SOUND INSPECTORS, LLC SERVICE AGREEMENT TERMS AND CONDITIONS

Effective September 30, 2021

1. Subject to Sound Inspectors, LLC’s Terms and Conditions

Unless expressly modified herein, all Sound Inspectors, LLC Service Plans (“Service Plans”) are subject to Sound Inspectors. LLC’s Terms and Conditions which are incorporated by reference as though fully stated herein.

2. Scope of Services Provided.

Upon purchase and continued payment of the applicable Service Plan fee, Sound Inspectors, LLC (“Sound Inspectors”) will provide the services described below to the purchasing customer (“Customer”). The package purchased will determine which services and the level of service, if any, is included.

Purchase of a Service Plan requires purchase of a new covered product from Sound Inspectors and is only available for the purchased product.

The published Service Plans may change over time. The purchased plan is listed and described in the invoice containing the purchase of the product. If no Service Plan is listed or described in the invoice, there is no Service Plan with Sound Inspectors unless purchased separately, subject to availability and acceptance by Sound Inspectors, and reflected on a paid invoice. Service Plans may be upgraded subject to approval by Sound Inspectors. Service Plans are not transferable without the express written approval of Sound Inspectors, which may be withheld at its sole discretion.

Software purchases only receive Technical Support and Software updates services.

Purchases of Service Plans must occur at the time of purchase of the covered product from Sound Inspectors. Purchases made after this date may be approved by Sound Inspectors upon payment of the Service Plan fees from date of purchase.

Product purchase discounts and warranty extensions require a continuous Service Plan from the date of purchase. Upon approval by Sound Inspectors, purchase discounts may be offered upon payment of the Service Plan fees for any periods of coverage lapses.

Shipping and Handling is within lower 48 United States only. Shipping outside of the lower 48 United States is subject to additional charges.

Access to some or all Service Plan features may require registration in a service portal (on the SoundCam.com, Sound Inspectors website, or a delegated service provider) and may require the user to initiate services from within the service portal.

Service Plan services are restricted to Customer. Any rental or lease of equipment/instrument by Customer voids the Service Plan.

Sound Inspectors reserves the right to limit, alter, modify, or terminate the services provided for any reason. Use of any Service Plan services is limited to reasonable quantities and subject to limitation or termination by Sound Inspectors for abuse.

The following definitions apply to the services listed in the Service Plans:

A. Technical Support:

• Standard: Standard support includes access to items such as manuals, videos, FAQs, instructional materials, or other non-interactive support materials that are available on Sound Inspectors’ websites or manufacturers’ websites. The type and availability of support materials is not guaranteed and is subject to change, availability, or discontinuation. Use of Standard support material is subject to the applicable website’s terms and conditions.
• Premium: Premium support includes the features of Standard support and adds interactive support options (e.g., email, phone ticketing service, or phone support). Premium support does not guarantee immediate support and response times are not guaranteed. The availability of interactive support options is subject to change and is subject to additional terms and conditions (e.g., website terms of use).

Please Note:
Support options and availability are subject to change. The availability of support materials for any specific device may vary and change over time due to different versions of hardware, firmware, or software; delays in the documentation process; or other factors and are not guaranteed.

Support options are for basic functionality, instructional use, and troubleshooting. They do not include advanced services such as consulting, data interpretation services, instruction for specific use scenarios, or support for custom applications or uses.

Support is not available for third party modifications, support, parts, or service.

Support is limited to customer and its designated contact person.

Support may be limited or restricted if abused as determined by the sole discretion of Sound Inspectors.

B. Training & Seminars

Discounts or reduced fees may be available for training or seminars provided by Sound Inspectors, its affiliates, or third parties depending on the service plan purchased. Any stated discount is off of the standard non discounted rate.

C. Software/Firmware Updates

Manufacturers may provide software and/or firmware updates to add new features or functionality to their products for a fee. You may be entitled to a free update, or reduced fee for such an update, depending on the active Service Plan purchased. Updates may be available for purchase without a plan at market price.

Some updates may require site visits or having equipment shipped to Sound Inspectors.

The issuance of updates, and the models covered, is at the discretion of the manufacturer and Sound Inspectors does not guarantee that updates will be provided or that they will be compatible with your product.

D. Extension of Manufacturer’s Warranty

An extension of the original factory warranty may be available and is provided by the manufacturer directly. All warranty extensions are nonrefundable and subject to availability from the manufacturer.

Sound Inspectors may provide service or parts under this warranty at the direction of the manufacturer, but Sound Inspectors does not issue the warranty and all claims under the warranty are directly with the manufacturer. The terms of the warranty extension will be provided by the manufacturer upon purchase.

