General Terms and Conditions

Integrated Information Solutions, LLC., d/b/a Integrated Solutions (herein referred to as IS) provides PC network, hardware and software support to the Customer. IS and the Customer agree that any services rendered shall be provided exclusively pursuant to the terms and conditions set forth herein, unless otherwise covered under a separate agreement signed by both parties.

This agreement in no way binds either party to exclusive use of services. The Customer remains free to involve other companies for goods and services as they deem necessary. IS remains free to provide similar services to other clients. IS retains full right to refuse participation and/or support of any part of a project as we deem necessary.

This agreement in no way binds either party to any duration of commitment for services. Either party may terminate the relationship for any reason at any time.

The terms and conditions of this agreement shall be in force whenever the Customer request services and IS delivers those services.

All work performed during the course of any project is done on a per hour basis at our normal billing rates unless otherwise specified. This may include on-site services, travel time and research time from our Birmingham office or a consultant's home. If, during the course of a project, additional work is required on issues not related to that project, or on a second project, a separate work order may be opened and that work completed, closed and billed separately from the first project.

IS will make the Customer aware of any additional work required before performing that work.

1. EXCLUSIVE WARANTY AND REMEDIES: IS's exclusive warranty is that all services will be performed in a quality fashion, in accordance with any instructions from hardware and software vendors, and shall be free from defect in workmanship for a period of 30 days. IS's entire liability and the Customer's exclusive remedy for damages from any cause whatsoever, including, but not limited to, nonperformance or misrepresentation, and regardless of the form of action, shall be limited to the amount which has been paid to IS by the Customer for services rendered. In no event will IS be liable for damages caused by the Customer's negligence, or for special, incidental, of consequential damages, lost profits, lost use of equipment, loss of stored data, cost of substitute equipment or other downtime cost, even if IS has been advised of the possibility of such damages, or for any claim against the customer by any other party. No action arising out of this Agreement, regardless of the form of the action, may be brought by the Customer more than a year after the action has occurred.

2. LIMITATION OF LIABILITY: Any material, supplies, part and other products supplied or provided by IS are provided on an "as is" basis. The manufacturers of said materials, supplies, parts and products may provide warranties for those products. Warranty issues are the sole responsibility of the manufacturer and should be addressed with the manufacturer. IS does not warrant that any materials, supplies, parts and products will meet the customer's requirements, or that the operation of other products will be uninterrupted or error free. IS makes no warranties, express or implied, including but not limited to, the implied warranties of fitness for a particular purpose. Any act or remedy, whether by the Customer or a third party, intentional or unintentional, that alters or in any way impairs the operation of services hereunder shall become the sole responsibility of the Customer. Further resolution of said impairment may be attempted by IS at regular compensation rates.

3. CUSTOMER RESPONSIBILITY: Customer assumes full responsibility to back up and/or otherwise protect its data against loss, damage or destruction before services are performed. If the Customer requests IS back up the data, IS is liable only for the execution of the backup. The limitation of liability outlined herein applies to the backup hardware, media and the reliability of any and all equipment used to execute the backup. Customer is responsible for understanding and approving any recommendations made by IS and any work performed by IS. Customer reserves the right to invite 3rd parties to submit supporting or dissenting opinions prior to any project, subject to the paragraph below titled INTELLECTUAL PROPERTY

4. INTELLECTUAL PROPERTY: IS claims no exclusive property rights over any technology or product that IS sells or installs. However, the combination of products and technologies and the steps in which those products and technologies will be deployed, in conjunction with the clients existing infrastructure represent an exclusive solution when submitted, along with pricing, to the Customer. IS considers said exclusive solutions as intellectual property and the protection thereof as key to our commercial wellbeing. By accepting a proposal, the Customer acknowledges that it is the Intellectual Property of IS. Customer agrees not to disclose the specific products and technologies or the specific manner in which IS proposes to deploy them to any 3rd party that may compete to provide similar services. However, IS recognizes that the Customer has the right to question and qualify any proposed solution and will give prior consent for the review of IS's solution, but not IS's pricing, by a competing vendor. IS will likewise give prior consent for the review of IS's solution and pricing by a non-competing, technically qualified 3rd party.

5. PRICES: Unless otherwise agreed in writing by both parties, the prices for services and parts shall be IS's applicable prices calculated on a time, material and transport basis. Premium rates may apply for work performed after hours, on week-ends and holidays.

6. MAINTENANCE AIDS: All software, hardware, research and documentation used in the completion of work but not implicitly sold or otherwise transferred to the Customer remains the exclusive property of IS or the third party. No license or right to use any of these aids is granted or implied hereunder.

7. PARTS: All parts replaced under warranty by IS become the property of IS, Parts provided in performance of services may be from sources other than the original vendor.

8. FORCE MAJEUR: Either party shall be excused for the delay or failure in the performance of any obligation hereunder when such delay is the result of the elements, acts of God, government authority or any other cause beyond their reasonable control.

9. ARBITRATION OF DISPUTE: All parties agree that any controversy or claim arising out of or relating to work performed hereunder, or any dispute arising out of the interpretation or application of said work which the parties hereto are unable to resolve, shall be settled by arbitration in the city where the initiating party is headquartered by a single arbitrator pursuant to the American Arbitration Association's Commercial Arbitration Rules. The arbitrator shall be chosen from a panel of persons knowledgeable in the provision of similar services and shall be selected within 30 days of the date the demand for arbitration is made. Both parties further agree to waive any and all rights to litigation of said claims in Civil Court and to abide completely and without delay or appeal, by the rulings of the arbitrator.

10. GENERAL: This Contract is the entire agreement between Integrated Information Solutions, LLC. and the Customer. No representation, inducements, promises, negotiations, agreements, oral or otherwise, not contained herein shall be of any force or effect. The parties hereto agree that the terms and conditions contained herein shall prevail notwithstanding any variations contained in any other written agreement between Integrated Information Solutions, LLC. and the Customer.