Contract/Agreement Terms & Conditions

Installation Sales & Service Agreement

Customer is bound by the terms and conditions of this agreement and any applicable software license agreement. Agreement prepared by MICHAEL CARUSO LLC. Wherever the words "MICHAEL CARUSO LLC" and "Customer" appear hereafter they shall refer to the respective parties named on the last page of this agreement and signatory hereto.

·   In accordance with MICHAEL CARUSO LLC's understanding of the requirements of the project from information which the Low Voltage Contractor received from the Customer, or its agent, and if written plans and specifications are furnished by the Customer, MICHAEL CARUSO LLC's interpretation of them, such written plans and specifications being hereby incorporated by reference in this proposal. MICHAEL CARUSO LLC assumes no responsibility as to the accuracy or suitability of such plans and specifications. It is further understood and agreed that this proposal and contract does not include any labor or materials not specifically mentioned herein. Unless otherwise provided in the plans and specifications, MICHAEL CARUSO LLC shall have the right to select all materials. When specified materials are unavailable, MICHAEL CARUSO LLC shall have the right to substitute for such specified materials other materials of equal or better value. On remodeling or relocation jobs, MICHAEL CARUSO LLC shall have the right to use any existing materials if suitable and to keep any materials that have been replaced by new materials.

·   MICHAEL CARUSO LLC shall not be required to proceed with the installation of any work if the payments applying on the same have not been made as specified in the contract. In the event suit is filed by MICHAEL CARUSO LLC to collect any monies due him hereunder and or to enforce any other provisions of the contract, the Customer shall agree to pay all costs and all reasonable attorney fees incurred together with interest on all of the unpaid balance at the highest legally permissible rate in the state in which the project is located.

·   Changes and additional work ordered by the Customer shall constitute additions to this contract and the amount to be paid for the same shall be determined by the Customer and MICHAEL CARUSO LLC at the time said work is ordered. If for any reason the parties should fail to agree upon the amount to be paid, then the Customer shall pay a reasonable price therefore computed on a Time and Materials basis. If the change requested by the Customer shall reduce the amount of labor or material, or both, that MICHAEL CARUSO LLC shall furnish for the project, then the Customer and MICHAEL CARUSO LLC shall agree at the time that the change is requested on the amount of the credit that shall be given by MICHAEL CARUSO LLC to the Customer, and, if they do not agree upon the amount of the credit, then the reasonable value of the deducted labor and of unused materials less restocking charges shall be credited to the Customer. MICHAEL CARUSO LLC shall receive written orders for all additional work or changes signed by an authorized person before proceeding with such additions or changes. However, if such written orders are not received, this shall not affect the right of MICHAEL CARUSO LLC to receive payment as above for said labor and materials furnished. Payments for additions or changes shall be under the same terms and conditions in Paragraph 2.

·    All prices quoted herein are firm upon acceptance of this proposal and are subject to correction prior to acceptance. All

proposals are conditioned upon acceptance within the time limit specified on the first page.

·   Where this proposal covers the connection of machinery and equipment, it is based upon one point wiring attachment to each machine, unless plans and specifications clearly set forth in detail any different wiring which is to be installed on such equipment or machine, or where specifically set forth and included in this proposal.

·   It is a condition of this proposal that all materials or devices which are supplied by MICHAEL CARUSO LLC for installation will be of types that are approved for the purpose under the applicable electric code. It is further stipulated that the Customer will assume the same responsibility for any materials or equipment not furnished by MICHAEL CARUSO LLC, including the adequacy and approval of all existing services, feeders, panels, control devices or other facilities which are to be utilized in this installation, the Customer shall pay MICHAEL CARUSO LLC for all expenses in preparing such plans or other data on an engineering fee basis.

·   This proposal, including any plans, specifications, drawings, or engineering data, are furnished by MICHAEL CARUSO LLC to the Customer in trust for determining the scope of work to be performed and shall remain the property of MICHAEL CARUSO LLC. They shall be immediately returned to MICHAEL CARUSO LLC in the event that MICHAEL CARUSO LLC is not awarded the contract to perform such work. If plans, specifications, or other such data are used for the purpose of obtaining other bids or in connection with the installation, the Customer shall pay MICHAEL CARUSO LLC for all expense in preparing such plans or other data on an engineering fee basis.

