer's promotion or publicity without EPIC iO's prior express written approval.
b. Confidential Information. The receiving party shall protect the confidentiality and secrecy of the disclosing party's Confidential Information and shall prevent any improper disclosure or use thereof by its employees, agents, contractors or consultants, in the same manner and with the same degree of care (but in no event less than a reasonable degree of care) as it uses in protecting its own information of a confidential nature for a period of three (3) years from the date of such disclosure. Each party must inform its employees having access to the other's Confidential Information of restrictions required to comply with this Section. Each party agrees to provide notice to the other immediately after learning of or having reason to suspect a breach of any of the restrictions of this Section. Notwithstanding the foregoing, each party may disclose the other party's Confidential Information if and to the extent that such disclosure is required by applicable law, provided that the receiving party uses reasonable efforts to limit the disclosure and provides the disclosing party a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure.
c. Ownership of Confidential Information. Each party retains for itself all proprietary rights it possesses in and to all of its own Confidential Information. Accordingly, Confidential Information which the disclosing party may furnish to the receiving party shall be in the receiving party's possession pursuant only to a restrictive, nontransferable, nonexclusive license under which the receiving party may use such Confidential Information under the terms of this Agreement, solely for the purposes of satisfying its obligations hereunder.
d. Remedies. Each party acknowledges that any material violation of the rights and obligations provided in this Section may result in immediate and irreparable injury to the other party, and hereby agrees that the aggrieved party shall be entitled to immediate temporary, preliminary, and permanent injunctive relief against any such continued violations upon adequate proof, as required by applicable law. Each party hereby submits itself to the personal jurisdiction of the courts of competent subject matter jurisdiction for purposes of entry of such injunctive relief.
a. Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
b. Validity. A printed version of these Terms and Conditions shall be admissible in judicial or administrative proceedings and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
c. Entire Agreement. No prior representations or statements relating to the sale of the products made by any EPIC iO representative, which are not stated herein, shall be binding on EPIC iO. No addition to or modification of any provision of this contract shall be binding upon EPIC iO unless made in writing and signed by a duly authorized EPIC iO representative. No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this contract. If a purchase order or other correspondence contains terms or conditions contrary to these "Terms and Conditions of Sale", the acceptance by EPIC iO of any order shall not be construed as an agreement to any additional terms and conditions, nor will that constitute a waiver by EPIC iO of any of the terms and conditions contained in this Agreement.
d. Amendment. No addition or modification of terms and conditions shall be binding upon EPIC iO unless agreed to by EPIC iO in writing.
e. Conflict. Any additional, inconsistent, or different "Terms and Conditions of Sale" or conditions of purchase of Customer contained in Customer's purchase order, or other document submitted to EPIC iO at any time, whether before or after the date hereof, are hereby expressly rejected by EPIC iO. Furthermore, this Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by one party to the other, and any additional terms and conditions in any such purchase order or other document shall have no force and effect.
f. Notice. All notices pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered (certified or registered mail or by an overnight courier service with delivery receipt) to the respective executive offices of EPIC iO or Customer at the address first set forth in these Terms and Conditions.
g. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, without reference to its conflicts of law principles. Any action brought to enforce or interpret this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Mecklenburg County, North Carolina ("Selected Venue") and each party hereby irrevocably and unconditionally consents to personal jurisdiction of the Selected Venue.
SOUTH CAROLINA, USA
3463 Lakemont Blvd. Suite 104B Fort Mill, SC 29708
2400 Rockefeller Dr.
Ceres, CA 95307
745 NW Mt. Washington Suite 300
Bend, OR 97703
ALAJUELA, COSTA RICA
AC NetCenter 2nd Floor San Ramon
630 Humberto Primo
Humberto Primo Tower, Floor 3, Office H33
EPIC iO. All Rights Reserved. 2022.