Hardware Service Agreement

BY ACCEPTING THE SERVICES AND SUPPORT DESCRIBED ON YOUR INVOICE, YOU (“CUSTOMER”) AGREE TO BE BOUND BY AND ACCEPT THE TERMS AND CONDITIONS HEREIN. THESE TERMS AND CONDITIONS (THE “AGREEMENT”) WILL SUPPLEMENT THE TERMS AND CONDITIONS OF ANY APPLICABLE OVERRIDING SIGNED AGREEMENT BETWEEN YOU AND IMPERA OR, IN THE ABSENCE OF SUCH AN AGREEMENT, IMPERA’S STANDARD INVOICE TERMS AND CONDITIONS OF SALE (See Terms of Sale ).

Impera reserves the right to change these terms and conditions without prior written notice at any time, at its sole discretion. The most current version will always be posted on this site (See: Hardware Service Agreement). These terms and conditions may not be modified, supplemented, or altered by the use of any other documents(s). Any attempt to alter, supplement, modify or amend these terms and conditions will be null and void unless agreed to in writing by Impera.

1. Products Covered (“System”)
   References to “System(s)” in this Agreement mean Impera-branded hardware that is sold as new, purchased in the United States, and in a standard configuration at the time of purchase. The System covered under this Agreement is described in the attached Schedule 1 of this Agreement.
2. Scope of Services
   The purchase of the Hardware Service is recorded on the Customer invoice; the Covered Product is recorded on Schedule 1. For purposes of this Agreement, all references to time mean the Customer’s local time, unless otherwise stated. Unless otherwise specified, references to the United States include the continental United States, Alaska, and Hawaii.
   1. Service Agreement
      If Impera has determined that Customer’s System has experienced a qualified failure; Impera will ship a replacement System to Customer’s location. If Customer calls prior to 5:00 p.m. Customer local time, in most cases the replacement System will be shipped the next business day. Upon receipt of the replacement System, Customer must return the defective System to Impera by taking the defective System to the designated carrier location within the next 3 days. Customer must package the defective System in the material provided with the replacement System, and ship the defective System to Impera’s repair facility. This procedure applies to Impera System only (i.e. the appliance and handsets); do not send external parts (such as switches, cords, and cables).
      
      This Agreement does not apply to Systems returned to Impera’s facility using procedures other than those set forth herein, and neither Impera nor the carrier can be responsible for damage caused during transit of the system to the carrier. Impera will pay standard shipping charges, for shipping your System in for replacement and for shipping a replacement System to Customer.
      
      Impera reserves the right to send Customer a whole identical or comparable replacement for the System. If the defective unit is not returned within ten (10) days, Customer agrees to pay Impera for the replacement unit upon receipt of invoice. Failure to honor the invoice within ten (10) days after receipt will cause the cancellation of this Agreement and may result in other legal steps.
      
   2. Limits of Support Services
      THIS AGREEMENT IS ONLY IN EFFECT IF CUSTOMER HAS PAID FOR HARDWARE SERVICES. This Agreement extends only to uses for which the System was designed. Except as stated below, the services Impera agrees to provide under this Agreement are repair services that are necessary because of any existing defect or a defect occurs in materials or workmanship in the System or in any System component covered by this Agreement. Preventive maintenance is not included. Installation, de-installation, or relocation services and operating supplies are not included. Repairs necessitated by or as a result of alteration, adjustment, or repair by anyone other than Impera (or its representatives) are not included. Impera is not obligated to repair any System or System component which has been damaged as a result of: (i) accident, misuse, or abuse of the System or component (such as, but not limited to, use of incorrect line voltages, use of incompatible, defective, or inferior devices, or accessories, improper or insufficient ventilation, or failure to follow operating instructions) by anyone other than Impera (or its representatives), (ii) an act of God such as, but not limited to, lightning, flooding, tornado, earthquakes, and hurricanes, or (iii) the moving of the System from one geographic location to another or from one entity to another. Impera is not liable for any failure or delay in performance due to any cause beyond its control. With regard to any services that are not within the coverage of this Agreement, it will be within Impera’s discretion whether to perform the services, and, if Impera elects to perform the services, the services will be subject to an additional charge to be paid by Customer.
3. Service Procedures
   1. Customer’s Responsibilities
      To receive service and support you are responsible for complying with the following:
      
      1. Valid Service Contract
         Payment terms are within Impera’s sole discretion, and, unless otherwise agreed to by Impera, Impera must have received payment for Services.
         
