Terms and Conditions

Last updated: July 17, 2022

This Master Products and Services Agreement (MPSA) is effective upon your acceptance of our terms through the submission of your order or renewal of a service agreement provided by North Country Business Products, Inc. on or after July 17, 2022. The previous update was published on October 29, 2018.

1. PURPOSE

The purpose of this Master Product and Services Agreement (“Agreement”) is to govern the terms, responsibilities, and obligations of the parties to this Agreement. This Agreement is made and entered into by and between North Country Business Products, Inc. (hereinafter referred to as “NCBP”), and Client. Client and NCBP are individually referred to as “Party” and collectively referred to as “Parties.”

2. HEADINGS

The headings in this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Agreement.

3. TERM

The term of this Agreement shall commence on the Effective Date and continue for as long as any applicable Service or Product Addendum, Order, or other Schedule associated herewith remains in effect, or twelve (12) months after NCBP ceases to provide Client with any Service hereunder, whichever is longest. Effective Date is the date the Client signs and dates this Agreement.

With regard to any Addendum executed under this Agreement, the term reflected on the Addendum or Product or Service Order shall constitute the Minimum Service Term of those services. Upon expiration of the Minimum Service Term for each Service, each Service’s Term shall automatically renew for successive twelve (12) month terms unless and until either party provides written notice to the other party at least ninety (90) days prior to the expiration of the then current term of their intent not to renew services. This Agreement and/or any Addendum(s) may be terminated pursuant to the provisions of Section 10 “Cancellation and Default” or as may be additionally defined in any individual Addendum(s). Please reference individual Addendum(s) as Termination fees may apply in the event of Termination during a Minimum Service Term.

4. PRODUCT AND SERVICE DESCRIPTIONS

Schedules contain product and service descriptions as well as service specific terms and conditions.

Equipment Purchase (see Schedule A)
Software Purchase (see Schedule B)
Equipment and/or software Rental, Hosted Services and Software as a Service (see Schedule C)
Professional Services (see Schedule D)
Maintenance and Managed Services (see Schedule E)

5. CLIENT’S OBLIGATIONS

Client acknowledges and agrees that Client may be required to provide certain equipment at Client’s premises (the Client Premises Equipment (hereinafter “CPE”) for services depending on Client’s selected configuration(s). The CPE must comply with NCBP’s requirements. In the event that the CPE or Client software not provided by NCBP impairs Client’s use of any NCBP Products or Services, Client shall nonetheless be liable for payment for all Products and Services provided by NCBP. NCBP shall not be responsible for the operation or maintenance of Client owned and operated CPE.

If NCBP provided CPE that is not specifically purchased by Client, the CPE will be owned and maintained by NCBP and act as demarcation point between the NCBP and Client network. Client is required to safe keep all NCBP CPE and is solely responsible for any damage, loss or theft to NCBP CPE.

Client is required to provide any and all electrical power and any necessary secondary/back-up power, a suitable cable access route, environment, and space for NCBP provided CPE, Products and Services.

It is expressly understood that that installation of the requisite power and communication wiring is the sole responsibility of the Client. Client hereby acknowledges receipt of documentation concerning the requirement for dedicated, isolated and insulated AC power specifications for all equipment.

NCBP shall not be responsible for the inspection of such electrical installation and any malfunction, damage or destruction of equipment due to incorrect power or communication wiring installation is solely Client’s responsibility and shall be excluded from any warranty or maintenance coverage that may be in effect.

Client is entirely responsible for the environment, electrical interconnections, internet, machinery, equipment interfaced to or used in conjunction with any Products or Services as well as any modifications to facilities necessary for proper installation of the Products or Services in accordance with NCBP specifications. Client shall ensure that any Client provided CPE that is to interface or interact with any Products or Service shall operate to manufacturers’ specifications. Defects in any such Client provided CPE or in the manufacturers’ specifications are the responsibility of Client.

Client shall compensate NCBP for actual time and materials expended as a result of such defects at NCBP’s prevailing rates.

