Terms and Conditions

STANDARD TERMS AND CONDITIONS

1. Applicability

These Standard Terms and Conditions govern all products and services provided by Clear Sight IT LLC (“Clear Sight IT”) to you (“Customer”) under any written request accepted by Clear Sight IT or any other written agreement between the parties. In case of conflict between these Standard Terms and Conditions and any Agreement, these Standard Terms and Conditions shall prevail unless expressly stated otherwise in the Agreement.

2. Deliverables

The products and services provided by Clear Sight IT, including software, software development, databases, designs, updates, and related goods, are collectively referred to as “Software.” Services provided by Clear Sight IT or its agents are referred to as “Services,” and tangible property provided to Customer is referred to as “Hardware.”

3. Concerning Software

Clear Sight IT utilizes various programming techniques, including Clear Sight IT Software, Generic and Pre-existing Software, and Third Party Software. Customer is granted a license to use Generic and Pre-existing Software. Clear Sight IT retains ownership of the Generic and Pre-existing Software.

4. Schedule

Clear Sight IT will make commercially reasonable efforts to adhere to the schedule outlined in the Agreement. Delays beyond Clear Sight IT's control or due to Customer or third-party actions are not the responsibility of Clear Sight IT.

5. Cooperation

Successful service completion requires mutual cooperation between Customer and Clear Sight IT. Customer agrees to provide necessary information and access to facilitate Services.

6. Payment

Customer shall adhere to payment terms outlined in the Agreement or Clear Sight IT’s rate letter. Late payments may result in service cessation and additional fees.

7. Termination

Either party may terminate an Agreement with 15 days’ notice. Clear Sight IT reserves the right to terminate Services immediately for material breaches.

8. Warranties; Disclaimers; Limitation of Liability

Clear Sight IT disclaims all warranties, except as expressly stated. Clear Sight IT’s liability is limited to the amount paid by Customer in the preceding six months.

9. Confidentiality

Clear Sight IT agrees to maintain the confidentiality of Customer’s information. Separate confidentiality agreements supersede conflicting provisions.

10. Data Privacy

Customer agrees to comply with Privacy Laws and indemnifies Clear Sight IT against claims arising from Customer’s failure to do so.

11. Infringement Indemnity

Clear Sight IT indemnifies Customer against third-party claims of infringement related to Generic and Pre-existing Software.

12. Delays or Defaults

Clear Sight IT is not liable for delays due to events beyond its control.

13. Relationship of the Parties

Clear Sight IT is an independent contractor of Customer and not an employee or agent.

14. General

These Standard Terms and Conditions, along with the Agreement, constitute the entire agreement between the parties. Assignment requires written consent. The agreement is governed by New York law, and disputes shall be resolved in Ontario County.