      2. Software/Data Backup
         It is solely Customer’s responsibility to complete backup of all existing data, software, programs and voicemails on affected Systems before receiving Services (including telephone support). IMPERA WILL HAVE NO LIABILITY FOR LOSS OF OR RECOVERY OF DATA, PROGRAMS, OR LOSS OF USE OF SYSTEM(S). You understand and agree that under no circumstances will Impera be responsible for any loss of software, programs, or data - even if technicians have attempted to assist you with your backup, recovery or similar services. Any such assistance is beyond the scope of any Impera warranty and this Service Agreement. The assistance is provided in Impera's sole discretion and without any guarantee or warranty of any kind. Neither does Impera provide any guarantee or warranty of any kind with respect to any third-party product that a technician may use in assisting you.
         
      3. Requesting Service
         Be prepared to provide the following information to the technician when requesting this service:
         1. Your company and your name;
         2. Brand names and models of any peripheral devices attached to the system;
         3. What tasks or functions were being processed or implemented when error occurred;
         4. Any error messages received and when they were received;
         5. What steps, if any, were taken to solve the problem.
            
      4. Call for Assistance
         For service support call our toll-free number: 877-467-3720.
         
      5. Cooperate with the Technician.
         Experience shows that many System problems and errors can be corrected over the phone as a result of close cooperation between the user and the technician. Listen carefully to the technician and follow the technician’s directions.
         
   2. Return Procedures
      If the technician is unable to resolve the problem over the phone and determines a replacement is necessary, Impera will immediately ship a replacement system. Once received, return is necessary, the following procedures apply. Impera regrets that it cannot accept Systems that are not returned in accordance with these shipping instructions:
      1. Display the Return
         Please print the Return Material Authorization (RMA) number obtained from the technician clearly and conspicuously on the outside of the prepaid packaging.
         
      2. Explain the problem in writing
         Please enclose a brief description of the problem you encountered, any error messages and the suspected defect you discussed with the technician over the phone.
      3. Shipping
         Following the problem diagnosis, Impera will ship replacement hardware to the Customer by the end of the following business day. Customer has 3 days to ship the defective System. The System must be shipped in the Impera-provided packaging to the address given to Customer by the technician.
         
      4. Package the System
         Customer should use the packaging used to ship the replacement system. Customer is responsible for ensuring that the System is properly packaged and Customer will bear the full risk of loss or damage for any System that is returned improperly packaged.
         
      5. Other Shipping Precautions
         Do not send manuals or any non-Impera supplied options with the System. Do not send any accessories or peripherals such as cables, connectors, switches.
         
      6. Business day shipping/delivery does not include weekends or regulate holidays such as New Year’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
         
   3. Customer Replaceable Units and Whole Unit Replacement
      If the telephone technician determines that the defective unit is one that is easily disconnected and reconnected, such as a hard drives, or any other component designated from time to time as a component that may be replaced by the Customer, Customer may receive such component to install without a service technician arriving on site. Impera reserves the right to send Customer a whole identical or comparable replacement for the System. A whole replacement unit may be sent directly to Customer. Customer must relinquish the defective unit. If Customer does not return the defective unit within ten (10) days, Customer agrees to pay Impera for the replacement unit upon receipt of invoice. Failure to honor the invoice within ten (10) days after receipt will cause the cancellation of this Agreement and may result in other legal steps.
      
   4. Parts Ownership
      All service parts removed from Customer’s System become the property of Impera. Customer is obligated to pay at the current retail price(s) for any service parts removed from Customer’s System and retained by Customer. Impera uses new and reconditioned parts made by various manufacturers in performing warranty repairs.
      
   5. Parts Stocked
      Spare parts provided under this Service Agreement may be new, used or reconditioned.
      
4. Miscellaneous
   
   1. Claims of Confidentiality or Proprietary Rights
      Customer agrees that any information or data disclosed or sent to Impera, over the phone, electronically or otherwise, is not confidential or proprietary to Customer.
      
   2. Cancellation
      Customer may cancel this Agreement by providing to Impera at least thirty (30) days written notice of the decision to cancel. Impera will issue a refund to Customer for any unused portion of the service term for which Customer has paid. If more than thirty (30) days have transpired for the current contract year, then a refund will not be paid for that current contract year. The base limited warranty may not be cancelled. Cancellation of extended warranties or additional services at any time after the order is placed may reduce any applicable discount and may require return of the complete system. Impera, at its discretion, may terminate Service with 30 days notice to Customer, in which case, Customer will be entitled to a refund subject to the above conditions. Impera reserves the right to immediately suspend or terminate Services if Impera, in its sole discretion, determines that Services are being misused and/or Customer has not complied with the terms and conditions of this Service Agreement.
      