Client acknowledges that the security and protection of its systems and data, including any Products or Services delivered under this Agreement, is solely and entirely Client’s responsibility. This includes protections against unauthorized access. If the Client’s System has persistent connections to the Internet, or processes credit, debit, EBT gift card, or other electronic payment transactions over the Internet, or otherwise has persistent connections to any network where there is a potential for unauthorized access, CLIENT IS SOLELY RESPONSIBLE FOR SECURITY. Client must have a properly configured firewall for each site having a persistent connection to the Internet, or any network where there is potential for unauthorized access. Client must secure and maintain virus and spyware protection software, which may include, but is not limited to firewalls, passwords, physical security, access control policies, and the like. Client acknowledges that, to be effective, virus protection and other security software require periodic updates, which Client must obtain from Client’s supplier or the manufacturer. Clients that provide their own firewall and/or virus protection take full responsibility for updates, security, repair of virus damage, and all Payment Card Industry (“PCI”) compliance requirements. NCBP disclaims any warranty, express or implied, that, after the initial installation by NCBP of System, the Client’s System or data will remain virus-free. Support or services necessitated by computer viruses, or by any failure or breach of Client’s security to Client’s System or data, including, without limitation, damage caused by hackers or persons lacking authorized access, are not covered under this Agreement, and will be supplied only upon Client’s request and on a reasonable efforts basis. Client shall compensate NCBP for actual time and materials expended as a result of such unauthorized access or modification at NCBP’s prevailing rates.

Client waives any claims against NCBP arising from Client’s failure to have or maintain current virus or spyware protection or arising as a result of a failure or breach of Client’s security for its systems or data, or as a direct result of unauthorized access to Client’s System by persons other than NCBP’s personnel.

Client acknowledges that the government, credit card providers, banks, and credit card processing companies implement specific laws, regulations and policies in conjunction with credit cards and services. CLIENT SHALL BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, POLICIES, RULES, REGULATIONS, AND PROCEDURES REQUIRED BY THE GOVERNMENT, CREDIT CARD COMPANIES, BANKS, AND/OR PROCESSORS. Except where otherwise provided, compliance costs, including licensing, monitoring, software, and services will be the sole responsibility of Client.

6. EQUIPMENT AND INSTALLATION

For any equipment provided by NCBP and not specifically purchased by Client, the equipment shall remain the sole and exclusive property of NCBP and nothing contained herein shall give or convey to Client, or any third party, any right, title, or interest whatsoever in NCBP’s equipment. NCBP’s equipment shall remain personal property, notwithstanding that it may be, or become, attached to, or embedded into real property. Client shall not tamper with, nor remove, any identification markings or labels attached to NCBP equipment identifying NCBP’s ownership interest in the equipment.

Any network equipment or services not provided by or installed by NCBP, except where specifically covered under a Product or Service Addendum or Agreement, shall be the sole responsibility of Client.

If Client provides its own equipment, NCBP shall have no obligation to install, maintain, or repair the equipment. If, on responding to a Client-initiated service call or Client-requested installation services, NCBP determines that the cause of the Product or Service deficiency was in any way caused by equipment or software other than NCBP’s equipment or software, Client shall compensate NCBP for actual time and materials expended during the service call at NCBP’s prevailing rates.

Neither party shall adjust, align, attempt to repair, relocate, or remove the other party’s equipment, except as expressly authorized in writing by the other party.

Client shall be liable for any loss of or damage to NCBP’s equipment caused by Client’s acts. Client agrees to reimburse NCBP for the reasonable cost of repair of NCBP’s equipment, or the replacement thereof, within thirty (30) days after receipt by Client of a written request for reimbursement.

NCBP shall be liable for any loss of, or damage to, Client’s equipment caused by NCBP’s negligence, intentional acts, willful misconduct, or unauthorized maintenance. NCBP shall reimburse Client for the reasonable cost of repair of the equipment, or the replacement thereof, within thirty (30) days after receipt by NCBP of a written request for reimbursement.

7. PAYMENT

Unless specifically modified and agreed to in writing, Client agrees to pay NCBP down payment upon execution of any Sales Order, with the remainder of the purchase price due upon delivery of the Hardware, Software or Services to the delivery location as specified in the Sales Order.

Client shall pay all invoices under the terms of the invoice. Any invoice not timely paid in full shall be assessed a late fee in the amount 1.5% of the unpaid balance per month or the maximum lawful rate. For past due amounts, NCBP may, after giving Client five (5) days prior written notice, suspend all Services until Client has paid its balance in full.

WRITTEN REQUESTS FOR BILLING ADJUSTMENTS TOGETHER WITH ALL SUPPORTING DOCUMENTATION MUST BE RECEIVED BY NCBP WITHIN FORTY-FIVE (45) DAYS FROM THE DATE OF THE INVOICE OR THE RIGHT TO BILLING ADJUSTMENT SHALL BE WAIVED.

Any applicable sales, use, commercial or other similar taxes or license fees invoiced to Client with respect to Products or Services provided by NCBP, shall also be payable by Client in addition to the other charges set forth in this Agreement or any Addendum. Client expressly agrees that it is responsible for remittance of any sales, import, or other taxes to applicable taxing authorities.

