SERVICE AGREEMENT
Agreement date: ("Effective Date"):
sábado, 5 de abril de 2025
THIS SERVICE AGREEMENT (this “AGREEMENT”) is entered into on or as of 05-02-2023 (the “Effective Date”) by and between HIVISION LED USA LLC., having offices located at 801 NEYLA DR., EL PASO, TEXAS 79932, United States (“SELLER”), and
Hoya lopez
Thortas buenas
6745 Co Rd 742, Almont, CO 81210, USA
9154326789
("CUSTOMER")
The parties hereto hereby agree that the complete agreement between such parties with respect the Services contemplated by this AGREEMENT shall consist of this AGREEMENT, the General Terms and Conditions set forth on Schedule A attached hereto and incorporated herein by reference (the “General Terms and Conditions”) and the Service Levels set forth on Schedule B attached hereto and incorporated herein by reference (the “Service Levels”). Capitalized terms used in this AGREEMENT and defined in the General Terms and Conditions shall have the meanings assigned in the General Terms and Conditions.
​
Recitals
SELLER is a system integrator, digital content creator and digital signage software solutions provider company.
CUSTOMER requires the Services (as defined below) of SELLER. SELLER has agreed to provide CUSTOMER the Services (as defined below), pursuant to the terms and conditions of this AGREEMENT.
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements herein contained, the parties hereto agree as follows:
Scope of Work: SELLER shall provide the following services, performed on the following devices and products as set forth below (collectively, the “Services”) in accordance with the timeline, if any, set forth in this AGREEMENT:
Services Provided:
Content Production service - Design and production of still image, or video content with or without synchronization, with 2-D motion graphics, animations of CUSTOMER'S brands and products, including any content related to the CUSTOMER’s or their designated CUSTOMER’s products and services. Any other content design changes will have to be discussed and agreed to by both parties before performing them;
Content Management, Monitoring - Remote content management and scheduling of all screens and media player devices belonging to the CUSTOMER and connected to and/or registered in HIVISION LED USAs software platform and operated on behalf of or by the CUSTOMER regardless of their physical location; monitoring of all content approved and/or provided by the CUSTOMER, according to the CUSTOMER’s scheduling and frequency change needs and specifications, for the duration of this agreement; and
Unlimited no-cost telephone support, and email support.
​
Additional Services and Projects.
Any services beyond the scope of the Services shall be provided by SELLER upon written agreement between SELLER and CUSTOMER. Any additional support visits will be billed separately according to the rate described.
CUSTOMER may occasionally require additional or amended services outside of the terms of this AGREEMENT (collectively, “Additional Projects”). SELLER will provide a detailed scope of work and labor quote for any Additional Project required by CUSTOMER. CUSTOMER will be required to execute a change order for any Additional Project before any work for such Project is performed and understands that a separate invoice(s) will be generated for such work. Examples of Additional Projects include: Software development, programming, debugging, or customization except as expressly specified in this AGREEMENT; Cost to bring CUSTOMER’s environment up to minimum standards required by SELLER; Training and coaching; and Planning, project management, research, and advisory consulting services.
USE OF COPYRIGHTED MATERIAL. The CUSTOMER hereby releases the SELLER of any liability or copyright infringement claims regarding any of the content used in the CUSTOMER’S displays (screens). The CUSTOMER assumes all responsibility and releases the SELLER from any liability for the use of any images, video or sound containing copyright and the CUSTOMER must either own the copyright of such material, or have express permission from the copyright owner to use it in the content.
​
WARRANTY AND SUPPORT. The electrical components in the equipment rack needed for the operation of the screens shall be covered for repair and or replacement under the following terms:
Devices / Products Covered: Power strips and surge protectors, Ethernet cables, Micro SD cards, USB-AC power adapters, Power extension cords (if originally supplied by HIVISION LED) – Will be replaced at no charge if originally installed by HIVISION LED. If any of these devices was ever installed, tampered with or modified by the CUSTOMER, an unauthorized vendor or third party, there will be a replacement cost charge at MSRP of the item(s) replaced.