·   Any bonds required by the Customer shall be furnished by MICHAEL CARUSO LLC and the cost thereof added to the price of this proposal, unless otherwise provided in this proposal.

·   It is hereby stipulated that MICHAEL CARUSO LLC shall not be held responsible or liable for any loss, damage or delay caused by fire, strikes, accident or any other cause beyond his control. MICHAEL CARUSO LLC's liability is expressly limited to the cost of replacing any defective Low Voltage workmanship or materials furnished by him and shall not extend to any consequential damages of the Customers or others. Any claim hereunder must be made within three months of the date of installation.

·      Unless otherwise provided for herein, the amount of any present or future sales or other tax, Federal, State or City, which MICHAEL CARUSO LLC now or hereafter shall be required to pay, either on its own behalf or on behalf of the Customer, or otherwise, with respect to any labor or material covered by this proposal shall be added to the prices quoted herein and paid by the Customer in the same manner and with the same effects as if originally added hereto.

·     If the Customer shall enter into a sale or shall sell all or any part of the premises herein involved, the full amount remaining unpaid on this contract becomes due and payable within 48 hours after date of such sale or agreement of sale at the option of MICHAEL CARUSO LLC.  Title to any of the material sold or installed hereunder by MICHAEL CARUSO LLC shall remain in MICHAEL CARUSO LLC until all the terms hereof have been complied with, and in the event such materials are affixed to realty, it is expressly understood and agreed that they shall remain personal property subject to removal by MICHAEL CARUSO LLC. The Customer hereby waives any and all claims for damage to said realty or buildings caused by the removal of said materials or any part thereof and, if the Customer is no the owner of said realty or buildings, the owner likewise waives such claims by countersigning this contract or, in the absence of the owner's signature, the Customer accepts full liability for such claims made by the owner.

·      The price has been determined on the basis of straight time and normal work week. No overtime will be worked unless ordered by Customer or his representative. In the event overtime is worked, the overtime premium rates plus MICHAEL CARUSO LLC's regular markup for overhead and profit will be paid as an extra.

·      Upon acceptance, it is understood and agreed that this contract cannot be cancelled except by mutual consent, and then only after payment to MICHAEL CARUSO LLC for all labor, material and job costs incurred to the date of cancellation plus his overhead and profit thereon. This contract embodies the entire agreement between the parties except as otherwise stated herein and may only be revised or modified by an appropriate fully-executed written amendment hereto.

·      Authorization to proceed with the work or issuance of purchase orders by the Customer to MICHAEL CARUSO LLC accepting any or all parts of this proposal shall be subject to the foregoing conditions.

•        PRICING

(a). Prices are subject to change without notice. Prices prevailing when the Customer Purchase Order is received will apply.

(b). MICHAEL CARUSO LLC (MICHAEL CARUSO LLC) will furnish price and delivery quotations by mail, email, fax, or telephone.

(c). Quotes are valid for thirty (30) days, unless otherwise specified in the Expiration Date.

•        INVOICING AND PAYMENTS

(a). All invoices to Customers and all payments to MICHAEL CARUSO LLC shall be in United States of America (USA) currency.

(b). Invoices will be submitted on regular intervals and Payments are to be made within 14 days of receipt of the dated billing or the use of approved credit cards is required.  MICHAEL CARUSO LLC reserves the right to withhold shipping and delivery of goods until checks have cleared.

(c). A $50 (fifty dollar) fee will be charged for any check resulting in insufficient funds.

(d). Finance charges at the rate of two and one-half percent (2.5%) per month shall be added at MICHAEL CARUSO LLC’s discretion for any invoice not paid within fourteen (14) days after the due date.

(e). A three and a half percent (3.5%) non-refundable transaction fee will be applied to all credit/debit card purchases.