Client shall pay NCBP’s reasonable out-of-pocket expenses, including travel expenses, lodging, meals, or other similar expenses, which may be incurred by NCBP in performing Services (“Pass-Through Expenses”) when applicable. NCBP will notify Client of Pass-Through Expenses prior to incurring the expense.

In any instance where insurance reimbursement may be involved, Client is responsible for collection and negotiation with insurance providers. NCBP will not be responsible for collecting payment from insurance companies.

8. SECURITY INTEREST

Client, as debtor, grants NCBP a secured party purchase money security interest in software, equipment, and products purchased under the Agreement or any Addendum or Sales Order, including all accessions and attachments thereto and any proceeds thereof, until Client has paid NCBP in full for such Products and Service and reimbursed NCBP expenses associated to Services provided to purchased Products and Equipment. Client agrees that a reproduction of this Agreement will be sufficient as a financing statement and that such financing statement and this Agreement may be filed with the appropriate authorities in order to perfect NCBP security interest. Client hereby authorizes NCBP to file a financing statement pursuant to the Uniform Commercial Code describing the collateral in the Sales Order, Invoice, Product or Services Addendum, or Signed Client Proposal.

9. ASSIGNMENT

Client may not assign this Agreement or any Addendum(s) attached hereto, in whole or in part, or assign any rights or obligations without the prior express written consent of NCBP. Any attempted transfer by Client in violation of this Agreement shall operate as a breach of this Agreement. NCBP may transfer, assign, or otherwise in any manner encumber this Agreement and its rights and obligations hereunder.

10. CANCELLATION AND DEFAULT

Any Addendum or Product or Service Order, once placed with and accepted by NCBP, can be withdrawn only with NCBP’s consent in writing and upon terms that will make NCBP whole against any loss. NCBP reserves the right to retain a restocking fee and/or charges for any services provided to Client. Any discounts or concessions provided in the initial Addendum or Product or Service Order will not apply when an Addendum or Product or Service Order has been cancelled.

Either Party may terminate this Agreement or any Addendum(s) in the event the other Party fails to perform any substantial obligation on its part and does not cure such default within thirty (30) days of receipt of written notice from the non-defaulting Party. If the defaulting Party fails to cure the default within such time, then the non-defaulting Party may immediately terminate this Agreement including any and all Service Addendum(s) and/or other Schedules attached hereto, and immediately suspend any and all performance without penalty or further obligation upon written notice to the other Party.

Upon termination by default of Client, NCBP may, among other remedies allowed by law, declare the entire unpaid indebtedness immediately due and payable. Client’s failure to pay any indebtedness in accordance with this Agreement shall further entitle NCBP to take immediate repossession of any Equipment or Software for disposal in accordance with the provisions of the Uniform Commercial Code as adopted by the applicable State. Client shall reimburse NCBP for all out of pocket fees, expenses, costs, for Client’s default of this Agreement, including but not limited to, reasonable attorney’s fees, and legal expenses.

11. NO WARRANTIES

EXCEPT AS PROVIDED IN PRODUCT AND SERVICE SPECIFIC SCHEDULES, ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT AND ANY ADDENDUM(S) HEREUNDER ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NCBP HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHERS ARISING BY STATUTE OR OTHERWISE IN LAW FROM COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE.

12. LIMITATION OF LIABILITY

The entire liability of NCBP of whatever nature arising out of the provision of any Product or Service hereunder shall not exceed an amount equal to the proportionate charges to Client for the Product or period of Service during which any mistake, omission, interruption, delay, error, or defect in the Product or Service, or any other event or action giving rise to a claim occurs.

In no event shall either Party be liable to the other for indirect, special, punitive, consequential, or incidental damages, including but not limited to, the loss of profits, revenues or data or inaccurate data, even if advised of the foreseeability of such damages.

13. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party, its directors, officers, employees, and agents, successors, and assigns, from all damages, costs, expenses and liabilities, including reasonable attorney’s fees and disbursements, sustained in any action commenced by any third party in connection with the indemnifying party’s performance of its obligations and duties under this Agreement except for those damages, costs, expenses, and liabilities arising from the negligence or willful misconduct of the other party. The indemnified party shall promptly notify the other party in writing of any such suit or claim.

14. LIMITATION OF CLAIMS

No action brought under this Agreement, unless involving death or personal injury, may be brought against NCBP more than one (1) year after the cause of action arises.

15. RECOVERY OF COSTS

Client agrees that NCBP shall be entitled to recover reasonable attorney’s fees and any other costs expended in connection with any action or collections activity initiated to enforce the provisions of this Agreement or related proceedings, including all attorney, collections, court, and other costs.

