

Proudly Providing K-12 Technology Services Across The Midwest Since 1997.

(800) 662-5123
Terms & Conditions
​These terms and conditions (these “Terms”) govern the transaction and provision of services and goods by Quality Network Solutions, LLC, an Illinois limited liability company (together with any of its affiliates, “Supplier”), to the customer (“Customer”) identified in the accompanying technology support service agreement, general service agreement, purchase order, statement of work, quote, confirmation of sale, or document similar in nature (the “Agreement”). These Terms are incorporated and made a part of the Agreement by and between Supplier and Customer. These Terms and the accompanying Agreement (i) provide the guidelines and legal stipulations for the provisions of services and/or goods that are described in such Agreement and are binding upon the parties thereto and (ii) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms, and the accompanying Agreement, prevail over any of Customer’s general terms and condition regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Supplier expressly rejects any incorporation attempt by Customer of any other terms and conditions, whether from Customer or from what is common industry practice, and the provision of services by Supplier to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms or the Agreement.
1. ACCEPTANCE OF TERMS AND CONDITIONS. Customer, by either (i) executing, delivering or submitting the Agreement or (ii) by subsequently acknowledging and agreeing that such previously executed Agreement between Customer and Supplier incorporates and is modified by these Terms, agrees to be bound by and comply with all of the terms, conditions and specifications set forth in these Terms and the accompanying Agreement.
2. SERVICES. Supplier shall provide the services to Customer as set forth and detailed in the Agreement (the “Services”) in accordance with these Terms and any accompanying provisions set forth in the Agreement. Services may be performed off-site or on-site at Customer’s location. Services will be performed at the rates set forth in the Agreement. If Customer submits a written request or change order for additional Services not set forth in the Agreement and if Supplier agrees to perform such additional Services, Supplier’s acceptance and provision of such Services shall be subject to these Terms, and exclusive of any other terms or conditions on Customer’s written request or any other form.
3. CUSTOMER OBLIGATIONS.
(a) Customer agrees to cooperate with Supplier in all matters relating to the Services and to provide such access to Customer’s premises, documents, equipment and files as may be reasonably requested by Supplier for the purposes of performing the Services in a timely manner. Customer will take reasonable steps to ensure that such Customer materials or information are complete and accurate in all material respects and obtain and maintain all necessary licenses and consents for the use of the Services, and comply with all applicable laws in relation to the Services.
(b) Customer, its affiliates and its and their respective employees, agents, contractors and representatives will comply with all rules, specifications, policies, procedures, and security requirements governing the Services and any use thereof. Without limiting the generality of the foregoing, Customer at its own expense, will (i) take all reasonable physical and information system security measures necessary to protect all equipment, software, data and systems located at Customer’s location(s) or otherwise in Customer’s control and used in connection with the Services, whether owned, licensed or otherwise held by Customer, Supplier, or a third party, (ii) have the necessary machinery, equipment, systems,
hardware, software and premise(s), in accordance with mutually agreed protocols, necessary for Supplier to perform the Services contemplated, (iii) follow Supplier’s protocols for establishment, modification, maintenance, security and delivery of Services, (iv) maintain and operate any systems and equipment related to the Services in a suitable environment and (v) not use any Services for any unlawful purpose or in a manner that is adverse to its intended purpose Without limiting the generality of the foregoing, in no event will Supplier be liable for, or be considered to be in breach or default hereunder, in the event Services are disrupted as a result of technical malfunction in the systems and devices of Customer or any third party.
4. CUSTOMER ACTS OR OMISSIONS. If Supplier’s performance of the Services is prevented or delayed by an act or omission of Customer or its agents, employees or representatives, Supplier shall not be deemed in breach of its obligations, or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
5. THIRD PARTY VENDORS. Customer acknowledges that some products and services used in connection with the provision of Services provided hereunder or pursuant to the Agreement may be provided by third parties, and some of the Services may be provided utilizing software or systems owned by or licensed from third party vendors. To the extent necessary, Customer agrees to execute appropriate software license agreements with such third party vendors as required by such third party vendors. Customer further agrees that Supplier may, at its sole discretion, change any third party vendors or subcontracted servicers and provide a substitute for such party’s respective products, software or services so long as it does not materially degrade the Services.
