This Services Agreement is entered into by Champion DMV IRP Services (“IRP Services”), having principal offices at 19083 Colima Rd, Rowland Heights, California 91748 and the Customer (“Customer”).
a. “Drug and Alcohol Testing Program” means a program that is compliant with the applicable state and Federal regulations. The Drug and Alcohol Testing Program is run as a Subscription Service.
b. “Authorized Contact” means named individuals designated by the Customer as having security authorization to contact IRP Services to discuss testing programs and activity and/or seek assistance related to the Services.
c. “Customer” means the legal entity specified on the Schedule, which shall include any subsidiary or division in which Customer has a 50% ownership.
d. “Schedule” means document attached which outlines the program specific details.
e. “Subscription Service” means any program that is offered by IRP Services on an annual basis.
f. “Point Product” means any product that is sold by IRP Services to Customer on an individual, non-renewing basis.
g. “Protected Data” means any information specific to the Customer including employee name, address, social security number, credit card number, etc.
So long as Customer has not lapsed in the payment of the Fees, IRP Services shall provide customer service to Customers via e-mail and phone to answer questions about our Services. Support is provided as long as a customer is covered under a Subscription Service. Normal customer service hours are 10 a.m. to 6 p.m. PST.
a. Prices. Prices for the Services shall be the prices set forth in the applicable Schedule (collectively, the “Fees”). No refunds will be made except as provided in Section V under “Warranty” or Section VIII (b) “Termination” set forth below. Customer shall be liable for payment of all taxes (including but not limited to all taxes, assessments, duties, tariffs, imposts, permits sales, use, excise, import, export, value-added, or other similar tax, duty or fee) that are levied upon and related to the performance of obligations or exercise of rights under this Agreement. IRP Services may be required to collect and remit taxes from Customer, unless Customer provides IRP Services with a valid tax exemption certificate. IRP Services shall invoice Customer for all such taxes based on the Offering provided hereunder. In no event will either Party be responsible for any taxes levied against the other Party’s net income.
b. Payment. Payment is due at time of order. Preferred method of payment is credit card. With credit approval, customer may pay with check payable in U.S. Dollars within twenty-eight (28) calendar days after invoice date. Invoicing will occur via email. IRP Services may impose late charges on overdue payments at a rate equal to the lesser of one and a half percent (1.5%) per month or the highest rate permitted by law, calculated from the date payment was due until the date payment is made and all expenses incurred as a result of collection activities, including reasonable attorneys’ fees. IRP Services may decline to make any shipments or provide the Offering if in IRP Services’ reasonable opinion, circumstances exist which raise doubt as to Customer’s ability or willingness to pay as provided herein. If a Customer defaults, IRP Services shall have other rights and remedies as may be provided by law.
c. Credit Card Authorization. For Customers utilizing credit card for payment, Customer authorizes IRP Services to charge the credit card indicated on this authorization form according to the terms outlined in this agreement for the initial sale as well as for additional sales and annual renewal fees unless otherwise instructed. If the above noted payment date(s) fall on a weekend or holiday, Customer understands that the payment may be executed on the next business day. Customer understands that this authorization will remain in effect until the debt is fully discharged or Customer cancels this authorization in writing, whichever comes first, and Customer agrees to promptly notify the business in writing of any changes in credit card account information or termination of this authorization at least 15 days prior to the next billing date. Customer provides authorization to IRP Services to obtain updated credit card information through Customer’s bank or third party resources in the event of card re-issue or expiration. Customer certifies that he/she is an authorized user of this credit card and will not dispute the payments with Customer’s credit card company; so long as the transaction corresponds to the terms indicated in this Agreement.
d. Lapsed Fees. If Customer has lapsed in the payment of Fees due hereunder all such payments must be paid in full prior to recommencement of Services and/or Support Service by IRP Services. Customer will be responsible for paying all fees associated with back Service and/or Support Services from the date that such Service and/or Support Services were stopped through to the then-current date.
e. Price Changes. A change in pricing of any product may be proposed by IRP Services and agreed to by Customer. If customer pays invoice reflecting price change, the customer agrees to accept services at the updated price by way of paying the invoice; 2. If customer does not agree to price change, customer should not pay invoice and services will be terminated at the expiration of the current term.
IRP Services warrants that all Services shall be performed in a professional manner, consistent with then-current industry standards. Customer’s sole remedy for a breach shall be, at IRP Services’ option, either to (1) re-perform such service or (2) provide Customer a refund for the allegedly defective Service. Such remedy shall only be available if the Customer notifies IRP Services in writing within thirty (30) calendar days of the completion of such Service.
Except for the warranty set forth in this section, IRP Services makes no other warranties, express or implied. IRP Services disclaims any and all warranties of merchantability and fitness for a particular purpose. The provisions set forth in this section state IRP Services’ entire responsibility and Customer’s exclusive remedy with respect to any and all breach of warranty.
IRP Services shall not be liable for any loss or damage that customer suffers or claims to have suffered (including without limitation any loss or damage to Customer data or the protected data) unless such loss or damage is caused by IRP Services’ negligence. The parties agree that IRP Services assumes no liability whatsoever for the Customer data or the protected data that is modified or deleted by the Customer. If IRP Services is found liable, the amount of IRP Services’ maximum liability for any and all loss and/or damage (in contract, tort, or otherwise) for any reason arising out of or in connection with this agreement shall not exceed, in the aggregate, the total amount of all fees paid to IRP Services for the service within the prior six (6) months from which such claim arises.
In no event shall either party be liable to the other for any third party claim for any consequential, indirect, special, punitive and/or incidental damages, including but not limited to damages for loss of profits, loss of data, business interruption, or other commercial damages or losses, arising out of or in connection with this agreement, even if such party has been advised of the possibility of such potential losses or damages. The foregoing shall not apply to Customer’s breach of section II .