Devices / Products NOT Covered: These products include, but are not limited to: Televisions or digital displays, commercial monitors, Media players, Ethernet network switches, Cellular modems or routers, and HDMI cables. Any devices that need to be replaced will abide by the original manufacturer warranty policy. Devices not covered by the manufacturer’s original warranty or if any of these devices was ever installed or supplied by the CUSTOMER, an unauthorized vendor or third party, there will be a replacement cost charge at MSRP of the item(s) replaced.
Failure handling and Support: HIVISION LED will provide a contact email address or phone number for the CUSTOMER to report failures. In the event of equipment failure, HIVISION LED will every attempt to diagnose, troubleshoot and repair the problem remotely via telephone or some other electronic means, and may contact the CUSTOMER or CUSTOMER’s representative to aid in the troubleshooting and/or repair. There will be no charge for email and/or telephone support. If it is determined that a physical visit is required to repair the equipment, HIVISION LED will schedule a service visit to the CUSTOMERs location within 5 business days. The service visits will be billed to the CUSTOMER at the Field Service Visit rate of $250 (Two hundred fifty) USD per visit. HIVISION LED or a HIVISION LED-authorized service partner will diagnose the problem and attempt to repair it on site. If upon diagnosis it is determined that equipment needs to be replaced, it will abide by the Devices Covered/Not-Covered policy described in WARRANTY AND SUPPORT. HIVISION LED will describe the issue to the CUSTOMER and advise and recommend any repairs or replacement of the components along with providing an estimate of the cost of the repairs, including equipment and installation charges.
​
Service Hours: Telephone support will be available 9AM-6PM MST, Monday thru Saturday. Messages left after hours will be returned within 24 hours. On Site CUSTOMER support is available 9AM-5PM Monday through Friday. After hours service/weekend available upon request subject to availability, and carries an additional charge of $75 (seventy five) USD per visit.
CUSTOMER Obligations: On any and all Service visits, CUSTOMER shall be responsible for the following:
CUSTOMER may be required to conduct preliminary diagnostic steps or provide additional information related to a support request, prior to a technician being dispatched to CUSTOMER’s facility or the place where the equipment is located; and provide adequate access to the facility.
Products and parts are not covered by this AGREEMENT in the case of damage from flooding, lighting, fire, theft, vandalism, acts of God, or such other matters beyond the control of SELLER.
Excluded Services. CUSTOMER understands and agrees that services required to recover from failures and/or incidents caused by any of the following circumstances are not considered normal maintenance, and, therefore, are not part of the Services and are not covered under this AGREEMENT:
Service and repair made necessary due to accidents or acts of God, damage from fire, water, wind, earthquakes, lightning, terrorism, transporting equipment, vandalism, or burglary;
Service and repair made necessary by the alteration or modification of equipment other than that authorized by SELLER;
Service and repair of damage or problems caused by neglect, malicious activity, or misuse including, without limitation, use of the system(s) for purposes other than which it was designed, by the CUSTOMER, its employees, or third-party contractors;
Service or repair due to electrical damage caused by electrical wiring at system location or resulting from electrical surges, sags, or spikes;
Service and repair made necessary by bugs released by software vendors, e.g. adverse effects from installing updates or service packs and
If in the reasonable opinion of SELLER, as supported by its experience, any particular user’s requests exceed a normal and reasonable frequency, SELLER may advise the CUSTOMER that the user’s requests are excluded until such time as the user has received additional training.
Excluded Third Party Costs. CUSTOMER understands and agrees that the following third-party costs are not covered by the Fees set forth in this AGREEMENT and shall be charged by SELLER to CUSTOMER, separate and in addition to the Fees for the Services: Labor, parts, hardware and software not covered by warranties;
Software licenses, subscription or upgrade fees; Manufacturer or vendor support fees, whether by annual contract or per incident; Shipping costs; and Any work by a building and/or electrical contractor that needs to be performed to realize the installation.
Pricing and Payment: In consideration for the Services contemplated by this AGREEMENT, CUSTOMER shall pay SELLER as follows:
​
Fees (the “Fees”)
​
("SELECTED PLAN"):
HIVISION LED Content Management Service - BLUE PLAN - $59.99 per screen per month - 24 month agreement.