6. SERVICE WARRANTY. Supplier will perform the Services in a professional, workmanlike manner in accordance with generally accepted industry standards for similar services. Supplier shall not be liable for a breach of the service warranty set forth in this Section 6 unless Customer gives written notice of the defective Services, reasonably described, to Supplier within ten (10) days of the time when Customer discovers or ought to have discovered that the Services were defective. Subject to the preceding provision, Supplier shall, in its sole discretion, either (i) repair or re-perform such Services (or the defective part) at no additional cost to Customer, or (ii) credit or refund the specified portion of the purchase price paid by Customer for the non-conforming Service. Any equipment provided in connection with the Services is third-party equipment and is provided subject to the original equipment manufacturer’s standard warranties, if any, which the Supplier will pass through to the Customer. THE REMEDIES SET FORTH ABOVE SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SUPPLIER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED SERVICE WARRANTY SET FORTH IN THIS SECTION 6.
7. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SUPPLIER MAKES NO WARRANTY WHATSOEVER OF ANY KIND WITH RESPECT TO THE SERVICES OR ANY GOODS OR EQUIPMENT DELIVERED IN CONNECTION WITH THE PROVISION OF THE SERVICES, AND EXPRESSLY DISCLAIMS ANY (I) WARRANTY OF MERCHANTABILITY, (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (III) WARRANTY OF TITLE, OR (IV) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SUPPLIER IS NOT RESPONSIBLE FOR THE MANNER IN WHICH THE SERVICES ARE USED BY CUSTOMER OR ANY OTHER PERSON OR ENTITY ACCESSING SUCH SERVICES (OR THE EQUIPMENT USED TO DELIVER SUCH SERVICES) THROUGH OR ON BEHALF OF CUSTOMER.
8. LIMITATION OF LIABILITY.
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLIER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME COSTS, OR DIMUNITION IN VALUE, ARISING OUT OF OR OTHERWISE RELATING TO THE AGREEMENT, THE SERVICES, ANY EQUIPMENT DELIVERED IN CONNECTION WITH THE PROVISION OF THE SERVICES, OR CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES OR THE EQUIPMENT DELIVERED IN CONNECTION THEREWITH. THIS LIMITATION OF LIABILITY SET FORTH HEREIN SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITIATION, NEGLIGENCE OF ANY KIND) OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SUPPLIER AND CUSTOMER, AND CUSTOMER ACKNOWLEDGES THAT SUPPLIER WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT SUCH LIMITATIONS.
(b) IN NO EVENT SHALL SUPPLIER’S AGGREGATE LIABILITY ARISING OUT OF OR OTHERWISE RELATING TO THE AGREEMENT, THE SERVICES, OR ANY EQUIPMENT DELIVERED IN CONNECTION WITH THE PROVISION OF THE SERVICES, AND WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OF ANY KIND) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SUPPLIER PURSUANT TO THE AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. TRANSFER OF TITLE AND RISK OF LOSS. For all equipment provided in connection with the delivery of Services hereunder, title and risk of loss or destruction to such equipment shall pass to Customer upon the equipment seller’s tender of the equipment to the carrier at the manufacturer’s shipping point.
10. INTELLECTUAL PROPERTY. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product, processes, systems and other materials that are related to the operations of Supplier, are delivered to Customer in connection with the Agreement or that are prepared by or on behalf of Supplier in the course of performing the Services (collectively, the “Intellectual Property”) shall be owned exclusively by Supplier. This provision will continue to be effective after termination of the Services.
11. CONFIDENTIALITY. All non-public, confidential or proprietary information of Supplier, including, but not limited to, the Intellectual Property and any other trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Supplier to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Supplier. This provision will continue to be effective after termination of the Services.
12. PRICING AND PAYMENT TERMS.
(a) The pricing for the Services provided are as set forth in the Agreement. All prices are exclusive of sales, use and excise taxes and other similar taxes, duties and charges of any kind imposed by a governmental entity on amounts payable by Customer. Unless otherwise set forth in the Agreement, in consideration for the provision of the Services by Supplier, Customer shall pay all invoiced amounts delivered from time to time by Supplier to Customer within thirty (30) days from the invoice date. If Customer fails to pay any invoiced amounts, Supplier reserves the right, in addition to any other rights or remedies, to: (i) suspend any and all Services, (ii) charge Customer interest on the unpaid amount at the lesser of: (a) two percent (2.0%) per month and (b) the highest rate permitted by law, and (iii) any combination of the foregoing. Customer shall be responsible for and reimburse Supplier for all collection costs, including reasonable attorneys’ fees, incurred in obtaining payment on unpaid amounts.