Customer will defend and indemnify IRP Services against all damages and losses, including reasonable legal fees, arising from a third-party claim alleging that Customer’s (including any user using the Services through Customer’s account) use of the Services has harmed the third-party.
Term, Services and Support. The Agreement shall be in effect as of the Agreement acceptance or signature on the applicable Schedule (“Effective Date”) and shall remain in effect for Services for so long as the applicable Schedule is in effect. The Initial Term and subsequent renewal period of each Schedule (if any) will constitute the “Term.”
a. Term, Subscription Services. The Term for all Subscription Services will be for an Initial Term of twelve (12) months, and shall automatically renew for additional terms of twelve (12) months each unless either Party provides written notice of non-renewal at least ninety (90) days prior to the anniversary date of the Effective Date of the applicable Schedule as per Section X, (b)., “Notices.”
b. Termination for Material Breach. This Agreement and/or any applicable Schedule may be terminated by either Party upon thirty (30) calendar days written notice for a material breach by the other Party, unless such other Party cures the breach within the thirty (30) day notification period. Termination of this Agreement or any Schedule does not relieve Customer of any outstanding payments due or any liability arising prior to termination.
c. Termination for Convenience. Unless otherwise stated in the applicable Schedule, either Party may terminate any applicable Schedule for convenience after the conclusion of the Initial Term by providing not less than ninety (90) calendar days advance written notice per Section X, “Notices.” Customer acknowledges and agrees that all prepaid Fees are non-refundable, regardless of a termination that occurs according to this Section.
d. Termination for Changes to Applicable Law. This Agreement and/or any Schedule may be terminated by either Party if the continued relationship, the provision of the services, and/or the transactions hereunder would violate any applicable law (whether such law is existing at the time of this Agreement or thereafter modified or enacted) or result in material costs or liabilities to the terminating Party that were not anticipated as part of the Agreement.
e. Termination or Suspension by IRP Services. IRP Services may terminate and/or suspend Customer’s license grant and/or suspend, terminate or limit any of Customer’s use of the Offering without liability, with or without notice, based on IRP Services’ reasonable belief that: (i) the Offering is being used in breach of Section IV or otherwise in a potentially harmful or unlawful manner; (ii) the use of Offering adversely affects IRP Services’ (or its Suppliers’) equipment, security network infrastructure or its service to others; (iii) a court or other governmental authority having jurisdiction issues an order prohibiting IRP Services from furnishing the Offering to Customer; or (iv) Customer fails to pay undisputed charges for the Offering after being given notices.
f. Effect of Termination. Upon termination of any Service hereunder, Customer shall (i) cease use of all services and mobile applications, and (ii) return all related materials licensed to Customer hereunder.
“Confidential Information” means any proprietary, confidential and/or trade secret information of the Party disclosing such information relating to, among other things, the Offering, technology, specifications, manufacturing methods, know-how, business or marketing plans, business relationships, and the terms of this Agreement and/or Schedule. Confidential Information shall not include information that: (i) was in the public domain when disclosed; (ii) becomes public domain after disclosure, other than as a result of the violation of this Agreement; (iii) was in the receiving Party’s possession when disclosed and was not acquired directly or indirectly from the disclosing Party; (iv) is shown by written evidence to have been developed by the receiving Party independently after disclosure without benefit of the Confidential Information; or (v) was received after disclosure from a third-party who did not require it to be held in confidence and who did not acquire it directly or indirectly from the disclosing Party. Confidential Information shall be used only in the manner contemplated by this Agreement and/or Schedule and shall not be intentionally disclosed to third-parties without the disclosing Party’s written consent. The receiving Party will use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, but in no event less than reasonable care under the circumstances.
The Parties Acknowledge that the Services may include processing information regulated by privacy or data protection laws. IRP Services shall act only on the instructions of Customer in processing of any Protected Data. Customer hereby instructs IRP Services to take such steps in the process of Protected Data as are reasonably necessary to the performance of IRP Services’ obligations under this Agreement, and agrees that such instructions constitute its full and complete instructions as to the means by which Protected Data should be processed by IRP Services. To the extent that any privacy or data protection laws impose an obligation upon IRP Services to comply with an individual’s request for access to or correction of their Protected Data, Customer agrees that it shall satisfy such obligations.
a. Entire Agreement. This Agreement and the Schedules represent the entire agreement between the Parties and supersede all prior discussions, agreements and understandings between the Parties. No modifications of the Agreement shall be effective unless in writing and signed by both Parties.
b. Notices. Notices related to this Agreement shall be in writing and shall be delivered by: 1) overnight courier; 2) first class mail; 3) electronic transmission or 4) facsimile.
c. Force Majeure. Neither party shall be liable for any failure or delay in performing services or any other obligation under this Agreement, nor for any damages suffered by the other or an end user by reason of such failure or delay, which is, indirectly or directly, caused by an event beyond such Party’s foreseeable control including but not limited to strikes, riots, natural catastrophes, terrorist acts, governmental intervention, or other acts of God, or any other causes beyond such Party’s reasonable control.
d. Relationships with Third Parties. No customer, end user or other person or entity not a party to this Agreement shall be considered a third-party beneficiary of this Agreement.
e. Assignment. This Agreement may not be assigned without the written consent of IRP Services, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Customer may not assign this Agreement to a direct competitor of IRP Services.
f. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of Connecticut without reference and/or regard to its conflicts of laws principles.
g. Export Restrictions. Customer agrees and certifies that services, related information and materials that Customer receives from IRP Services will not be exported outside of the United States.
For inquiries, please contact us:
Champion DMV IRP Services
19083 Colima Rd.
Rowland Heights, CA 91748