Terms & Conditions

Master Service Agreement — ISOLEX CORPORATION

Effective Date: Date of Purchase, Service Activation, Quote Acceptance, Invoice Payment, or Order Submission | Website: noc.isolex.io

1. Agreement

This Master Service Agreement ("Agreement") is entered into by and between Isolex Corporation, an Ohio corporation ("Isolex," "Provider," "Company"), and the purchasing entity or individual ("Customer," "Merchant," "Client"). By purchasing, ordering, subscribing to, activating, financing, leasing, or utilizing any service, equipment, software, monitoring, support, or infrastructure provided through noc.isolex.io, Customer agrees to be legally bound by this Agreement.

2. Acceptance of Terms

Customer acknowledges and agrees that any of the following constitutes acceptance: online checkout, payment of an invoice, acceptance of a proposal or quote, submission of an order, service activation, installation scheduling, continued use of services, electronic signature, or verbal authorization followed by service delivery. No separate signature is required for enforceability.

3. Services Covered

This Agreement applies to all products and services provided by Isolex, including but not limited to: managed networking, network monitoring, network administration, managed Wi-Fi, firewall management, router management, structured cabling, wireless bridge deployments, security camera systems, VoIP systems, managed cloud services, managed software, configuration, installation, support, and consulting services. All future equipment, software, infrastructure, and services deployed by Isolex during the term of service shall automatically become subject to this Agreement.

4. Initial Term

Customer agrees to maintain active service for an initial term of six (6) consecutive months beginning on the Service Activation Date. The Initial Term is required to recover deployment, engineering, installation, configuration, onboarding, project management, logistics, and support costs incurred by Isolex.

5. Early Termination Fee (ETF)

If Customer cancels, disconnects, requests removal of equipment, ceases payment, abandons, or otherwise terminates service prior to completion of the Initial Term, Customer shall immediately become liable for an Early Termination Fee ("ETF") equal to the GREATER OF: (A) $250.00 for each managed device installed, configured, monitored, maintained, or supported by Isolex, OR (B) all remaining monthly recurring charges due through the remainder of the Initial Term. Payment of the ETF does not transfer ownership of any equipment to Customer.

6. Equipment Ownership

Unless specifically identified in writing as Customer-owned equipment, all equipment supplied by Isolex remains the sole property of Isolex Corporation. Customer receives only the right to use such equipment while maintaining active service. No ownership interest transfers to Customer unless expressly stated in a signed purchase agreement.

7. Equipment Return Requirements

Upon cancellation, termination, expiration, suspension, non-payment, or default, Customer shall return all Isolex-owned equipment within fifteen (15) calendar days. Failure to return equipment shall result in replacement charges based upon current replacement value. Return of equipment does not reduce, offset, waive, or satisfy any ETF obligation.

8. Installation Cancellation Policy

Three (3) or more calendar days before installation: $300.00 cancellation fee. Two (2) calendar days or less before installation: $795.00 cancellation fee. Same-day cancellation, site refusal, no-show, or failure to provide access: $795.00 plus special-order equipment costs, shipping charges, permit costs, travel costs, and third-party contractor charges.

9. Isolex Responsibilities

Isolex agrees to professionally install and configure equipment, maintain commercially reasonable support procedures, provide remote troubleshooting assistance, maintain deployment documentation when practical, coordinate third-party vendors and subcontractors when necessary, replace defective equipment covered by manufacturer warranty, provide monitoring services for subscribed services, and make commercially reasonable efforts to restore service interruptions.

10. Customer Responsibilities

Customer agrees to maintain active electrical service and internet connectivity, provide safe access to equipment, protect equipment from theft, abuse, misuse, vandalism, environmental damage, and unauthorized modifications, promptly report service issues, maintain current billing information, pay invoices when due, refrain from altering equipment configurations without authorization, cooperate with troubleshooting and maintenance activities, and maintain required software licenses not provided by Isolex.

11. Service Level Agreement (SLA)

Support is provided on a commercially reasonable best-effort basis. Standard support hours: Monday–Friday, 8:00 AM–5:00 PM Customer Local Time, excluding holidays. Remote response target: within two (2) business hours. Onsite response target: next business day on a best-effort basis. Response objectives are targets only and are not guaranteed service commitments. Isolex shall not be liable for delays caused by ISPs, utilities, manufacturers, shipping carriers, third-party vendors, customer access restrictions, severe weather, force majeure events, or circumstances beyond Isolex's reasonable control.

12. Exclusions

Unless specifically contracted in writing, services do not include: electrical work, structural construction, building modifications, ISP/utility outage remediation, data recovery, cybersecurity incident response, customer-owned equipment repairs, software development, or third-party software support.

13. Warranties

Isolex warrants installation labor for thirty (30) days following completion. Manufacturer warranties shall govern hardware warranty coverage. Isolex does not guarantee uninterrupted service availability.

14. Payment Terms

Invoices are due upon receipt unless otherwise stated. Late balances may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. Isolex may suspend services for non-payment. Customer shall be responsible for all collection costs, court costs, and reasonable attorney fees incurred in collecting unpaid balances.

15. Limitation of Liability

To the fullest extent permitted by law, Isolex shall not be liable for lost profits, lost revenue, business interruption, data loss, consequential damages, incidental damages, special damages, or indirect damages. Isolex's maximum liability shall not exceed the total amount paid by Customer during the twelve (12) months immediately preceding the claim.

16. Indemnification

Customer agrees to defend, indemnify, and hold harmless Isolex Corporation, its officers, employees, contractors, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses arising from Customer negligence, unauthorized modifications, misuse of equipment, violations of law, Customer network activity, or Customer data practices.

17. Governing Law

This Agreement shall be governed exclusively by the laws of the State of Ohio. Any legal action shall be brought exclusively in the courts located in Lucas County, Ohio.

18. Severability

If any provision of this Agreement is determined unenforceable, the remaining provisions shall remain in full force and effect.

19. Entire Agreement

This Agreement, together with any Statement of Work, Quote, Invoice, Order Form, Service Schedule, or Addendum, constitutes the entire agreement between the parties.

20. Electronic Acceptance

Customer acknowledges that electronic acceptance, payment, online ordering, service activation, or continued use of services constitutes legal acceptance of this Agreement. No physical signature is required for this Agreement to be binding and enforceable.

ISOLEX CORPORATION

Website: noc.isolex.io