STANDARD TERMS AND CONDITIONS OF SALE & SERVICE

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General Terms for All Transactions

1. The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing with signature of an authorized representative.
2. Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can Nosology IT become involved in costs related to a country's legislation. The amount of the invoice will therefore be due to Nosology IT in its entirety and does not include any costs relating to the legislation of the country in which the client is located.
3. Nosology IT undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results. Nosology IT cannot under any circumstances, be required by the client to appear as a third party in the context of any claim for damages filed against the client by an end consumer.
4. Courtesy
5. 1. The services and products provided by Nosology IT are selected and engineered to provide the best possible value for the requirements as laid out by the customer. As such, the Customer and Nosology IT both agree that positive cooperation and punctuality are therefore of critical importance for a mutually satisfactory outcome. With this understanding, it is further understood that failure to adhere to this will result in degraded services and potential severance of relationship.
6. Relationship of Parties
7. 1. It is understood by all parties that unless otherwise explicitly stated in an amended contract, Nosology IT is an independent contractor and is not an employee nor should any other relationship beyond the transaction be implied.
8. Force Majeure
9. 1. If performance of any services are restricted, prevented, or otherwise interfered with by causes beyond either parties reasonable control ("Force Majeure"), and if the party is unable to carry out obligations provides prompt notice to of such event, then the party invoking this provision shall be suspended to the extent necessary of such an event. The term "Force Majeure" shall include but not be limited to such events as Acts of God, Epidemics, Pandemics, or any other public health crisis, orders or acts of the Military or Civil Authority, by National Emergencies, Insurrections, Riots, or Wars, Other restrictions which may be effected upon personnel such as quarantine, Fire, Explosions, Vandalism, Storms, Strikes, Lock-outs, Work Stoppages, Labor Disputes, or Supplier failures. The excused party shall use commercially reasonable efforts to avoid or remove such causes for non-performance and proceed with the agreed upon services once such causes are ceased or removed. 
10. Arbitration
11. 1. 1. Any controversies or disputes arising out of or relating to these terms of service shall be resolved by binding arbitration in accordance with current Commercial Arbitration Rules of the American Arbitration Association. Nosology IT shall select an acceptable arbitrator knowledgeable about issues relating to the subject matter or if none is available to contract law. The arbitration shall take place local to Nosology IT's place of business, Ocala Florida. All documents, materials, and information in the possession of either party shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the power to modify any provision of this contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders solely in connection to the arbitration. Decisions rendered by the arbitrator(s) shall be final and binding upon all parties, and judgement may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitrations shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding(s), the parties shall continue to peform their specific obligations under the terms of service.
12. All goods, services, code, and other products provided by Nosology IT are provided "As Is" unless otherwise specified in a signed agreement. Nosology IT Disclaims all warranties, including but not limited to, all express or implied warranties of merchantability and fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, in which case customer agrees to disclose and define narrowly, explicitly, and in detail the purpose for which the good or service is intended for or otherwise acknowledge that no warranty is owed.
13. Remedies are to be limited entirely and solely for breach of any implied warranty to be:
14. 1. Goods
    2. 1. Return the fee less a restocking fee provided the product is in its original condition. Nosology IT reserves the right to continue to charge for any elements not returned in their original state.
    3. Services
    4. 1. Full removal of all elements worked on at customers cost and return of fee
       2. Repair the defect
    5. Code
    6. 1. Return all code and destroy any copies including backups prior to returning the fee
       2. Repair the defect in the code
    7. Live Streaming, Videography, Photography, and Media Management
    8. 1. Return a reasonable percentage of the associated fees
       2. Cancellation of future services
15. In order for it to be admissible, Nosology IT must be notified of any claim by means of a letter sent by recorded delivery to its registered office within 8 days of the delivery of the goods or the provision of the services.
16. All our contractual relations will be governed exclusively by United States law.
17. Neither Party to the transaction shall be liable to the other for indirect, special, consequential, or incidental damages including but not limited to loss of profits, and Nosology IT's liability to Customer for any other damages relating to or arising out of this agreement whether in contract, tort, or otherwise will be limited to the amount received by Nosology IT from Customer as compensation. 
    