(b) If Customer, in good-faith, has a dispute over any charge or amount on any invoice and such dispute cannot be resolved promptly through good-faith discussions between the parties, Customer shall pay the amounts due under the invoice minus the disputed amount and the parties shall diligently proceed to resolve such disputed amount. An amount will be considered disputed in good faith if (i) Customer delivers a written statement to Supplier on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Customer and (ii) all other amounts due from Customer that are not in dispute have been paid in accordance with these Terms and the underlying Agreement. If any amount disputed by Customer is determined to be due to Supplier, or if the parties resolve the payment dispute, the amount due must be paid within five (5) business days after such determination or resolution.
13. TAXES. Customer shall be responsible for all harmonized sales tax, provincial sales tax, goods and services tax, value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder. Any such taxes, duties, and charges currently assessed, or which may be assessed in the future, that are applicable to the Services provided in connection with the Agreement and these Terms are for the Customer’s account, and Customer hereby agrees to pay such taxes.
14. ASSIGNMENT. Customer shall not assign any of its rights or delegate any of its obligations hereunder or in connection with the Agreement without Supplier’s prior written consent. Any purported assignment or delegation in violation hereof is null and void.
15. ON-SITE SERVICES AND INDEMNITY. For Services that are performed on-site by Supplier personnel at sites owned, controlled, managed or designated by Customer, Customer will be responsible for providing, or assuring the provision of, safe and suitable premises and operating conditions at the site. Customer will indemnify, defend and hold harmless Supplier from and against all losses resulting from claims presented or brought for (i) any injuries (including death) to persons (including employees and subcontractors of Supplier and Customer, and third parties), and (ii) damage to property of third parties, in each case to the extent caused by or to the extent arising out of any negligent (including strict liability), reckless or intentional act or omission of Customer, any of its subcontractors (other than Supplier and its subcontractors), anyone directly or indirectly employed by any of them (other than Supplier and its subcontractors) or anyone for whose acts anyone of them may be liable (other than Supplier and its subcontractors), in any way associated or connected with the performance of the Services, in whatever manner the same may be caused, and whether or not the same be caused by or arise out of the joint, concurrent or contributory negligence of any person (other than Supplier and its subcontractors).
16. GENERAL INDEMNITY.
(a) Each party hereto (the “Indemnifying Party”) will defend, indemnify and hold harmless the other party and its affiliates, officers, directors, employees and agents (each, an “Indemnified Party”) from all damages, losses, costs (including reasonable attorneys’ fees), or other expenses arising from third-party claims, actions, suits or proceedings against an Indemnified Party arising out of or related to the Indemnifying Party’s (i) breach or alleged breach of these Terms or the Agreement, (ii) failure to abide by an applicable law, (iii) infringement of a third party’s U.S. patent, trademark, trade secret or copyright in connection (A) with respect to Supplier, the Services provided pursuant to the Agreement, when used as permitted by these Terms, and (B) with respect to Customer, the technology, systems, equipment, data and materials provided by Customer to Supplier or otherwise provided and utilized by Customer in connection with the Services hereunder, (iv) with respect to Customer, modification of the Services, or the equipment and/or systems used to support such Services, that do not comply with Supplier’s operating specifications for the Services and is unauthorized by Supplier, or (v) fraud, gross negligence or willful misconduct.
(b) The Indemnified Party will give the Indemnifying Party timely written notice of the claim for which indemnity is sought and control of the disposition thereof; provided, that failure to give timely notice will not relieve the Indemnifying Party of its obligations except to the extent that such untimely notice materially impairs the ability of the Indemnifying Party to defend such claim. The Indemnified Party will cooperate with the Indemnifying Party’s reasonable requests (at the Indemnifying Party’s expense) in connection with the defense and settlement of such claim. Neither party will settle any claim for which indemnity is sought unless (i) such settlement includes an unconditional release of the other party from all liability on the claim, or (ii) the other party gives its prior written consent, which will not be unreasonably withheld.
(c) This provision will continue to be effective after termination of the Services.
17. ATTORNEYS’ FEES. If any action at law or in equity is brought to enforce these Terms or the Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable costs incurred in connection with such action, including reasonable attorneys' fees, in addition to any other relief to which that prevailing party may be entitled.
18. DISPUTES. Any unresolved controversy or claim arising out of or relating to these Terms or the Agreement shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (“AAA”), then by one arbitrator having reasonable experience in commercial transactions of the type provided for in the Agreement and who is chosen by the AAA. The arbitration shall take place in Champaign, Illinois, in accordance with the AAA rules then in effect. The arbitrator will be bound to adjudicate disputes in accordance with the laws of the state of Delaware. The arbitrator shall not have any power to alter, amend, modify or change any of the provisions hereunder nor to grant any remedy which is either prohibited by these Terms, or not available in a court of law. The decision of the arbitrator shall be in writing with written findings of fact, and explanation of all conclusions of law. The decision shall be final and binding on the parties. Unless otherwise expressly provided herein, the arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential damages, punitive, exemplary, or extraordinary damages, or specific performance. Notwithstanding the foregoing, a party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.