(f). Refunds issues prior to the start or work shall be less any shipping/handling charges, credit card fees, restocking fees and taxes (if applicable). The Buyer shall pay MICHAEL CARUSO LLC for costs incurred by the MICHAEL CARUSO LLC in connection with this Agreement up to the date of cancellation.  In such event, the Buyer shall pay an amount equal to the sum of all direct material costs (including restocking charges), all direct labor and related costs.

(g). Prices shown on invoices are subject to corrections for errors.

(h). If delivery, or any part thereof, is delayed by the customer/buyer, directly or indirectly, the date of completion by MICHAEL CARUSO LLC shall be regarded as the date of purchase and payment of the full value thereof shall be made by Company/Buyer within thirty (30) days.  The equipment so delayed shall be held at Company/Buyers cost and risk, including the cost of storage and insurance of the equipment and all parts thereon.  All payments made after thirty (30) days incur a late charge, in accordance with the maximum amount permitted by law.

•        Custom Alarm installation prices are billed at $115 per hours, with a 2-hour minimum. Arrangements must be made prior to the start of installation of the package products.

•        Hourly Rate is $115.00/Hour/Technician for Labor/Installation of Structured Cable only, with a 2-hour minimum service fee and is billed thereafter at ½ hour increments (Includes one-way travel time to service call).

•        Hourly Rate RESIDENTIAL is $95.00/Hour/Technician for Labor/Installation, with a 2-hour minimum service fee and is billed thereafter at ½ hour increments (Includes one-way travel time to service call).

•        Hourly Rate COMMERCIAL is $125.00/Hour/Technician for Labor/Installation of Equipment, with a 2-hour minimum service fee and is billed thereafter at ½ hour increments (Includes one-way travel time to service call).

•        Hourly Rate is $150.00/Hour/IT Technician for IT Support/System Configuration/Network Services, $150.00 /Hour (2-hour minimum service fee) and billed thereafter at ½ hour increments (Includes one-way travel time to service call).

•        NEST PRO, ARLO, RING installation is $125.00/SERVICE CALL (1-hour minimum service fee) and billed thereafter at $ 105.00/HR, BILLED IN ½ hour increments (Includes one-way travel time to service call).

•        Emergency, Overtime or After MICHAEL CARUSO LLC normal scheduled business hours, the Service call out is $500.00 show up charge (1 hour, includes one-way travel time to service call), then billed at $125.00 per each additional 15 minute (¼  hour)  increments.

•        No guarantees are made, either expressed or implied on All Services or Repairs provided for customer pre-owned equipment. MICHAEL CARUSO LLC will not be held liable and is not responsible for any customer pre-owned equipment failures during or after services.  Payment of Fees is not contingent upon successful service or repair of equipment.

•        SIGNATURES AND ACKNOWLEDGMENTS

•        By signing and accepting this Quote, this Acknowledges receipt by Advanced Integrated IP Solution LLC, and you agree to pay a minimum percentage of the amount shown in this quote. Customer acknowledges the minimum percent paid, is a NON-REFUNDABLE deposit toward purchase of the goods or services listed above.  Customer agrees to MICHAEL CARUSO LLC Terms & Conditions attached.

•        Payments:  A minimum payment of the contract cost is due at the signing of the agreement for work, prior to any work being done.  Product and equipment purchased shall be paid at 100% upon acceptance of the agreement.  The customer acknowledges the payment is a NON-REFUNDABLE deposit toward purchase of the goods or services.  The remaining balance shall be paid through progressive monthly billings in equal percentages on the remaining balance due, until paid in FULL.  The remaining balance due shall be made on completion of this contract if the work is completed within a period of 14 days.   For work that will continue beyond a period of 14 days or is delayed for reasons beyond the control of MICHAEL CARUSO LLC, monthly progress payments shall be paid.  Progressive monthly billings will be made for the final remaining balance due of the work, to be made in equal percentages to be paid monthly and up to completion. Payment shall be made to MICHAEL CARUSO LLC by the 10th of the month following the date of any billing.  

•        Payment is Required at signing of this quotation. The customer shall have a three (3) business day grace period in which to cancel this agreement and request the return of the deposit. Any cancellation of this agreement shall be in the form of a written notice to MICHAEL CARUSO LLC. The timing for the three (3) day cancellation begins upon receipt of this signed document.

•        No refunds will be issued with regards to INSTALLATION FEEs on Completed work.                                                                                                       

•        The buyer/customer agrees and acknowledges that minor construction work is necessary for the installation of products. The buyer/customer agrees to accept modifications made to any part of their business / property as it related to the installation of equipment, wiring, affixing, mounting, placement of cameras, and other necessary equipment.

•        Customer understands that installation requires said drilling holes, etc., into various parts of the premises and MICHAEL CARUSO LLC limits its responsibility to the patching of said holes and MICHAEL CARUSO LLC cannot be held responsible for providing paint or wall coverings to match those colors or coverings existing within the customer’s premises.

•        MICHAEL CARUSO LLC intends generally to conceal wiring in the finished areas of the premises, however, there may be areas in which due to construction, decoration, or furnishings of the premises, MICHAEL CARUSO LLC determines, in its sole discretion that it would be impractical to conceal the wiring, and, in such cases, wire will be exposed.

•        MICHAEL CARUSO LLC will not be held liable for any fines, fees, or other costs due to false alarms, directly or indirectly related to the installed equipment.

•        A 25% restocking fee will be charged for any order changes or cancellation made 3 days after signing the contract/purchase agreement, on ordered products.

•        Finance charges at the rate of two and one-half percent (2.5%) per month shall be added at MICHAEL CARUSO LLC’s discretion for any invoice not paid within fourteen (14) days of invoice date.

•        Refunds issues prior to the start of work shall be less any shipping/handling charges, credit card fees, restocking fees, materials or supplies used and applicable taxes.

•        Once work begins at the project site, the terms of the contract are final, and no refunds or exchanges will be made. In extreme circumstances MICHAEL CARUSO LLC may agree to written changes to the contract/purchase agreement after the start of work at the project site. This is at the sole discretion of MICHAEL CARUSO LLC.

•        The buyer/customer agrees and acknowledges that minor construction work is necessary for the installation of products. The buyer/customer agrees to accept modifications made to any part of their home/business/property as it related to the installation of equipment, wiring, affixing, mounting, placement of cameras, and other necessary equipment.

•        All equipment comes with a manufacture warranty.  MICHAEL CARUSO LLC does not provide additional warranty protection for these products. Any warranty issues must be addressed directly through the individual product companies. MICHAEL CARUSO LLC will provide manufacture information if requested.

•        90-day support is provided at no additional cost for the purchase/installation of a new equipment, which commences at the completion of the installation and is available during regular MICHAEL CARUSO LLC business hours.

•        The buyer/customer agrees that additional labor charges/fees may be accessed/billed for work performed in excess of quoted estimate/invoice, even after payment has been made either in full or partial, due to complications and/or unforeseen circumstances.

•        Additional fees may be required for specialized equipment rental, not limited to such equipment as aerial lifts, excavation, testing or certification equipment.

•        Customer agrees and acknowledges to MICHAEL CARUSO LLC having future accessibility to customer system to included but not limited to system configuration, firmware updates, troubleshoot, technical support, monitoring issues.

•        Customer agrees to allow MICHAEL CARUSO LLC to photograph all their work / Installation for the expressed purpose to use photographs for display on MICHAEL CARUSO LLC website, including but not limited to any postings or advertisement on social media, as examples of work.  These photographs are agreed to be the sole property of MICHAEL CARUSO LLC, and no financial consideration will be or is being given for the use of the photographs.

•        The cost projection in this quote is subject to change for any unforeseen conditions or if circumstances arise.

•        This is not a union or prevailing wage job.

•        Stenographic and clerical error and omissions in the invoice are subject to correction.

•        GRANT OF SECURITY INTEREST/REMEDIES

Company/Buyer hereby grants MICHAEL CARUSO LLC a security interest and lien in the equipment to secure each and every payment of the purchase price of the equipment.  Additionally, if requested by MICHAEL CARUSO LLC, Buyer shall assist Seller in promptly executing and recording any documents, notices, or security agreements which AIPSLLC reasonably deems necessary to perfect the security interest and to publicly record its security interest.  MICHAEL CARUSO LLC shall release its security interest upon receipt of all required payments.  MICHAEL CARUSO LLC shall cooperate with Buyer in promptly executing and recording any notices or documents, which Buyer reasonably deems necessary to publicly record such release.

In addition to any remedies set forth in these terms and conditions of Sale, MICHAEL CARUSO LLC shall be entitled to any and all remedies otherwise available to it under applicable law and not precluded by the agreement between Buyer and MICHAEL CARUSO LLC.  Remedies available to MICHAEL CARUSO LLC shall be considered cumulative.  Notwithstanding any other provision in these terms and conditions of Sale or in any other written document, if payment in full is not made by Buyer for the goods sold by MICHAEL CARUSO LLC to Buyer, then MICHAEL CARUSO LLC may repossess such goods by any lawful means in the event of a breach of default by Buyer in any of its obligations hereunder.

•        SEVERABILITY

Should it be determined by any court of competent jurisdiction that any provision of this Agreement is invalid, void, or unenforceable for any reason, such provision will be severed from this Agreement and the remaining provisions shall continue in full force and effect without being impaired or invalidated, all to the end that the manifest intention of the parties shall be effectuated.

•        WAVIER

No failure of MICHAEL CARUSO LLC to insist upon strict compliance by Buyer with the terms and conditions of the acknowledgement or to exercise any right accruing from any default of Buyer shall impair MICHAEL CARUSO LLC’s rights in case Buyer’s default continues or in case of any subsequent default by Buyer.  Waiver by MICHAEL CARUSO LLC of any breach of contract shall not be construed as a waiver of any other existing or future breach.

•        CHANGES AND CANCELLATIONS

(a). Customer has three (3) days (in writing) from the date of signing, to change or cancel any or all portions of the Equipment Agreement.

(b). Once work begins at the project site, the terms of the Equipment Agreement are final, and no refunds or exchanges will be made.

•        TECHNICAL ADVICE

All technical advice, recommendations, and services of MICHAEL CARUSO LLC are intended for use by persons having the required skill and is used at their own risk.  MICHAEL CARUSO LLC assumes no responsibility, and Buyer hereby waives all claims against MICHAEL CARUSO LLC, for results obtained or damages incurred from the use of the MICHAEL CARUSO LLC’s advice, recommendations, and services.

•        SITE PREPARATION

Customer/Buyer shall be responsible for preparing a site suitable for the installation and operation of the equipment.  Customer/Buyer shall at its expense provide all necessary electrical wiring, network connections, power supply to facilitate proper functionality of the equipment.  Installation charges whether MICHAEL CARUSO LLC or third parties are not included in the price of the equipment and shall be the sole responsibility of the Buyer. 

MICHAEL CARUSO LLC shall be responsible to install the equipment only when Customer/Buyer has properly prepared the site at Customer/Buyers sole expense.  Customer/Buyer shall be responsible for having the site fully ready to receive the equipment on the delivery date.

•        LEGAL COMPLIANCE

MICHAEL CARUSO LLC warrants that in the performance of this contract it shall endeavor to comply with all applicable Federal laws and rules and regulations including the Fair Labor Standards Act of 1938, as amended, and Occupational Safety and Health Act of 1970 and the standards and regulations issued thereunder.

•        LIMITATION OF LIABILITY

To the extent allowed for by law and excluding fraud, intentional misconduct or gross negligence, on all claims of any kind, whether based on contract, indemnity, warranty, tort, strict liability or otherwise, for all losses or damages arising out of, connect with, or resulting from this agreement, or the Terms and Conditions hereof, or from the performance or breach thereof, neither party will be liable to the other for a) direct damages in excess of 0% of the value of this agreement OR b) any indirect, incidental, special, exemplary or consequential damages, losses, costs or expenses of any kind, however caused, on any theory of liability and whether based in contract or tort, including loss profits or revenues, loss of goodwill, loss of data or use of the equipment or other property.