16. RIGHT TO INJUNCTION

The parties hereto acknowledge that the services to be rendered to Client under this Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by Client of any of the provisions of this Agreement will cause the NCBP irreparable injury and damage. The Client expressly agrees that NCBP shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by Client or Client’s agent. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that NCBP may have for damages or otherwise. The various rights and remedies of NCBP under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

17. INDEPENDENT CONTRACTOR

NCBP is an independent contractor. Neither NCBP nor any of NCBP’s officers, employees, agents or subcontractors, if any, is an employee of the Client by virtue of this Agreement or performance of any work under this Agreement.

18. SUBCONTRACTORS

NCBP may, in its sole discretion, utilize subcontractors for the performance of any duties under the Agreement or any Work Order or Statement of Work.

19. INTELLECTUAL PROPERTY RIGHTS

Unless specifically identified in a separate Addendum or Order, any writing or work of authorship, regardless of medium, created or developed by NCBP or Client in the course of performance under this Agreement and related to existing works owned by NCBP is a “Provider Work,” is not to be deemed a “work made for hire,” and is and will remain the sole, exclusive property of NCBP. To the extent any Provider Work for any reason is determined not to be owned by NCBP, Client hereby irrevocably assigns and conveys to NCBP all of its copyright in such Provider Work. Client further hereby irrevocably assigns to NCBP all of its patent, copyright, trade secret, know-how and other proprietary and associated rights in any Provider Work. Any work developed under the Services provided which is new, novel and would otherwise not be considered a derivative work and which is done at the Client’s direction is a “Client Work” and shall be considered a work made for hire and shall be owned by Client. Both Parties agree that each will irrevocably assign and convey to the other all of its intellectual property rights in such created work.

20. HIRING

Neither party shall encourage or solicit any employee of the other party during the Term of this agreement and for twelve (12) months following termination of this agreement. The foregoing does not preclude a party from (a) hiring an employee of the other party who independently seeks a position, or (b) conducting general recruiting activities, such as participation in job fairs or publishing advertisements in publications or on Web sites for general circulation.

The parties agree that injury resulting from any breach of this provision would be significant and irreparable and that it would be extremely difficult to ascertain the actual amount of damages resulting from such breach. Therefore, in the event of a violation of this provision, in addition to any other right the injured party may have at law or in equity, the party determined to be in violation of this section shall make a one-time payment to the other party in the amount of one hundred and fifty percent (150%) of the affected employee’s base salary for one year. The parties agree that such amount is not intended as a penalty and is reasonably calculated based upon the projected costs the injured party would incur to identify, recruit, hire and train suitable replacements for such personnel.

NCBP is an Equal Opportunity Employer. It is our policy not to discriminate against any applicant or associate because of age, sex, gender, marital status, genetic information, status with regard to public assistance, veteran status, race, color, religion, national origin, disability or any other characteristic protected by federal, state or local law.

21. CONFIDENTIALITY

During the Term, Client shall not disclose to any third party the terms and conditions of this Agreement without the prior written consent of NCBP. Such terms and conditions as well as any information related to the Products or Services provided hereunder shall be considered Confidential Information. Client agrees to take reasonable steps to prevent the disclosure of Confidential Information to any third party. Such confidentiality obligations shall survive the termination or expiration of this Agreement and shall continue for a period of two (2) years thereafter.

22. LEGAL COMPLIANCE

In conjunction with this Agreement, each party shall at all times comply with all applicable federal, state, and local statutes, ordinances, regulations and orders of any commission or other government body.

23. CHOICE OF LAW

This agreement shall be governed by the laws of the State of Minnesota. The Parties hereby consent to the exclusive jurisdiction of the state courts of Beltrami County, Minnesota with respect to any dispute arising from this Agreement including any controversy related to this Agreement, the Collateral, the Security Interest or any of the Obligations, and waives any argument that venue in such forms is not convenient, and agrees that any litigation initiated by any party in connection with this Agreement, the Collateral, the Security Interest or any of the obligations shall be venued in either the state district courts of Beltrami Country, Minnesota or the United States District Court, District of Minnesota.

24. NOTICES

All notices shall be in writing and shall be delivered by certified mail, return receipt requested or any other delivery system which is capable of providing proof of delivery, including facsimile copy or electronic mail, provided receipt is confirmed. Any such notice shall be deemed effective on the day of actual delivery. All notices shall be addressed to NCBP or Client as set forth herein.