All warranty services are subject to manufacturer’s availability, part availability, and the ability to perform such services and exclude transducers and wearable items.

E. Accidental Damage Discount

Accidental Damage Discount is a service that discounts up to 100% of the cost of any repairs for user related product damage that is not covered under the manufacturer’s warranty (e.g., accidental drops, water damage). Discount, if any, is based on the Service Plan purchased from Sound Inspectors.

To receive coverage, the complete product (and all components and accessories) must be sent back to Sound Inspectors unless otherwise instructed by Sound Inspectors. Accidental Damage Discount coverage does not provide for replacement of product license keys (physical, digital, or otherwise) for licensed products. Sound Inspectors may repair or replace the damaged item at its discretion. All replacement units or parts may be new, used, or refurbished at the option of Sound Inspectors. Customer is responsible for prepayment of all expenses not covered by the Accidental Damage Discount.

Accidental Damage Discount applies only to the covered product and does not cover related accessories even if purchase on the same invoice (e.g., microphones. accelerometers). Accidental Damage Discount is limited to $5,000 in covered discounts per covered product during the life of the plan.

Damage must have occurred during a period covered by the applicable Service Plan and the claim must be submitted to Sound Inspectors within the earlier of 90 days of the damage occurring to the covered product or the termination of the coverage period of the applicable Service Plan.

F. Product Loaner Coverage.

Product Loaner Coverage may be available to supply Customer with a similar product while the covered product is being serviced under the applicable Service Plan to allow Customer to complete any projects in progress during the repair period. Product Loaner Coverage may be subject to additional fees. Product Loaner Coverage is subject to product availability and may not be available at all times, for all products, or for all uses. Product Loaner Coverage requires execution of a standard lease agreement, compliance with payment terms, deposit, and applicable shipping. Product Loaner Coverage does not include separate product keys or licenses.

G. Lease Discounts.

Service plans may include credits or discounts on other products available for lease by Sound Inspectors. Lease of a product is not guaranteed and is subject to product availability and subject to standard lease terms.

Please Note:

Credits or discounts will be provided upon successful return of undamaged equipment.

Discounts or credits are not a substitute for damage fees or deposit fees.

Unpaid fees may result in termination of the Service Plan.

H. Shipping & Handling

A discount on shipping and handling based on the Service Plan purchased may be available. Discount varies by plan and is only for the shipping of the covered product to and from the customer’s primary address. Discount is off of domestic United States ground based shipping rates. Expedited or shipping to and from alternative addresses may be available at additional cost to Customer.

I. Data Interpretation

A discount on Data Interpretation may be available based on the Service Plan purchased. Discount varies by plan. Data Interpretation is a best-effort service to view and interpret the data the user has measured and collected. The service provides the customer with a professional opinion of their data.

Please Note:

This service is not a consulting or a service on how best to perform measurements for your particular application or situation.

Requires users to share their data and screen.

Any private or confidential data shall not be sent to Sound Inspectors.

J. Consulting Discount

Sound Inspectors regularly performs consulting in the acoustics and vibration industry. Customer may engage and utilize Sound Inspectors knowledge and expertise to assist with their project.

Customer may receive a credit or discount on regular billable rates depending on the Service Plan purchased. Any consulting engagement requires an executed Sound Inspectors consulting engagement agreement. Not all projects and work can and will be accepted and all requests are subject to Sound Inspectors acceptance, which may be withheld for any reason. This is a supplemental service provided, potentially at a discount, and may not be used to subcontract a project.

Please Note:

Discounts only apply to “active” hourly rates, are subject to the standard terms-of-service, and exclude travel related or other expenses.

Additional fees for instrumentation may apply.

K. Calibration

Calibration service provides instruments with regular inspection and certification. Purchased instruments sent to us will go through an inspection and a certification process to ensure they are compliant to any applicable standards. Estimates will be provided to the customer for any identified damages and repairs. A discount on the cost of calibration and for repairs may be available depending on the Service Plan purchased.

L. Product Refresh Discount

The Product Refresh Discount may provide a credit or discount off Customer’s purchase of new instrument after the service term expires. Upon expiration of the Service Plan term, Customer may receive a credit or discount toward the purchase of a similar type and configured instrument sold by Sound Inspectors. The Product Refresh Discount requires purchase of a new equivalent or higher Service Plan with the new instrument purchase. The Product Refresh Discount program requires complete and timely payments for the entire term of the Service Plan (continuous and complete payments for the life of the service term), an active account, and that the Customer’s account is in good standing.