•        INSURANCE

·   MICHAEL CARUSO LLC, shall maintain $1 Million in General Liability insurance to cover personal and property injuries that may arise in connection with performance of this Agreement and certificates will be delivered upon request. Fire and Extended Coverage Insurance will be provided by the Customer covering the premises, all improvements at the jobsite, and all materials and equipment installed thereon. Such insurance will cover the interest of MICHAEL CARUSO LLC.  If Customer is tenant of the premises the Customer shall indemnify and hold MICHAEL CARUSO LLC free and harmless from any claims of the owner, or third parties, arising by any reason of Low Voltage work done as directed by the Customer and from any claims arising from the taking of possession of replaced materials in accordance with Paragraph 1.

·   Any bonds required by the Customer shall be furnished by MICHAEL CARUSO LLC and the cost thereof added to the price of this proposal, unless otherwise provided in this proposal. 

•        WARRANTY

(a). The warranty on equipment and components not manufactured by MICHAEL CARUSO LLC is limited to the warranty provided by the original manufacturer of said equipment or components to the extent, and only to the extent, that such original manufacturer actually honors such warranty.

All warranties hereunder and expressly limited to the repair and replacement of defective items as set forth herein, and in no EVENT, shall AIIPS be liable for special, INCIDENTAL, or consequential damages by reason of any breach of warranty or defect in material or workmanship. AIIPS shall not be responsible for repair or replacement of items which have been subject to neglect, ACCIDENT, or improper use, or which have been altered by other than authorized AIIPS personnel.

•        SOFTWARE: Equipment sold includes the appropriately licensed software normally provided therewith by the Manufacturer. Software shall remain the property of the licensor. The terms and conditions of any software license agreement covering the software are incorporated herein by reference and supersede anything to the contrary herein, and Customer agrees to be bound by such terms and conditions, particularly those limiting the use and transfer of the software. Except as otherwise permitted therein, Customer shall use the software only with the Equipment and shall not copy, remove, sublicense, rent, transfer, assign, sell, alter, modify, or encumber the software without licensor’s prior written consent. Software is warranted only to the extent provided for directly by the licensor. MICHAEL CARUSO LLC makes no warranty as to the performance of any software. Customer shall be fully responsible for, and shall indemnify, hold harmless, and, if so requested by MICHAEL CARUSO LLC, defend MICHAEL CARUSO LLC from and against, all matters whatsoever arising out of or in connection with or relating to vendor-supplied software, including, without limitation, the ownership, copyrights, licensing, licensing terms, licensed quantities, warranties, functionality, fitness for use, operation, installation, and de-installation thereof.

•        OBJECTIONS TO AGREEMENT

If Customer objects to any terms and conditions in this Agreement, Customer shall notify MICHAEL CARUSO LLC in writing of Customer’s specific objections within twenty-four (24) hours after receipt of this Agreement. Any such objections shall not be binding upon MICHAEL CARUSO LLC unless received by MICHAEL CARUSO LLC within such period and MICHAEL CARUSO LLC agrees in writing to such amendments to the Agreement. The parties understand and agree that MICHAEL CARUSO LLC has the right to reject Customer’s objections to this Agreement and/or the Equipment, and MICHAEL CARUSO LLC, at its election may terminate this Agreement. If such termination occurs, Customer shall immediately return the Equipment in good operation condition by prepared insured shipment to the specified MICHAEL CARUSO LLC location and shall pay any amounts due there to MICHAEL CARUSO LLC.

•        INDEMNIFICATION OF MICHAEL CARUSO LLC:

Customer shall indemnify, hold harmless, and if so, requested by MICHAEL CARUSO LLC, defend MICHAEL CARUSO LLC against all claims directly or indirectly arising out of or in connection with the Equipment, its use or this Agreement. Claims refer to all losses, liabilities, damages, penalties, expenses (including legal fees and costs), claims, action, and suits, whether in contract or tort, whether caused by MICHAEL CARUSO LLC negligence or otherwise, and includes, but is not limited to, matter regarding:

(a). The selection, manufacture, purchase, acceptance, rejection, ownership, deliver, lease, possession, maintenance, use, condition, return or operation of the Equipment.

(b). Any latent defects or other defects in any Equipment or software, whether or not discoverable by MICHAEL CARUSO LLC or by Customer.