All notices to NCBP shall be addressed to:
North Country Business Products
1112 S Railroad St SE
Bemidji, MN 56601

25. ENTIRE AGREEMENT

This Agreement, including Addendum(s), Schedule(s), or Product or Service Order(s) attached hereto and any applicable license agreements, comprise the complete and exclusive statement of the agreement of the parties concerning the subject matter hereof, and supersede all previous statements, representations, and agreements concerning the subject matter hereof. Any change to this Agreement must be in writing and signed by both parties. Neither the failure nor any delay to exercise a right, remedy or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a right, remedy or privilege preclude any further exercise of the same.

26. MODIFICATION

NCBP reserves the right to add or delete service offerings during the term hereof and to modify any Addendum if NCBP provides written notice at least thirty (30) days prior to the modification. In the event of such modification, Client may terminate such Services affected by the modification, without further liability for those services, by giving thirty (30) days written notice at the time of modification. If NCBP disagrees with Client’s assessment of affected services, NCBP may rescind the modification and restore the services and terms in effect immediately preceding modification. With the exception of the foregoing, this Agreement and any Addendum(s) or Schedules may be amended or modified only in writing by mutual assent of the Parties.

27. SEVERABILITY

If any part of this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Agreement, and the Client and NCBP agrees to negotiate with respect to any such invalid or unenforceable part to the extent necessary to render such part valid and enforceable.

28. FORCE MAJEURE

Notwithstanding anything herein to the contrary, NCBP shall not be liable to Client or any other party for any failure of performance if such failure is due to any cause or causes beyond the reasonable control of NCBP including, but not limited to, fire, explosion, vandalism, cable cut, third party service provider, vendor failure, storm or other similar occurrences, any governmental action or any national emergencies, insurrections, riots, wars, strikes or other labor difficulties, supplier failures, or shortages.

29. FURTHER ASSURANCES

Each party hereto agrees to take such further actions as may be reasonably necessary to complete the transactions contemplated by this Agreement.

SCHEDULES

This “Schedules” document is part of the Master Product and Services Agreement (“MPSA”) and contains product and service descriptions, terms and conditions for each Schedule identified in Section 4 of the MPSA.

SCHEDULE A: EQUIPMENT PURCHASE

1. DESCRIPTION

NCBP agrees to sell to Client, and Client agrees to buy the equipment identified in the applicable Sales Order (“Equipment”).

2. DELIVERY

Title to the Equipment shall remain with NCBP until the full price for the Equipment has been paid in full. As of the date of delivery of the Equipment, Client assumes all risk of loss and liability, whether or not covered by insurance, for any damage to or loss of the Equipment or for property damage or personal injury arising out of or related to the Equipment.

3. INSTALLATION

Except where otherwise provided, purchase of Equipment does not include any Professional Services or other labor services and includes only the physical Equipment and Client shall compensate NCBP for actual time and materials expended as a result of any installation activities at NCBP’s prevailing rates.

4. INSPECTION PERIOD AND ACCEPTANCE

Client will have five (5) business days after NCBP delivers Equipment to inspect and test Equipment for defects and to ensure Equipment meets the specifications of the applicable Sales Order (“Inspection Period”). If, in Client’s opinion, the Equipment satisfies the specifications of the applicable Sales Order, Client shall accept Equipment and notify NCBP that it is accepting the Equipment.

Client will be deemed to have accepted Equipment if Client fails to notify NCBP on or before the Inspection Period expires, or if during the Inspection Period Client sells or attempts to sell, runs, or otherwise uses the Equipment beyond what is necessary for inspection and testing, and in a way a reasonable person would consider consistent with Client having accepted delivery from NCBP.

If Client determines NCBP’s delivery of Equipment fails to meet the specifications of the applicable Sales Order, Client shall deliver to NCBP a written list detailing each failure and NCBP shall promptly deliver to Client any Equipment necessary to remedy each failure at no expense to Client beyond any expense specified in the applicable Sales Oder.

5. LIMITED WARRANTY

During the twelve (12) month period following a new equipment purchase, NCBP will provide remote assistance via telephone and other remote connectivity tools to resolve defects and malfunctions of the Equipment purchased. This support will be provided during normal Client Care Center support hours. The twelve (12) month period is measured beginning with the equipment’s delivery to the Client, and ending at midnight following twelve (12) months. The twelve (12) month period applies to each component purchased individually; it does not extend to other Equipment previously or subsequently purchased.