3. Fees.

Service Plan fees are billed annually on a calendar year basis and are nonrefundable. Purchases in the first year shall be prorated from the beginning of the month that the Service Plan is purchased in. Purchases occurring in October, November, and December will be billed for the remainder of the year purchased and the following calendar year. Service Plan fees are due prior to coverage under the Service Plan. Annual Service Plan Fees are due by the 1st of the year. Failure to pay Service Plan fees by the due date may result in lapsed or lost coverage.

Customer is responsible for any shipping and other charges unless otherwise specified or included in the selected Service Plan. Customer is responsible for all risk of loss to Customer products during shipping to and from Sound Inspectors.

4. Term.

Sound Inspectors reserves the sole right to modify or terminate any portions of the Service Plans at any time and for any reason. At our discretion, we may provide all, partial, prorated, or no refund of the current support year. No refunds will be offered for payments made for previous support periods.
5. Termination for Cause by Sound Inspectors.
Sound Inspectors may terminate this Agreement immediately, upon written notice:
(i) if Customer breaches any provision of this Agreement and fails to cure such breach within thirty (30) calendar days after receipt of written notice describing such breach;
(ii) upon the institution by or against Customer of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of Customer’s debts, which proceedings are not stayed or dismissed within sixty (60) calendar days after institution;
(iii) upon Customer making an assignment for the benefit of creditors; or
(iv) upon the other Customer’s dissolution or ceasing to conduct business.

6. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (I) SOUND INSPECTORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING FROM OR CAUSED, DIRECTLY OR INDIRECTLY, BY THE USE OF CLIENT’S PRODUCTS OR BY THE PERFORMANCE OR FAILURE OF THE CLIENT’S PRODUCTS TO PERFORM, OR BY ANY OTHER ACT OR OMISSION, OR BY ANY OTHER CAUSE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR BY SOUND INSPECTORS’ BREACH OF THIS AGREEMENT, OR OF ANY REMEDY OF CLIENT FAILING OF ITS ESSENTIAL PURPOSE; AND (II) IN NO EVENT SHALL SOUND INSPECTORS’ AGGREGATE LIABILITY TO CLIENT FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE LESSOR OF THE VALUE OF THE AMOUNT PAID FOR SERVICES UNDER THIS AGREEMENT IN THE IMMEDIATELY PRECEDING SIX (6) MONTHS OR $500.

7. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without resort to its conflict of laws principles. The Parties agree to venue and jurisdiction in the state or federal courts for Dakota County, Minnesota and hereby waive any right to contest venue or jurisdiction in such courts.

8. Force Majeure.

Always subject to the applicable law, neither Party shall be liable in damages for failure to comply with its obligations to the extent that its performance is prevented by causes beyond its reasonable control including acts of God or of the public enemy, acts of any governmental authority, fires, war, riots, terrorist acts, unavailability or shortages of electricity or other utilities, floods, unusually severe weather, epidemics, pandemics, quarantine restrictions, strikes, labor disputes or shortages of labor, freight embargoes, or inability to secure necessary parts and materials.

9. Entire Agreement.

This Agreement (including any Exhibits attached hereto, each of which are incorporated by reference into this Agreement) constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other prior and/or contemporaneous agreements and understandings both written and oral between the Parties with respect to such subject matter. There are no oral agreements, arrangements, representations or understandings between the Parties hereto.

10. Assignment.

Customer shall not assign or transfer this Agreement or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of Sound Inspectors, which may be withheld or delayed in Sound Inspectors’ absolute discretion. Sound Inspectors, with or without notice, may assign this entire Agreement, including all of its rights and obligations under this Agreement without the consent of Customer.

Any unauthorized assignment or transfer shall be null and void. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted assigns.

11. Severability.

If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and to such end the provisions of this Agreement are agreed to be severable. In such event, the affected provision shall be amended to achieve as nearly as possible the same economic effect as the original provision.

12. Amendments or Modifications.

This Agreement may be amended or modified at any time by Sound Inspectors.

13. Waiver.

Any waiver of compliance with any obligation, covenant, agreement, provision or condition of this Agreement or consent pursuant to this Agreement shall not be effective unless evidenced by an instrument in writing executed by the Party to be charged. Any waiver of compliance with any such obligation, covenant, agreement, provision or condition of this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other non-compliance.

14. Relationship.

Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Parties. Neither Party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other Party, and the relationship of the Parties is, and at all times shall continue to be, that of independent contractors.

15. Attorneys’ Fees.

If any action at law or in equity, including an action for declaratory relief or injunctive relief, is brought to enforce or interpret the provisions of this Agreement, Sound Inspectors shall be entitled to recover its court costs and reasonable attorneys’ fees from Customer, in addition to any other relief to which Sound Inspectors may be entitled.