18. Terms May Change at Any Time. Nosology IT reserves the right to make changes to these terms and conditions at any time, as deemed necessary by us. Changes will be effective immediately once updated on the Nosology IT website. It is up to the customer to check upon these terms whenever necessary. 
19. Prior history may impact terms available to the customer. If a prior history of late payment or default occurs or has previously occurred, Nosology IT reserves the right to require payment in full prior to commencement of any work or delivery of any good and that in the event of Time and Materials basis work to halt work at the point at which any deposits have been fully depleted.
20. If the customer breaches, defaults, or in any way fails to provide prompt payment as described in their purchase terms, then Nosology IT at its sole discretion, without limitation, burden or requirement, treat any such breach or default as a breach or default in all agreements held between the two parties. At which point Nosology IT reserves the right to seek redress either selectively or in entirety at any time, by the means provided for in either these terms or terms set forth in a mutually signed contract.
21. Ownership of Social Media Contacts
22. 1. Any social media contacts, including but not limited to "Followers" or "Friends", acquired through accounts used or created on behalf of the Customer are the property of Nosology IT.
23. Amendment
24. 1. This contract may only be Amended, Modified, or Supplemented by written communication signed by all parties. 
25. Notice
26. 1. Any notice or communication required or permitted under this contract shall be sufficiently given if delivered in person, Certified mail, or emailed. 
    2. For Certified mail, return receipt requested.
27. Severability/Survival 
28. 1. Should any provision of this Agreement be found to be invalid or unenforceable, the remainder of the Agreement shall survive, and all other provisions of this Agreement shall remain binding and effective. The provisions of this Agreement that by their terms naturally survive the termination of this Agreement shall remain in force and effect.
29. Waiver of Contractual Rights
30. 1. The failure of either party to enforce any provision of this contract shall not be construed to as a waiver of limitation of that parties rights to subsequently enforce or compel strict compliance with every provision of this contract.
31. Headings 
32. 1. All headings used in this Agreement are for the ease of use by the Parties only and are not intended to be used in interpreting this Agreement. This Agreement is the result of a mutual effort by the Parties, and no provision shall be interpreted against either Party on the basis the Party drafted the provision.

Physical Goods

1. Payment(s)
2. 1. Deposits & Standard Billing Terms
   2. 1. Orders from new clients with no prior credit history with Nosology IT may be subject to processing charges to confirm the validating of any Purchase Orders or similar processes. Once sufficient history has been established, this fee may be waived at Nosology IT's sole discretion.
      2. Credit Card purchases may be subject to a convenience fee of up to 4%.
      3. Orders for $2000.00 or more will require an upfront deposit prior to order unless otherwise agreed to in writing with authorized signatures from both parties in advance.
      4. Invoices are to be paid prior to end of month of issue, unless another payment timeframe is indicated on either the invoice or the order.
   3. Late Payments
   4. 1. In the event of non-payment by the due date, Nosology IT reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. Nosology IT will be authorized to suspend any provision of services without prior warning in the event of late payment.
      2. If a payment is still outstanding more than sixty (60) days after the due payment date, Nosology IT reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.

IT Projects, Services, and Support

1. Any third-party (e.g. Microsoft 365, AWS, etc.) services are provided under their respective governing agreement.
2. Nosology IT can neither control nor influence third-party services, and as such can take no responsibility for any disruptions in service or knock on effects of said disruptions.
3. Support for equipment outside the manufacturer warranty period is a strictly best effort basis, and efficacy is not guaranteed. Repairs may not be possible dependent upon external factors and limitations placed in the original purchase contract among other factors.
4. Support for equipment for equipment not purchased through Nosology IT shall be construed as an addition to any governing contract and will be billed for separately over and above the base contract. As such no warranty service will be provided.
5. Support for third party software not provided by Nosology IT is to be coordinated with the respective software's support team. In the event of no such support being available (e.g. End of Life Product) any support rendered will be on a best effort basis and be considered as an addendum to any governing contract, to be billed separately over and above the base contract. As such no warranty service will be provided.
6. Payment(s)
7. 1. General Payment Terms
   2. 1. Standard billing is Time and Materials involved rounded up to the nearest quarter hour.
      2. A minimum of 1 hour will be charged for remote support activities.
      3. A minimum of 2 hours will be charged for any in person support activities.
      4. Invoices are to be paid prior to end of month of issue, unless another payment timeframe is indicated on either the invoice or the order.
   3. Late Payment(s)
8. 1. 1. Invoices are to be paid prior to end of month of issue, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, Nosology IT reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. Nosology IT will be authorized to suspend any provision of service(s) without prior warning in the event of late payment after 7 calendar days.
      2. If a payment is still outstanding more than sixty (60) days after the due payment date, Nosology IT reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.