19. TERMINATION.
(a) General. In addition to any remedies that may be provided under these Terms or in the Agreement, Supplier may terminate its provision of Services with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under the Agreement; (ii) has not otherwise performed or complied with any of these Terms or the Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
(b) Termination for Default. Either party may terminate the provision of Services by notice given in writing to the other if the other party commits any material breach of its obligations hereunder or pursuant to the Agreement and fails to cure such material breach within thirty (30) days after receipt of written notice giving full particulars of the breach and requiring it to be so cured.
20. NOTICES. All notices, requests, consents, claims, demands, waivers and other communications hereunder or pursuant to the Agreement (each a “Notice”) shall be in writing (email being sufficient) and shall be deemed to have been duly given when delivered personally, sent by registered or certified mail, return receipt requested, postage prepaid, or sent by email to the respective parties at the addresses set forth in the Agreement or to such other address that may be designated by the receiving party in writing. All notices by mail shall be by certified or registered mail, return receipt requested, and shall be deemed complete three (3) days after mailing. All notices sent by email shall be deemed received on the date sent.
21. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees that (i) Supplier is an independent contractor and no other employment relationship is created between the parties hereto by virtue of these Terms of the Agreement, and (ii) the Supplier may, from time to time, provide services similar or identical in nature to the Services provided under the Agreement to any other person, in the sole and absolute discretion of the Supplier.
22. NON-SOLICITATION. During the term of the Agreement, and for a period of one (1) year after expiration or termination of the Services, Customer will not (and will cause its affiliates not to), directly or indirectly, for their own account, or for or on behalf of any other person, whether as an officer, director, employee, partner, principal, joint venture, consultant, investor, shareholder, independent contractor or otherwise, hire or employ, or attempt to hire or employ, in any fashion (whether as an employee, independent contractor or otherwise), any employee or independent contractor of Supplier; and neither Customer nor its affiliates will solicit or induce, or attempt to solicit or induce or take away, any of Suppliers’ employees, consultants, clients, vendors, suppliers, or independent contractors, or cause or attempt to cause any such persons to terminate their relationship with Supplier. The parties acknowledge and agree that a breach of this Section 23 would cause actual and substantial damages to Supplier that would be very difficult to accurately calculate with precision. Accordingly, in addition to any equitable remedies of Supplier, any such breach will entitle Supplier to recover liquidated damages from Customer in the amount equal to one (1) year worth of annual salary of compensation of such employee or contractor for each such breach, as well as expenses, costs, and reasonable attorneys’ fees incurred by Supplier in seeking enforcement hereunder. Customer agrees that the foregoing amount is intended to be, and in fact is, a reasonable estimate of the actual damages that would be incurred by Supplier if Customer were to breach this provision, and that this amount is not intended to be, and in fact is not, a penalty.
23. UNENFORCEABLE PROVISIONS. In the event that any of the provisions of these Terms or the Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Further, any such invalidity, illegality or unenforceability will not affect any other term or provision of these Terms or the
Agreement (and, for the avoidance, of doubt, all such other terms or provisions will remain in full force and effect) or invalidate or render unenforceable such term or provision in any other jurisdiction.
24. WAIVER. The failure of either party to enforce at any time, or for any period of time, the provisions hereof shall not be construed to be a waiver of such provisions or of the right of such party to enforce each and every such provision.
25. FORCE MAJEURE. Except for payment obligations arising under these Terms and the corresponding Agreement, neither party will be liable for any delay or failure of performance or equipment due to causes beyond such party’s reasonable control, including but not limited to acts of God, pandemic or epidemic, fire, explosion, hurricane, acts or omissions of suppliers, flood or other catastrophe, any law or request of any governmental entity, national emergency, terrorist activities, insurrections, riots, labor disputes, work stoppages or disruptive labor activities, global or natural disasters, wide-spread malfunctions and outages to internet backbones, networks or servers, or like events.
26. AMENDMENT AND MODIFICATION. The Agreement (and these accompanying Terms) may only be amended or modified in a writing that specifically states that it amends the Agreement (and these Terms) and is signed by an authorized representative of each party.