Legal
These Terms of Service (ToS) apply to all clients or entities to which IDEOLITY provides services. These Terms may be amended from time to time; any change other than modifications that are inconsequential to meaning will be published in a form accessible to clients, clearly stating the change, the reason for the change, and the effective date.
Last reviewed 2026. The version referenced in your signed Managed Service Agreement (MSA) controls in the event of any conflict with this page.
The local area network and all devices attached to it. Devices typically include routers, firewalls, switches, wireless access points, servers, desktop PCs, laptops, printers, scanners, smartphones, sensors, and other devices.
A data connection provisioned by a third-party Internet Service Provider that joins the local area network to the global Internet. Client agrees to seek counsel at least 10 business days in advance from IDEOLITY when contemplating an Internet Connection change, and to coordinate with IDEOLITY on the schedule for the service cutover.
The set of essential infrastructure services that affect all users or groups of users, such as routers, firewalls, servers, databases and database servers, network switches, wireless access points, and more.
Technical support and problem resolution provided to individual users or individual desktop PCs, printers, smartphones, and peripheral equipment with which users directly interact under normal circumstances.
User support provided via email, telephone, or remote access in the use and operation of the features of the desktop operating system (such as Microsoft Windows) and office productivity software (such as Microsoft Office).
An active attempt by IDEOLITY personnel to resolve a problem condition that affects Client.
A problem caused by either a power failure, a telephone service failure, or an Internet service failure at the Client's business location.
That a specific device is completely out of service and not available to any user.
IDEOLITY's proprietary I.T. monitoring and management system. This system depends on (a) an "always on" broadband Internet Connection and (b) use of Client's systems to install and operate various types of software agents.
Client agrees to allow IDEOLITY to install monitoring software on Client's devices and to remotely or physically access devices in order to perform its duties according to this Agreement. Such duties may include remote access to individual devices with or without the user's awareness, software installation, configuration, and other Information Technology support activities.
Both Client and IDEOLITY understand that during the term of the MSA, either party may develop, modify, and otherwise have access to and become familiar with various trade secrets and confidential proprietary information of the other party, including the other party's data, databases, business processes, clients, and work requirements.
Both parties agree that neither they nor their employees, subcontractors, and agents shall disclose any of the other party's confidential information or trade secrets directly or indirectly, nor use them in any way, either during the term of the engagement or at any time thereafter, except as required in the course of the Agreement and to perform services under this Agreement.
IDEOLITY agrees that all Client applications, including the source code and object code versions thereof, are confidential, proprietary information of Client, and that IDEOLITY will not use or disclose Client applications or any portion thereof to anyone for any purpose except as authorized by Client.
Information that is not protected as confidential includes: (i) all information already present in the public domain, (ii) all information independently developed by either party, (iii) information necessary for Client to cooperate or collaborate with other Client business associates, and (iv) all information received by either party from a third party not under an obligation of confidentiality.
IDEOLITY agrees that services will be performed under this Agreement only by employees and subcontractors of IDEOLITY who have executed a confidentiality agreement. This provision for confidentiality shall survive the expiration of the term of the Managed Service Agreement, and shall survive should the Agreement be terminated, for a period of twelve (12) months.
In the event of a breach of any provision of this section, the non-breaching party shall be entitled to immediately terminate the Managed Service Agreement. The parties also agree that upon notice of any such breach, the breaching party will take all actions reasonably requested by the non-breaching party in order to mitigate the damage of such breach and to avoid further breaches.
It is acknowledged that a breach may result in harm to the non-breaching party and may be enforced by the injured party by obtaining injunctive or specific relief from a court of competent jurisdiction, and no bond or other security in excess of $1,000 shall be required in connection therewith.
Client agrees that IDEOLITY, and the technicians authorized by IDEOLITY, work with Client's Information Technology resources on a "best efforts" basis and shall not be held liable for loss of data, loss of productivity, or any other loss, tangible or intangible, as a result of actions taken with the intent to resolve problems or provide support.
It is recognized by both parties that the services rendered herein will provide Client with a stable Information Technology environment; however, unexpected events can and will occur at unpredictable times.
Hardware component breakdowns and failures may occur. Employees of Client and other vendors, though well-intentioned, may cause a variety of problems. Intrusions or software from internal or external sources may cause systems to perform poorly or fail. Upgrades, patches, or new software may cause services or processes to perform poorly or fail.
If a performance issue or hardware or software failure should occur that is the result of circumstances beyond IDEOLITY's influence or control, IDEOLITY will address and bill the issue according to the terms and conditions of the governing Agreement.
The business relationship between IDEOLITY and Client, and the Information Technology services rendered by IDEOLITY to the Client, is considered to be ongoing, as governed either by an oral or a written Agreement, and may be terminated for any reason by either party given no less than 60 days advance written notice.
Services furnished under this Agreement are provided "as is" and, unless otherwise expressly stated in this instrument, without representations or warranties of any kind, either express or implied. To the fullest extent permitted by law, IDEOLITY disclaims all warranties, express, implied, or statutory, including but not limited to implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose.
IDEOLITY does not warrant that use of software or products furnished by IDEOLITY will be uninterrupted, error-free, or secure, that defects will be corrected, or that products or the server(s) to which access is provided are free of viruses or other harmful components.
In no event shall IDEOLITY be liable to the Client or any other party for any special, exemplary, incidental, or consequential damages, including but not limited to lost profits, whether arising out of contract, tort, strict liability, or otherwise.
No action, regardless of form (including in contract, tort, or otherwise), arising in connection with the performance of this Agreement may be brought by either party more than one (1) year after the date of the occurrence on which the action is based.
The parties hereto expressly assume an obligation to act in good faith toward one another in the performance of their obligations under this Agreement.
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