Within the twelve (12) month warranty period, if, in NCBP’s sole opinion, the defect or malfunction cannot be resolved remotely, an Advanced Exchange Replacement (“AER”) will be provided. The AER will be shipped to Client and the Client will ship back to NCBP the original equipment. Unless determined otherwise by NCBP, Client will not receive their original Equipment after repairs have been made. The AER will be of at least like quality and condition, but may be reconditioned by NCBP or NCBP’s vendors. The greater of ninety (90) days or the original warranty attached to the failed Equipment will be attached to the AER. Client is responsible for disconnecting the Equipment and packing it in the NCBP provided shipping container or carton for the return of Equipment to NCBP within fourteen (14) days. Shipping expenses will be paid by NCBP or NCBP’s vendors. A courier will pick up Equipment and deliver it to NCBP.

UNLESS OTHERWISE ELECTED TO AND PAID FOR UNDER SEPARATE MAINTENANCE SERVICES, NO ON-SITE COVERAGE OR SUPPORT IS PROVIDED UNDER THIS WARRANTY. WARRANTY SERVICES ARE PROVIDED ONLY VIA TELEPHONE, REMOTE SUPPORT, AND DELIVERY COURIER.

SCHEDULE B: SOFTWARE PURCHASE

1. DESCRIPTION

Client acknowledges that certain proprietary software, identified in the applicable Sales Order (“Software”), may be installed on Equipment prior to System delivery, or that Software may otherwise be Provided for Client’s benefit (the Equipment and the Software are collectively referred to as the “System.”) Client may also receive user documentation and electronic copies of the Software (collectively “Software Packages”).

Except as otherwise provided in this Agreement, all Software will be licensed to the Client subject to the applicable licenses, including any applicable End User License Agreements (“EULA”), copies of which will accompany the Software Packages. Client must notify NCBP immediately if any such licenses are missing and NCBP will provide Client with replacement copies. Client acknowledges that, as part of installation or other Professional Services, NCBP may have electronically accepted EULA or other license terms on behalf of Client. Client expressly grants permission to NCBP to act on Client’s behalf with regard to EULA or other license acceptance.

Client agrees to retain any original Software media such as operating system disks and/or Certificate of Authorization or Authentication with registration numbers on site and have available for NCBP personnel upon request. Client agrees to be bound by and comply with all such licenses. Title to, and ownership of, the Software Packages remains with the third-party licensor and/or, as applicable, with NCBP. Client agrees that any copies of Software included in Software Packages are archival copies only and may not be used with other equipment or loaned, leased or transferred to another user unless permitted in the applicable license.

2. DELIVERY

Title to the Software, and any license to the Software, to whatever extent allowable under the Software license, shall remain with NCBP until the full price for the Software has been paid in full. As of the date of delivery of the Software, Client assumes all risk of loss and liability, whether or not covered by insurance, for any damage to or loss of the Software or for property damage or personal injury arising out of or related to the Software.

3. INSTALLATION

Except where otherwise provided, purchase of Software does not include any Professional Services or other labor services and includes only the Software license and Client shall compensate NCBP for actual time and materials expended as a result of any installation activities at NCBP’s prevailing rates.

4. SOFTWARE PATCHES AND UPGRADES

Unless otherwise provided, ongoing access to patches and upgrades are not included beyond the initial twelve (12) month period after system activation. NCBP offers annual vendor software agreements that extend this access, which Client may elect to purchase and pay for. Such vendor software agreements exclude any necessary labor or professional services, which must be purchased separately.

SCHEDULE C: EQUIPMENT AND/OR SOFTWARE RENTAL, HOSTED SERVICES AND SOFTWARE AS A SERVICE

1. DESCRIPTION

NCBP provides monthly payment options for certain Equipment and Software (governed under the Agreement, Schedule A, and Schedule B) and Services. This is an optional agreement and allows Client to make monthly rental payments rather than a capital purchase as identified in the Sales Order.

2. INSTALLATION, MAINTENANCE AND PROFESSIONAL SERVICES

Except where otherwise provided, rental of Equipment and/or Software does not include any maintenance, Professional Services or other labor services Client shall compensate NCBP for actual time and materials expended as a result of any labor activities at NCBP’s prevailing rates. Any rental agreements that include certain maintenance services or professional services will itemize such inclusions.

3. DUTY OF CARE

Client understands and agrees that Equipment can only be used in a careful and proper manner and shall not be used in any way that is inconsistent with instructions, manuals, intended purpose, manufacturer’s direction, or best practices. The costs for repairs not covered under warranty, maintenance or other agreement shall be paid by Client, including but not limited to labor, material, parts and other items. Equipment shall not be serviced or repaired, and parts, accessories, and components shall not be replaced or otherwise serviced without NCBP’s prior written consent.