   3. Transfer of Service
      Subject to the limitations set forth in this Service Agreement, Customer may transfer this Agreement to a third party who buys Customer’s entire System before the expiration of the then-current service term, provided Customer is the original purchaser of the System and this Agreement, or Customer purchased the System and this Agreement from its original owner (or a previous transferee) and complied with all the transfer roles set forth in this Agreement. A transfer fee may apply.
      
      To Transfer this Agreement use our website to create an incident.
   4. Geographic Limitations
      The Services described in this Service Agreement will only be available to original purchasers of the System located within the United States as determined by Impera, and to any person who receives this Service Agreement through a transfer from the original buyer in accordance with Impera’s transfer procedures. Some Services may be limited to the product’s original shipment location.
      
      The Services may not be available on all products in all locations, and additional charges, terms, and conditions may apply in certain locations. If Customer elects not to pay such additional charge, Impera may cancel Customer’s Service Agreement.
      
   5. Assignment
      Impera reserves the right to assign its rights and obligations under this Agreement to a qualified third party designated by Impera without notice to Customer. In the event of such an assignment, Impera will no longer be responsible for any performance obligations under this Agreement or any other liability associated with this Agreement.
      
   6. Warranty Exclusion
      Impera makes no warranty, either express or implied, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose. Impera expressly disclaims all warranties.
      
   7. Governing Law
      This Agreement, and all matters arising out of or related to this Agreement, shall be governed by the laws of the State of California without, without regard to conflicts of laws roles.
      
   8. Binding Arbitration
      ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND IMPERA, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, "Impera") arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Impera's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com/, or via telephone at 1-800-474-2371). The arbitration will be limited solely to the dispute or controversy between customer and Impera.
      
      NEITHER CUSTOMER NOR IMPERA SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Impera will be responsible for paying any arbitration filing fees and fees required to obtain a hearing to the extent such fees exceed the amount of the filing fee for initiating a claim in the court of general jurisdiction in the state in which you reside. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
      
      Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.
      
   9. LIMITATION OF REMEDY
      YOUR EXCLUSIVE REMEDY AND IMPERA’S ENTIRE, COLLECTIVE LIABILITY IN CONTRACT, TORT OR OTHERWISE, UNDER THIS AGREEMENT IS THE REPAIR OF THE DEFECTIVE SYSTEM OR COMPONENTS IN ACCORDANCE WITH THIS AGREEMENT. IF IMPERA IS UNABLE TO MAKE SUCH REPAIR, YOUR EXCLUSIVE REMEDY AND IMPERA’S ENTIRE LIABILITY WILL BE THE PAYMENT OF ACTUAL DAMAGES NOT TO EXCEED THE CHARGE PAID BY YOU OR, IF NO CHARGE WAS PAID, THE THEN CURRENT PUBLISHED CHARGES FOR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL IMPERA BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EXPENSES, COST, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR OUT OF THE INSTALLATION, DEINSTALLATION, USE OF, OR INABILITY TO USE THE SYSTEM, OR OUT OF THE USE OF ANY SERVICE MATERIALS PROVIDED HEREUNDER.
      
      THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF (i) INCIDENTAL OR CONSEQUENTIAL DAMAGES OR (ii) IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY.
      
      Neither Impera nor Customer may institute any action in any form arising out of this Agreement more than eighteen (18) months after the cause of action has arisen, or in the case of nonpayment, more than eighteen (18) months from the date of last payment.
      
   10. Entire Agreement
       This Agreement constitutes the entire and sole agreement between Customer and Impera with respect to its subject matter and supersedes all prior agreements, representations, and warranties and understanding with respect to the subject matter of these terms. None of Impera’s employees or agents may orally vary the terms and conditions of this Agreement.
       
   11. Severability
       If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will remain in full force and effect.
       
   12. Waiver
       The failure of Impera to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
       
   13. Headings
       All headings contained in this Agreement are inserted for identification and convenience, and will not be deemed part of this Agreement for purposes of interpretation.
       
   14. Notices
       All notices must be in English, in writing, and will be deemed given when delivered by hand or five (5 days) after being sent to the address or to the facsimile numbers set forth below, using a method that provides for positive confirmation of delivery:
       

Impera LLC
25108 Marguerite Parkway
Suite a-115
Mission Viejo, CA 92692
Fascimile: 866.339.8783

We cannot accept email notices at this time.

Schedule 1

Customer ______________________________________________________________

Address ______________________________________________________________

Effective Date __________________________________________________________

Service Tag No . ________________________________________________________

Description of System covered by this Agreement: