This website is operated by SingleSource Communications. Throughout the site, the terms “we”, “us” and “our” refer to SingleSource Communications. Single Source Communications offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
At SSC’s (SingleSource Communications) option, it shall replace, repair, or refund the purchase price of the equipment found to be defective.
Refurbished Goods sold to resellers/brokers carry a 90-day warranty covering defects in material or workmanship.
New Goods purchased from SSC’s will carry the manufacturer's warranty and the return procedure is dependent upon the requirements of the manufacturer.
SSC’s Repair and Exchange services carry a standard 90-day warranty from defects in material or workmanship.
SSC’s warranty can be voided, at SSC’s option, if the SSC warranty sticker is removed from the Goods. Goods damaged by flood, tornado, lightning, or other acts of God, customer negligence or use with equipment or software not provided by SSC or not compatible with the product they provided are not covered under SSC’s warranty policy.
Restocking – All returns must be accompanied by a SSC approved Customer RMA.
Unauthorized returns will not be accepted. Customer requests concerning return merchandise should be directed to the customers SSC account representative.
Non-warranty related return requests may be submitted for approval within 30-days of shipment. However, SSC reserves the right to accept or reject any return request for non-warranty reasons.
Non-warranty returns must be in the original, unopened packaging. All returns are subject to and conditioned upon inspection by SSC.
Special ordered Goods returns are conditional and require written approval by SSC.
If a return is approved by SSC, a restocking fee may apply.
All shipping charges remain the responsibility of the Customer unless otherwise agreed to by SSC in writing.
Credit for Goods returned due to a SSC shipping error shall be issued against the original invoice for the Goods, freight and return freight.
All shipments from Customer shall be made prepaid to SSC’s shipping warehouse.
RMAs are valid for 30 days from the date of issuance.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS URL. BY ACCEPTING THE ELECTRONIC ORDER, YOU ARE DEEMED TO HAVE ENTERED INTO AN AGREEMENT WITH SSC AND HAVE AGREED TO BE BOUND BY THE TERMS SET OUT BELOW. SSC reserves the right to change the nature of this relationship at any time, and to revise these terms and conditions from time to time as SSC sees fit. Customer shall check these terms and conditions periodically. By accepting SSC Services after we post changes to these terms and conditions, you agree to accept those changes, whether or not you actually reviewed them. If this electronic order is made pursuant to a Master Agreement (“MA”), the terms and conditions set forth in such MA are incorporated herein by reference and made a part of this Agreement, and shall control in the event of any conflict.
1. Services SSC and/or its subsidiary companies will provide Customer and/or its subsidiary and affiliated companies with legal document reproduction, litigation support services, imaging, conversion services or other related services more particularly described in an ordering document (the “Services”). In order to obtain Services from SSC hereunder, Customer shall submit to SSC an ordering document in the form of a job jacket, purchase order, intake form, statement of work or other written instrument acceptable to SSC that specifies the Services requested. In order to expedite the ordering and delivery process, and for the convenience of the Customer, this Agreement establishes the terms and conditions between the parties governing all Services. Any documents issued by Customer to procure document services at any time for any reason, even if they do not expressly reference or incorporate this Agreement, will not modify or affect this Agreement, nor have any other legal effect notwithstanding the inclusion of any additional or different terms or conditions in any such ordering document and shall serve only the purpose of identifying the document services ordered and shall be subject to the terms and conditions of this Agreement.
2. Service Warranties. SSC warrants that the Services performed hereunder will be performed in a good and workmanlike manner, and Customer’s exclusive remedy shall be for SSC to re-perform any Services not in compliance with this warranty and brought to SSC’s attention in writing within a reasonable time, but in no event more than thirty (30) days after such Services are performed.
3. Fees and Charges. Payment terms are net thirty (30)days. All rates and other charges provided for in this Agreement are exclusive of all federal, state, municipal or other governmental excise, sales, use or similar taxes, which taxes (other than taxes relating to SSC’s income) will be billed to Customer if required to be collected and remitted by SSC. Except as expressly set forth in writing, annually, on the anniversary date of this Agreement, SSC will increase fees and any rate expressly stated in any ordering document by an amount not to exceed the Consumer Price Index (“CPI”) as published by the Federal Government. In no event will any annual increase in price exceed five (5%) percent.
4. Invoicing. All invoiced amounts shall be due to SSC by the date indicated on the invoice and will be considered past due thereafter. If any invoiced amount is not paid within ten (10) days of its due date, Customer will pay, in addition to that amount, a late charge of one and a half percent (1.5%) per month or the maximum permitted by law, whichever is less, of the overdue payment. If SSC undertakes collection or enforcement efforts on any overdue amounts, Customer shall be liable for all costs thereof, including, without limitation, reasonable legal fees. If Customer is in arrears on any invoice, SSC may, on giving notice, withhold or cancel further performance of Services orders for such Services until all overdue amounts are paid in full. SSC may suspend or terminate this Agreement or any order for Services generated hereunder for non-payment. If Customer disputes a charge or charges on a given invoice, Customer shall pay all non-disputed charges and protest the disputed charges in writing to SSC. Customer will not be charged a late fee on any charges disputed by Customer in accordance with this Agreement.
5. Termination of Services. Upon thirty (30) days’ prior written notice, either party may terminate any of the Services specified in an ordering document. In the event SSC terminates any Services procured hereunder or this Agreement, SSC shall reimburse Customer for any prepaid fees related to Services not rendered prior to termination. Upon termination of this Agreement by Customer, Customer shall be responsible for payment for all Services completed by SSC and accepted by Customer through the effective date of termination.
6. Default. In addition to any other rights or remedies which either party may have under this Agreement or at law or equity, either party shall have the right to cancel the Services provided under this Agreement immediately: (i)if the other party fails to pay any fees or charges or any other payments required under this Agreement when due and payable, and such failure continues for a period of ten (10) days after being notified in writing of such failure; or (ii)if the other party fails to perform or observe any other material covenant or condition of this Agreement, and such failure or breach shall continue un-remedied for a period of ten (10) days after such party is notified in writing of such failure or breach; or (iii) if the other party becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or files or has filed against it any bankruptcy or reorganization proceeding. If SSC cancels this Agreement under this Section, Customer shall pay any reasonable costs and expenses (including attorneys’ fees and expenses) incurred by SSC to collect any amounts owed by Customer hereunder.
7.1 SSC recognizes that it must perform the Services in a manner that protects any information of Customer or its clients that Customer has clearly identified to SSC as being confidential (such information hereafter referred to collectively as "Customer Confidential Information") that may be disclosed to SSC hereunder from improper use or disclosure. SSC agrees to treat Customer Confidential Information on a confidential basis. SSC further agrees that it will not disclose any Customer Confidential Information without Customer's prior written consent to any third party except to authorized representatives of Customer or to employees or subcontractors of SSC who have a need to access such Customer Confidential Information to perform the Services contemplated hereunder. Customer Confidential Information shall not include (i) information which at the time of disclosure is in the public domain, (ii) information which, after disclosure becomes part of the public domain by publication or otherwise through no fault of SSC, or (iii) information which can be established to have been independently developed and so documented by SSC or obtained by SSC from any person not in breach of any confidential obligations to Customer. The terms of this Agreement shall not be considered to be Customer Confidential Information. Customer acknowledges and agrees that any information provided by Customer to SSC pursuant to this Agreement that constitutes Protected Health Information (“PHI”) subject to the Health Insurance Portability and Accountability Act of 1996 45 CFR Parts 160 and 164 (“HIPAA”) and the Health Information Technology for Economical and Clinical Health Act, Public Law 111-005 (the “HITECH Act”) or “nonpublic personal information” as defined under the Title V of the U.S. Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and the rules and regulations issued thereunder(“Gramm-Leach-Bliley”) shall be specifically identified as such to Ricoh in writing.
7.2 Notwithstanding the foregoing, the parties acknowledge and agree that SSC shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by, in or on any item of Customer owned or Customer leased equipment, whether through a digital storage device, hard drive or similar electronic medium (“Data Management Services”). If desired, Customer may engage SSC to perform such Data Management Services at its then-current rates. The selection, use and design of any Data Management Services, and any and all decisions arising with respect to the deletion or storage of any data, data information or documentation, as well as any loss of data resulting therefrom, shall be the sole responsibility of Customer, and Customer shall indemnify and hold harmless Ricoh and its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys’ fees) (collectively, “Losses”) arising therefrom or related thereto.
7.3 Notwithstanding anything in this Agreement to the contrary, Customer is responsible for ensuring its own compliance with any and all applicable legal, regulatory, business, industry, security, compliance and storage requirements relating to data retention, protection, destruction and/or access. It is the Customer’s sole responsibility to obtain advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory requirements that may affect the customer’s business or data retention, and any actions required to comply with such laws. SSC DOES NOT PROVIDE LEGAL, ACCOUNTING OR TAX ADVICE OR REPRESENT OR WARRANT THAT ITS SERVICES OR PRODUCTS WILL GUARANTEE OR ENSURE COMPLIANCE WITH ANY LAW, REGULATION OR REQUIREMENT.
7.4 SSC offers and recommends encryption related to the provision of Services. If data is required to be encrypted by law (including but not limited to HIPAA, the HITECH Act, or Gramm-Leach-Bliley), and Customer waives encryption, Customer is responsible for such failure to encrypt under the law.
8.1 Each party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other (“Indemnified Party”) from all third-party claims incurred by the Indemnified Party arising out of the death or bodily injury of any agent, employee, or business invitee of the Indemnified Party, or the damage, loss, or destruction of any tangible property of the Indemnified Party, up to a maximum of $1,000,000, to the extent caused by the negligent acts or omissions or willful misconduct of the Indemnifying Party, its employees, or agents.
8.2 Customer shall indemnify, defend and hold harmless SSC and its representatives and affiliates from and against any claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys’ fees and expenses) for actual or alleged infringement of any intellectual property right, including but not limited to copyright, trademark, or right of publicity, and breach of confidentiality arising from the copying of materials provided by Customer hereunder. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall be construed to give SSC any control over decisions relating to choosing the content of information copied or otherwise handled hereunder. Customer warrants and represents that it violates no intellectual property rights or confidentiality agreements of third-parties by having SSC perform Services under this Agreement.
8.3 Without intending to create any limitation relating to the survival of any other provisions of this Agreement, SSC and Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this Agreement. Each party shall promptly notify the other in the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification obligations set forth in this Section may apply.
9. Limitations. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SSC MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, EQUIPMENT OR GOODS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, COURSE OF PERFORMANCE, TRADE USAGE OR INDUSTRY CUSTOM. IN NO EVENT SHALL SSC BE LIABLE TO CUSTOMER OR A THIRD PARTY FOR ANY DAMAGES (1) RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR DELAY OF DELIVERY OF SERVICES UNDER THIS AGREEMENT OR (2) RELATED TO THE LOSS, DAMAGE OR DESTRUCTION OF ANY NEGOTIABLE INSTRUMENTS PROVIDED BY THE CUSTOMER. SSC ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI-VIRUS OR SIMILAR SOFTWARE, AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. SSC shall be excused from any delay or failure in performance of the Services under this Agreement for any period if such delay or failure is caused by any event of force majeure or other similar factors beyond its reasonable control. THE AMOUNT OF ANY LIABILITY OF SSC TO CUSTOMER OR ANY THIRD PARTY, FOR ONE OR MORE CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO SSC FOR THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Professional Services. In the event that Customer desires to order complex document services (including but not limited to, hosting, coding, data discovery, commercial imaging services, or forensic collection services), from SSC from time to time, it must do so by entering into a Statement of Work (in a form to be provided and executed by SSC). The Statement of Work will be governed solely by this Agreement and the following terms:
10.1 Changes to the scope of the services described in any such Statement of Work shall be made only in a written change order signed by both parties. SSC shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change and all other applicable terms are agreed upon by both parties in writing. SSC shall provide any such services at the Customer location set forth in the Statement of Work, as applicable, or on a remote basis. In consideration of the services set forth in the Statement of Work, Customer shall pay SSC the fees in the amounts and at the rates set forth therein. SSC may suspend or terminate such services for non-payment.
10.2 Customer acknowledges that SSC’s performance of any such services is dependent upon Customer’s timely and effective performance of its responsibilities as set forth in the Statement of Work. Estimated delivery and/or service schedules contained in any Statement of Work are non-binding estimates.
10.3 Intellectual property rights arising from the Services (but not the data, materials or content provided by Customer) shall remain the property of SSC, and nothing contained in any Statement of Work shall be construed to transfer, convey, restrict, impair or deprive SSC of any of its ownership or proprietary interest or rights in technology, information or products that existed prior to the provision of deliverables under the Statement of Work or that may be independently developed by SSC outside the scope of the Statement of Work and without use of any confidential or otherwise restricted material or information thereunder. Customer shall not use any services provided pursuant to a Statement of Work for any unlawful purpose.
11. Out of Scope Services. Notwithstanding anything to the contrary set forth herein or in any Schedule or Exhibit hereto or any current or future course of dealing between the parties, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT DO NOT INCLUDE, AND SSC SHALL NOT HAVE ANYOBLIGATION TO PROVIDE, OR ANY LIABILITY FOR, ANY OUT OF SCOPE SERVICES.SIMILARLY, THE FEES PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DO NOT CONTEMPLATE THE PROVISION OF ANY OUT OF SCOPE SERVICES. For this purpose, the term “Out of Scope Services” shall include by way of illustration and not to be limited to any and all of the following: copyright permission services, the use or operation of any non-SSC vehicles; the handling or delivery of cash, checks, securities or negotiable instruments; security services, including x-ray, screening, guard or similar security measures; and the handling or delivery of explosives, drugs, chemicals, hazardous wastes, biological materials, medical supplies, medical wastes, food items, organic and other perishables. Complex document services (including but not limited to, hosting, coding, data discovery, commercial imaging services, content review, content summary or forensic collection services) are considered Out of Scope Services unless SSC is engaged pursuant to a Statement of Work as set forth in Section 10. In the event that Customer desires to obtain any Out of Scope Services, Customer should contact its SSC account executive to discuss available solutions for such services.
12. Export Laws; EU Data Directive.
12.1 Notwithstanding any other provision of this Agreement, Customer shall at all times remain solely responsible for complying with all applicable laws or regulations relating to export and re-export control (collectively, “Export Laws”) and for obtaining any applicable authorization or license under the Export Laws. Customer acknowledges and agrees that SSC may from time to time, in its sole discretion, engage third party Subcontractors, both foreign and domestic, to perform any portion of the Services on SSC’s behalf. Customer represents and warrants to SSC that it, its employees and agents shall not provide SSC with any document, technology, software or item for which any authorization or license is required under any Export Law. Customer shall further indemnify, defend and hold harmless SSC and its representatives and affiliates from and against any fine, penalty, claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys’ fees) for any actual or alleged violation of any Export Laws arising from the performance of Services under this Agreement.
12.2 Notwithstanding any other provision of this Agreement, Customer shall at all times remain solely responsible for complying with all applicable Data Protection Directives, as hereafter defined, and for obtaining any applicable authorization or license under the Data Protection Directives. Customer represents and warrants to SSC that it, its employees and agents shall not provide SSC with any document, technology, software or item for which any authorization or license or any other consent, approval or authorization is required under any Data Protection Directives (“Protected Information”). In the event Customer intends to provide SSC with any Protected Information, Customer shall identify such document, technology, software or item as Protected Information. Customer shall further indemnify, defend and hold harmless SSC and its representatives and affiliates from and against any fine, penalty, claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys’ fees) for any actual or alleged violation of any law or regulation relating to export and re-export control of protected information under the EU Data Protection Directives (collectively, “Data Protection Directives”) arising from the performance of Services under this Agreement.
13. Independent Contractor. In performing Services hereunder, SSC shall be an independent contractor and not an agent or employee of Customer, whether under the HITECH Act or otherwise. Neither SSC nor anyone employed by SSC shall be deemed for any purpose to be the employee, agent, servant, or representative of Customer in the performance of the Services hereunder. Customer shall have no direction or control of SSC or SSC's employees or agents.
14. Assignment. Neither party shall assign or in any way dispose of all or any part of its rights or obligations under this Agreement without the prior written consent of the other, which shall not be unreasonably withheld.
15. Non-Solicitation. During the term of this Agreement and for a period of one (1) year following the expiration or termination of this Agreement for any reason, Customer shall not (i) offer to employ, or otherwise hire or engage any employee of SSC to whom it was introduced in connection with the transactions contemplated by this Agreement, (ii) attempt to directly or indirectly induce or solicit any employee of SSC to whom it was introduced in connection with the transactions contemplated by this Agreement to terminate his or her employment with SSC, or (iii) solicit or enter into any service engagement with any SSC client or client prospect to whom Company was introduced or referred in connection with the transactions contemplated by this Agreement. Money damages are not an adequate remedy for a breach by Customer of this Section, and, therefore, in addition to any other legal or equitable remedies available to it, SSC shall be entitled to obtain an injunction against such breach. The obligations set forth in this Section shall survive the termination or expiration of this Agreement.
16. Governing Law. This Agreement and any Services procured hereunder shall be governed by the laws of the Commonwealth of Nebraska both as to interpretation and performance, without regard to its choice of law requirements. All other ordering documents shall be governed by the law of the jurisdiction in which the Services are being performed. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original.
17. Miscellaneous. The parties agree that the terms and conditions contained in this Agreement and any document to procure Services make up the entire agreement between them regarding the Services and supersede all prior written or oral communications, understandings or agreements between the parties relating to the subject matter contained herein, including without limitation, purchase orders. Customer acknowledges and agrees that SSC does not undertake any conflict check procedure, whether formal or informal, to determine if SSC is performing services for an adverse party to Customer. Furthermore, given the nature and the scope of Services provided hereunder, SSC has determined that a conflict check, whether formal or informal, are not necessary. SSC shall be permitted to conduct business in the normal course and engage customers even if the same is, in the reasonable judgment of the Customer, adverse to the specific Services being performed for or on behalf of the Customer. Except as otherwise expressly set forth herein, any change in any of the terms and conditions of this Agreement or any document to procure Services hereunder must be in writing and signed by both parties. The delay or failure of either party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provision or affect the right of such party thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable. All notices shall be given in writing by the party sending the notice and shall be effective when deposited in the mail, addressed to the party receiving the notice at its address shown above (or to any other address specified by that party in writing) with postage prepaid. If more than one affiliate, subsidiary, client, or law firm of Customer has signed this Agreement, each such Customer agrees that its liability is joint and several. If Customer has signed this Agreement on behalf of any of its subsidiaries or affiliates, or for the benefit of any third party, client or otherwise, Customer shall remain liable for the obligations hereunder.
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