(c). Any patent, trademark, or copyright infringement; and

(d). The condition of any Equipment arising or existing during Customer’s use.

•        WAIVER OF JURY TRIAL: Customer and MICHAEL CARUSO LLC hereby waive the right to a trial by jury in any court and in any action or proceeding as to all matters and things arising out of or relating, directly or indirectly, to this agreement and the relations between the parties hereunder.

•        FORCE MAJEURE

(a). Neither Buyer nor MICHAEL CARUSO LLC shall be liable for damages, including liquidated damages, if any, for delays in delivery or failure to perform, except for payment of the purchase price, due to causes beyond the control and without the fault or negligence of the party claiming Force Majeure. Such causes include but are not limited to, acts of God, acts of war or terrorism, acts of the Federal, State, or local government, fires, floods, epidemics, quarantine restrictions, strikes, disturbances, or embargoes.

•        TAXES: No offsets: Customer agrees to pay all charges, fees, impositions, and taxes, including but not limited to sale, use, personal property, withholding, and value added taxes imposed by any taxing authority on the Equipment or its purchase, ownership, or use hereunder. All customer payments payable hereunder shall be paid without any deduction, offset or reduction.

•        ASSIGNMENT

MICHAEL CARUSO LLC may subcontract or assign any or all of its obligations under this Agreement in its discretion.  It is understood, however, that MICHAEL CARUSO LLC remains responsible for compliance with its obligations under this Agreement.

•        OTHER PROVISIONS:

(a). Jurisdiction and venue: This agreement shall be governed by and construed in accordance with the laws of the State of OHIO, without regard to conflicts of laws.  The parties understand and agree that the place of this agreement, including the place of its formation and its performance is the Count of Licking, State of Ohio, and shall be enforced according to the laws for the State of Ohio.  Any action in regard hereto or arising out of the terms and conditions hereof shall be instituted and litigated in the Courts of the County of Licking, State of Ohio and in no other.  In accordance herewith, the parties hereto submit to the jurisdiction and venue of the Courts of the County of Licking, State of Ohio.  The non-prevailing party must pay the court costs and reasonable attorney’s fees of the prevailing party.

(b). Standing: Customer represents and warrants that, unless it is an individual, Custody is duly organized, validly existing and in good stating, and that Customer has the power and authority to enter into this Agreement.

(c). Authorization to obtain information: Customer hereby authorizes MICHAEL CARUSO LLC to obtain credit bureau reports and make such other credit inquires as MICHAEL CARUSO LLC deems necessary. Customer shall provide MICHAEL CARUSO LLC with such corporate resolutions, opinions of v counsel, financial statements, executed software sublicense agreements, and other documents (including UCC Financing Statements and other document for filing and recording) as MICHAEL CARUSO LLC shall request from time to time.

(d). Joint and Several Liability: If more than one Customer is named in this Agreement, the liability of each shall be joined and several.

(e). Commercial purpose: Customer represents and warrants that Equipment is being purchased hereunder, as applicable, for business or commercial purposes and not for personal, family or household purposes.

     21. ENFORCEABILITY:

 If any provision of this Agreement is held to be invalid or unenforceable in the jurisdiction in which this Agreement is being performed, then the meaning of such provision shall be construed as to render it enforceable, to the extent feasible; and if no feasible interpretation would reform such provision, it shall be severed from this Agreement, and the remainder shall remain in full force and effect. However, if such provision is an essential element of this Agreement, MICHAEL CARUSO LLC and Customer shall promptly negotiate a replacement thereof. If MICHAEL CARUSO LLC and Customer are unable to agree upon a replacement term within thirty (30) days of a legal interpretation that such term is invalid or unenforceable, either MICHAEL CARUSO LLC or Customer may terminate this Agreement upon ten (10) days prior written notice in which case Customer shall return the Equipment and pay all amounts as provided herein.

      22. ENTIRE AGREEMENT:

With the exception of such terms outlined in the Sales Contract, the terms hereof set forth the entire agreement between MICHAEL CARUSO LLC and Customer with respect to equipment and shall not be amended except in writing and signed by both parties.