Software & Custom Programming/Scripting

1. Intellectual Property
2. 1. Unless explicitly otherwise agreed to and mutually signed by authorized representatives Nosology IT reserves Title to all software, scripts, code snippets, or other such products (Collectively referred to as "code") of Nosology IT or representatives thereof as well as any enhancements, modifications, and updates to said code.
   2. 1. All code generated will be treated as subject to the Commons Clause. The code is provided to you by the Licensor, Nosology IT, for your sole use and does not include a grant of right to sell the software on without prior written agreement from Nosology IT. For the purposes of the foregoing the term "Sell" is to include providing such code to third parties for a fee or any other consideration including hosting or consulting/support services related to such or any product which derives entirely or in part from the functionality of said code.
   3. Customer agrees that reasonable opportunity shall be provided to Nosology IT or its agents in order to conduct an inspection of Customers place of business in order to assure compliance with all relevant provisions.
   4. Customer agrees that they nor their agents, affiliates, partners, or other relations will attempt to reverse engineer the code nor modify it without prior notice via terms set forth in a Software Agreement.
   5. 1. In the event of no such agreement existing, standard terms will be to attempt notification for 15 calendar days via at least 2 different methods of which the acceptable means are:
      2. 1. Certified Mail
         2. Email to [email protected]
         3. Phone contact on a business line with call recording
3. Confidentiality
4. 1. Customer will treat said code as a trade secret and proprietary know-how belonging to Nosology IT, which is being made available to customer in confidence. Customer agrees to treat the code with at least as much care as their own confidential or proprietary information. Any access granted to a third party for any purpose shall have the entirety of all provisions of this agreement applied to them in full.
5. Payment(s)
6. 1. General Payment Terms
   2. 1. Standard billing is Time and Materials involved rounded up to the nearest quarter hour.
      2. Fees are dependent upon the type of work.
      3. Invoices are to be paid prior to end of month of issue, unless another payment timeframe is indicated on either the invoice or the order.
   3. Late Payment(s)
7. 1. 1. Invoices are to be paid prior to end of month of issue, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, Nosology IT reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. Nosology IT will be authorized to suspend any provision of services without prior warning in the event of late payment.
      2. If a payment is still outstanding more than sixty (60) days after the due payment date, Nosology IT reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.

Live Streaming, Photography, and Videography

1. Intellectual Property
2. 1. Unless agreed to in writing prior to the commencement of services, Nosology IT reserves the rights to any and all media produced strictly for photographer portfolio and promotional purposes. Nosology IT transfers all other rights to the customer upon payment in full of all associated invoices.
3. Privacy
4. 1. Nosology IT will undergo best effort to ensure that all risks and potential issues have been communicated clearly to the Customer. Due to the nature of livestreaming, privacy cannot be assured. 
   2. Nosology IT cannot control the dissemination of media once it has been turned over to the customer.
5. Quality & Accessibility
6. 1. Nosology IT cannot control 3rd party vendors. As such Nosology IT cannot guarantee live stream quality or availability at any given venue. Best effort will be made, and in the event of a stream disruption, Nosology IT will switch equipment into recording mode as soon as the disruption is confirmed. Nosology IT cannot control guests and so cannot guarantee results, nor should these terms be construed as a guarantee of results. Occasional occlusion by guests may occur.
7. Weather and Venue Access
8. 1. Customer is responsible for ensuring that the Venue is safe for equipment. Nosology IT reserves the right to refuse service in the event of inclement weather or other safety concerns. Customer is responsible for Nosology IT's access to the venue, to include but not limited to, safety, parking, access prior to commencement of the event, and contact information for coordination with other contractors, vendors, venue personnel, or involved wedding party members. 
9. Delivery of Content
10. 1. Dependent upon customer elections, recorded content may be delivered in RAW, MP4, or MOV format. If other formats are elected, they will need to be discussed in writing in advance and may be subject to a fee.
11. Payment
12. 1. Nosology IT splits this service into 3 primary charge categories. Equipment Rental, Labor and Extra services. Additional charges may apply dependent upon elections.
    2. Equipment Rental
    3. 1. Equipment reservation & rental is subject to a deposit based on the number, quality, and type of camera involved.
    4. Labor
    5. 1. Labor charges are hourly, rounded up. This will be invoiced with actual number after the event. An estimate will be provided based on details provided by the customer.
    6. Extra services
    7. 1. Dependent upon customer requests. May include, but is not limited to, such things as Cellular data utilization, providing Venue Wi-Fi in more remote locations, and other such services as customer requests.
    8. Cancellations
    9. 1. Cancellations require at least 1 week notice. In the event that sufficient notice is not given, the full charge of the estimate will apply.
       2. If prior notice is provided no labor charges will be applied. If 2 weeks notice is provided, then equipment deposit may be refunded in full or in part dependent upon circumstances.
    10. Late Payment(s)
    11. 1. 1. Unless another payment timeframe is indicated on either the invoice or the order, invoices are due upon receipt. In the event of non-payment by the due date + 14 days, Nosology IT reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. Nosology IT will be authorized to suspend any provision of services without prior warning in the event of late payment.
           2. If a payment is still outstanding more than sixty (60) days after the due payment date, Nosology IT reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.