Fees are subject to change by SELLER at any time after 12 months from the Effective Date on any new or additional screens put into service; SELLER will notify CUSTOMER of any changes to Fees in writing at least 30 days prior.
Payment Terms: Visa, MasterCard, American Express, Wire or ACH. There is a 3% upcharge if paying by CreditCard. All charges will be invoiced on a monthly basis and are due in the first 5 days of every month. This agreement will continue to accrue charges for the entire length of the agreement of the following year on the anniversary date of agreement unless the CUSTOMER cancels services within 30 days of said renewal date.
Reimbursement of Expenses: CUSTOMER will reimburse HIVISION LED for any shipping expenses related to replacement of warrantied parts on their existing systems. CUSTOMER will reimburse HIVISION LED USA LLC at .65 cents per mile for any service related issues outside the agreed metropolitan service areas.
Term and Termination
Timeline: Except as otherwise set forth herein, this AGREEMENT and the Services contemplated by this AGREEMENT shall commence as of the Effective Date, and monthly charges will begin to accrue starting from the date when the screen was put in service and continue for Initial Term and each Renewal term, for each device where the service is rendered.
Term: The term of this AGREEMENT is as follows:
Initial Term: Equal to the number of months listed in ("SELECTED PLAN"), annually renewable per screen, commencing on the Date when the screen was put in service, per each screen where the service is rendered.
Renewal Term: Will renew automatically, annually on anniversary date, as applicable, unless either party hereto provides notice to the other party, at least thirty (30) days prior to the end of the applicable term, of its intent not to renew this AGREEMENT.
Termination. This AGREEMENT may only terminate pursuant to the General Terms and Conditions.
Limitation of Liability.
Company will use due care in rendering the Services pursuant to this Agreement. If, in the rendering of such Services, SELLER should commit any error that causes any actual damage, Company’s liability for such error shall be limited to Company’s cost of correcting the error, unless otherwise mutually agreed to in writing by SELLER and CUSTOMER. Any liability of SELLER for any claim of CUSTOMER for loss or damage shall be offset by any insurance available to CUSTOMER to pay any portion of the claim. Further, no insurance carrier of CUSTOMER, nor any other person or entity, shall have rights of subrogation pursuant to this Agreement, and CUSTOMER shall obtain from CUSTOMER’s insurance carriers, and shall deliver to Company, waivers of the insurance carriers’ subrogation rights under any applicable policy to the extent that such waivers do not otherwise invalidate CUSTOMER’s insurance coverages. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO CUSTOMER AND/OR ANY OTHER THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR REVENUE OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ENSUING FROM THE SERVICES AND ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IT IS THE INTENTION OF THE PARTIES THAT THERE ARE NO THIRD-PARTY BENEFICIARIES TO THIS AGREEMENT. In addition to the foregoing and notwithstanding Company’s performance of the Services described in this Agreement, except as set forth in this AGREEMENT, SELLER does not in any manner warrant the Services or the finished goods. SELLER DISCLAIMS AND EXCLUDES ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES AND THE FINISHED GOODS, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
Indemnification. Subject to Section 8 of this Agreement, each party hereto (“Indemnitor”) hereby agrees to indemnify and hold the other party hereto (“Indemnitee”) harmless from, against and in respect of the following (“Loss” or “Losses”):
any and all loss, liability or damage, fixed or contingent, foreseen or unforeseen, suffered or incurred by an Indemnitee by reason of any action, omission, untrue representation, breach of warranty or covenant, or default by an Indemnitor under this Agreement; and/or
any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, legal fees and expenses, incident to the foregoing or in enforcing this indemnity.
Contact and support Information:
Support Telephone/WhatsApp: +52-656-706-6569
Support Email: support@hivisionled.red
For sales and other inquiries: info@hivisionled.com
SCHEDULE A - GENERAL TERMS AND CONDITIONS
AGREEMENTs. This Schedule A, General Terms and Conditions (“General Terms and Conditions”), contains the general terms and conditions governing the relationship between the parties as part of any related AGREEMENT.