4. INSURANCE

Upon request by NCBP, Client, at its own expense, agrees to furnish NCBP with a Certificate of Insurance or Evidence of Property Insurance endorsed by an insurance company prior Equipment delivery. Client agrees to maintain insurance coverage to include all NCBP rental Equipment and Software for “All Risk/All Perils.” The insurance shall remain in full force and effect until the rental term, and subsequent renewals, have expired and covered Equipment and Software has been returned to NCBP.

5. OWNERSHIP INTEREST

NCBP shall at all times retain ownership and title to all Equipment and, to whatever extent permitted by applicable licenses, Software. Client shall immediately notify NCBP in the event Equipment or Software is levied, has a lien attached or is threatened with seizure. Client shall indemnify and hold NCBP harmless against all loss and damages caused by such action. Equipment shall be deemed at all times to be personal property, whether or not it may be attached to any other property.

6. LICENSE

NCBP grants to Client a non-exclusive license to use the Solution for the internal business purposes of the Client during the term specified in the Sales Order.

The license is granted in accordance with the Sales Order and may not be used by more devices or users than specified in the Sales Order. Client must not permit any unauthorized person to access or use the Solution; provide services to third parties; republish or redistribute any content or material from the Solution; or use the Solution in any way that causes, or may cause, damage to the Solution or impairment of the availability or accessibility of the Solution.

Client has no right to access the software code of the Solution and has no interest whatsoever in the Solution at the conclusion of the term defined in the Sales Order.

7. AVAILABILITY

For NCBP Hosted services, NCBP shall use all reasonable endeavors to maintain the availability of the Platform to the Client but does not guarantee 100% availability.

8. CLIENT DATA

Except for NCBP Hosted Services, Client is responsible for all Client data which is installed or used on the Hardware or Software. NCBP is not liable for any data, loss of data or security of the Client data on the systems.

9. TERM

Client understands and agrees that the term specified in the Order or Invoice is for a minimum period of service, and that NCBP makes long-term decisions with regard to parts, equipment, and staffing relying on that commitment. CLIENT AGREES THAT SERVICES ARE NOT CANCELLABLE DURING THE TERM, and that NCBP shall be entitled to collect an Early Termination Fee in the amount of 100% of all charges due under the current term. UNLESS OTHERWISE SPECIFIED IN WRITING, THE INITIAL TERM OF ANY SERVICE SHALL BE TWELVE (12) MONTHS.

10. PAYMENT

Unless specifically modified and agreed to in writing, Client agrees to pay NCBP the activation charges specified in the Addendum or Sales Order prior to delivery of Equipment or Software or activation of services. Client also agrees to pay NCBP the monthly payment specified in the Sales Order via automatic monthly bank withdrawal, and Client agrees to complete necessary documents for NCBP to affect that withdrawal.

11. DEFAULT

In the event Client does not provide payment for 60 consecutive days for any sum invoiced by NCBP, Client shall be in default. NCBP may, among other remedies allowed by law, repossess, deactivate, suspend or terminate access to Equipment or Software, with or without notice.

SCHEDULE D: PROFESSIONAL SERVICES

1. DESCRIPTION

NCBP shall provide labor services to complete installation, programming, troubleshooting, support, training, documentation, development, or other labor services (“Professional Services”) to Client. NCBP shall perform Professional Services in accordance with generally accepted professional practices and in a manner consistent with the level of care and skill ordinarily exercised by members of NCBP’s profession currently practicing under similar situations.

Professional Services engagement terms of performance shall be governed by the detailed specifications in the applicable Work Order or Statement of Work document. Where no Work Order or Statement of Work document exists, Client shall compensate NCBP for actual time and materials expended as a result of any activities at NCBP’s prevailing rates.

If training services are provided in the applicable Work Order or Statement of Work, NCBP will provide a trainer for the specified number of hours or specified number of training sessions for Client’s benefit. NCBP neither warrants nor represents that after such training time any specific individual or individuals designated by Client will be able to properly use and operate the Equipment, Software or System. Client shall compensate NCBP for any additional training or support services at NCBP’s prevailing rates.

2. SCHEDULING AND POSTPONEMENT

Once accepted by NCBP, NCBP will schedule work to be completed with Client. Client agrees to provide confirmation and firm commitment of schedule to NCBP, and that NCBP is not required to hold scheduled dates without that confirmation. Once confirmed, Client agrees that changes and alterations to scheduled dates will be handled on a best effort basis and cannot be guaranteed.

Client further agrees and acknowledges that postponements, cancellations, changes, and additions to the Professional Services schedule within 14 days of scheduled activity represent significant challenges to NCBP and that NCBP will likely need to postpone, cancel, change or otherwise reschedule other clients’ obligations, and that in doing so, NCBP may incur additional costs. Client agrees that NCBP may charge a 50% premium for all affected services for postponements, cancellations or changes that occur within 14 days of the scheduled activity as well as a 50% premium for additions and new engagements requested with 14 days or less advanced notice.