Term. The term of each AGREEMENT shall begin as of the Effective Date of such AGREEMENT and continue for the term specified on such AGREEMENT. The term of each AGREEMENT shall automatically extend for the Renewal Term specified on such AGREEMENT, unless such AGREEMENT is terminated by either party by written notice of termination at least thirty (30) days prior to the expiration of such term then in effect, or until otherwise terminated pursuant to the provisions of such AGREEMENT or these General Terms and Conditions.
Services. During the term of each AGREEMENT, SELLER shall provide CUSTOMER the Services described on such AGREEMENT. The Services shall be provided by SELLER in accordance with the timeline, if any, set forth on such AGREEMENT. CUSTOMER shall satisfy all of CUSTOMER’s obligations, if any, set forth on such AGREEMENT.
Except as otherwise provided on AGREEMENT, CUSTOMER shall be responsible for providing the hardware, software and materials and for providing SELLER with the information and access to CUSTOMER’s facility as are necessary for SELLER to render the Services. Except as otherwise provided on AGREEMENT, CUSTOMER shall be responsible for the application, operation, maintenance and support of its systems, hardware and software and all components thereof including, but not limited to, the implementation of appropriate procedures, training and safeguards and routine backups.
Except as otherwise provided on AGREEMENT, to the extent that SELLER or any third party manufacturer specifies any preventative maintenance with respect to the Services, CUSTOMER shall be responsible for such maintenance.
From time to time, CUSTOMER may request that SELLER provide additional or amended Services not covered by an existing AGREEMENT, and the parties hereto may, but are not required to, agree to a change order for Services either by amending an existing AGREEMENT or by entering into a new AGREEMENT. Such change order, if executed, will specify the Services to be provided by SELLER and terms for such Services, including, but not limited to, price terms.
Compensation. CUSTOMER shall compensate SELLER for the Services in accordance with the terms and payment schedule set forth on each AGREEMENT. CUSTOMER shall make payments to SELLER in accordance with such payment schedule and within thirty (30) days after receipt of an accurate invoice from SELLER showing the value of the Services completed. Such invoice shall also itemize any reimbursable expenses. CUSTOMER shall also pay any sales, use, value-added, or other tax or charge imposed by any governmental entity upon the sale, use or receipt of the Services. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by applicable law, whichever is lower.
Except as expressly set forth on AGREEMENT, SELLER shall be responsible for all expenses incurred by SELLER under such AGREEMENT. To the extent that the reimbursement of any travel-related expenses is authorized on a AGREEMENT, CUSTOMER shall reimburse SELLER for all reasonable expenses incurred by SELLER for travel, lodging and sustenance when SELLER is required to perform Services at locations other than SELLER’s offices.
Installation. To the extent that any products or materials are to be installed by SELLER, SELLER shall install such products or materials as specified on an AGREEMENT. Installation dates are estimates only. CUSTOMER shall be responsible for preparation and maintenance of the site for such installation, including, but not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity control.
Warranties. SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED REGARDING THE FUNCTIONALITY OF HARDWARE OR SOFTWARE, BUT INSTEAD RELIES ON THE WARRANTIES PROVIDED BY THE MANUFACTURER OF EACH PRODUCT. EXCEPT AS EXPRESSLY STATED IN ANY AGREEMENT OR THESE GENERAL TERMS AND CONDITIONS, SELLER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
SELLER hereby warrants that any products or materials to be installed by SELLER under any AGREEMENT shall be performed or installed by SELLER in a workmanlike manner, consistent with generally prevailing industry standards for comparable services, and in compliance with the requirements of such AGREEMENT.
Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER, ANY EMPLOYEE, AGENT OR CONTRACTOR OF CUSTOMER, OR ANY THIRD PARTY, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO ANY AGREEMENT OR THESE GENERAL TERMS AND CONDITIONS EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. SELLER’S LIABILITY TO CUSTOMER UNDER ANY AGREEMENT AND THESE GENERAL TERMS AND CONDITIONS SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SELLER PURSUANT TO SUCH AGREEMENT FOR THE SERVICES DURING THE PRECEDING TWELVE (12) MONTHS.