SCHEDULE E: MAINTENANCE AND MANAGED SERVICES

1. DESCRIPTION

NCBP shall provide labor services and parts necessary to maintain covered Equipment and Software in the same good working order as was originally provided when purchased or under the most recent previous contracted maintenance period. Equipment and Software that has had a Period of Non-Coverage (the period between the maintenance services commencement date and the end of any previous contract or warranty period) may need to be returned to good working order prior to services being provided. For any services required as part of this Period of Non-Coverage, Client shall compensate NCBP for actual time and materials expended at NCBP’s prevailing rates.

2. STANDARD COVERAGE PERIODS

The applicable Maintenance Order or Invoice shall specify the hours during which maintenance services will be supplied to Client by NCBP. Unless otherwise specified, all Maintenance Services exclude holidays, which is defined as a day designated by the state or local law for the suspension of ordinary business, and are provided Monday through Friday, 8:00 AM to 5:00 PM, CST.

3. DEPOT SERVICE

Repairs to any equipment covered as “Depot Service” will be performed at an NCBP Designated Service Center. Delivery to NCBP Service Center is the responsibility of the Client. If units are shipped to NCBP Designated Service Center they will be returned to the Client via UPS ground. The Client is responsible for providing desired spare units, which NCBP agrees to provide, upon request, at prevailing rates.

4. EMERGENCY SERVICE

NCBP will exercise best efforts to provide maintenance services in emergency situations outside the coverage time period specified in the Maintenance Order or Invoice. Such maintenance services will be provided at prevailing rates.

5. PARTS AND SUPPLIES

NCBP reserves the right to repair or replace equipment covered by the Agreement. NCBP will furnish all tools, test equipment and spare parts for the maintenance of the covered equipment. Replacement parts may be stocked by NCBP or sourced in the most expeditious method available, which may be new or refurbished based on availability from the manufacturer. Any end-of-life parts no longer available from the original manufacturer will be sourced on a best-effort basis. Parts removed, as part of a “repair by replacement” process, become the sole property of NCBP. Excluded from the list of parts which will be supplied at no charge are ribbons, key tops, key switches, paper, logos, and keys to any locks, inkers, mag stripe cleaners, electros, coin trays, batteries, lamps, stylus pens and any other consumable products or components.

6. OTHER MAINTENANCE SERVICES

This Agreement applies only to the equipment listed in the Maintenance Order or Invoice. Maintenance services requested by the Client for equipment not covered will be provided on a best effort basis by NCBP, at prevailing rates. Replacement parts for such equipment will be charged to the Client at the then current price.

7. LOCATION OF EQUIPMENT

The Client understands that the total annual charge listed in the Maintenance Order or Invoice is for maintenance service performed at the specified location(s) and does not include charges associated with relocation or reinstallation of covered equipment or any Professional Services.

8. INITIAL STATUS OF EQUIPMENT

If the equipment has been in operation prior to the commencement date of NCBP Maintenance Services to be provided and a NCBP Service Representative has not had complete responsibility for the equipment maintenance during such operation, then the commencement of this Agreement is contingent upon the equipment meeting standard performance and maintenance requirements.

9. PROGRAMMING MODIFICATIONS & UPGRADES

Charges for the development and implementation of program modifications and upgrades are not included in this Agreement for maintenance services. IT IS CLIENT’S RESPONSIBILITY TO PROVIDE A “CURRENT” BACKUP COPY OF PROGRAM AND DATA WHEN NEEDED TO RESTORE THE SYSTEM TO OPERATING STATUS, AS WELL AS UP-TO-DATE VIRUS SOFTWARE PROGRAM DEFINITION FILES.

Client will be furnished with the current rates charged by NCBP for Professional Services or software support upon request.

10. TERM

11. PAYMENT

All Maintenance Support charges are due on or before the effective date of the current maintenance period. The Client agrees to keep current on any and all credit. Payment serves as acceptance of maintenance terms, conditions, and rates.

Changes to this Master Products and Services Agreement

We may update Our Master Products and Services Agreement from time to time. We will notify You of any changes by posting the new Master Products and Services Agreement on this page. You agree to these changes by continuing to use our services and/or placing a new order or request that is governed by this Agreement.

We will update the “Last Updated” date at the top of this Agreement.

You are advised to review this Privacy PolicyAgreement periodically for any changes. Changes to this Agreement are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, You can contact us:

By email: ClientSupport@ncbpinc.com
By mail: PO Box 910, Bemidji, MN 56601