Termination. The parties hereto may terminate any AGREEMENT, and their respective obligations under such AGREEMENT, as follows: (1) by mutual, written consent of the parties hereto; (2) by SELLER, if CUSTOMER fails to pay to SELLER any payments under any AGREEMENT when due, as contemplated by such AGREEMENT; (3) by any party hereto upon (30) days written notice if the other party hereto materially breaches any term of any AGREEMENT or these General Terms and Conditions or otherwise fails to satisfy any promise or covenant made herein or in any AGREEMENT, and further provided that such party shall fail to cure said breach or failure within such period; (4) by SELLER, with or without cause, upon (30) days’ written notice of intent to terminate to CUSTOMER.
Effect of Termination. If this Agreement is terminated and not renewed at least thirty (30) days prior to the end of the current term, SELLER will cease to provide all previously rendered services, including but not limited to content management, supervision, monitoring, technical support, content updates, design modifications, and product/item updates. Following termination, SELLER reserves the right to display on-screen renewal reminders and/or intermittent, periodic “off-membership” messages, which may temporarily interrupt or disrupt normal digital signage content and business operations. These messages are intended to notify end users of the service status and encourage timely renewal.
Early Termination Penalty. In the event that the CUSTOMER elects to terminate this Agreement prior to the expiration of the then-current term, the CUSTOMER shall be liable for, and hereby agrees to pay, an early termination fee equal to the sum of three (3) months of the applicable monthly service fees per screen or device managed, in effect at the time of such termination. Furthermore, in instances where the CUSTOMER had selected any other plan other than the Gold Plan service plan, the CUSTOMER shall additionally be responsible for the payment of any positive difference between the initial amount paid under the selected plan and the amount that would have been payable had the CUSTOMER initially selected the Gold Plan service plan for the same term. All such amounts shall become immediately due and payable upon the effective date of termination. The foregoing early termination penalty shall not be construed as a penalty, but rather as liquidated damages intended to compensate SELLER for administrative, operational, and opportunity costs incurred as a result of early termination.
Notices. All notices, demands and communications required or permitted in connection with each AGREEMENT shall be in writing and shall be deemed effectively given in all respects upon personal delivery or, if mailed, by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier, the receipt of which is confirmed, addressed to the party hereto at the address set forth in the first paragraph of such AGREEMENT (or such other address for a party as shall hereafter be specified by like notice). Either party hereto may from time to time change its notification address by giving the other party hereto prior written notice of the new address and the effective date thereof.
Relationship of the Parties. Neither any AGREEMENT nor these General Terms and Conditions shall create, nor shall be represented by either party hereto to create, a partnership, joint venture, employer- employee, master-servant, principal-agent, or other relationship whatsoever between the parties hereto.
Successors and Assigns. Each AGREEMENT shall benefit and be binding upon the parties hereto and their respective successors and assigns.
Force Majeure. Neither party hereto shall be deemed in default of any AGREEMENT or these General Terms and Conditions to the extent that performance of its obligations (other than an obligation of payment) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, civil disturbance, terrorism, acts or omissions of suppliers and other third parties, act of government, strikes, unavailability of material, facilities, telecommunications services or supplies or any other cause beyond the reasonable control of such party (each, a “Force Majeure Event”).
Modification or Waiver. The parties hereto may, by mutual agreement, amend any provision of any AGREEMENT or these General Terms and Conditions, and any party hereto may grant consent or waive any right to which it is entitled under any AGREEMENT or these General Terms and Conditions or any condition to its obligations under any AGREEMENT or these General Terms and Conditions, provided that each such amendment, consent or waiver shall be in writing.
Governing Law. Each AGREEMENT and these General Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Texas and the federal laws of the United States of America. The parties hereto consent to submit to the jurisdiction of the Courts of the State of Texas for any actions, suits or proceedings arising out of or relating to each AGREEMENT or these General Terms and Conditions.
Severability. In the event that any provision of any AGREEMENT or these General Terms and Conditions, or any word, phrase, clause, sentence or other provision thereof, should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make such AGREEMENT or these General Terms and Conditions as modified legal and enforceable to the fullest extent permitted under applicable laws.
Entire Agreement. These General Terms and Conditions and each AGREEMENT and other attachments thereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the parties hereto with respect to such subject matter.