END-USER SERVICE AGREEMENT
Ray Hill Incorporated Service Agreement
This agreement is made between “The Subscriber” / “The Client” and “Ray Hill Incorporated”.
Ray Hill Incorporated (RHI) will be referred to as “The Agency” and/or RHI in this agreement.
The Subscriber/Client will be referred to as “The Subscriber” and/or “The Client” in this agreement.
This agreement is in effect as of the date of subscription.
THE AGENCY shall provide THE CLIENT with the services and products described in the Statements of Work (the “DELIVERABLES”).
2. STATEMENTS OF WORK
2.1 CONTENTS OF STATEMENTS OF WORK
The parties shall describe each individual DELIVERABLES to be provided under this agreement in its own statement of work (each, a “Statement of Work”), each one including:
WE HAVE IMPLEMENTED THE FOLLOWING:
A Statement of Work that is signed by both parties, properly marked with a unique identification number, and refers explicitly to this agreement, will be deemed an integrated part of this agreement.
The parties may terminate any individual Statement of Work without effecting the remaining agreement or any other Statement of Work.
2.4 CONFLICT OF TERMS
If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work will control.
2.5 CHANGES TO STATEMENT OF WORK
2.6 ADDITIONAL STATEMENTS OF WORK
3.0 ACCEPTANCE AND REJECTION
3.1 REVIEW PERIOD
The Client will have 5 Business Days’ after Ray Hill Incorporated provides each Deliverable to inspect and test the Deliverables to ensure it meets the acceptance criteria outlined in the applicable Statement of Work (the “Inspection Period”).
If in The Client’s opinion the Deliverables meets the acceptance criteria, The Client shall accept the Deliverables and notify Ray Hill Incorporated that it is accepting the Deliverables.
3.3 DEEMED ACCEPTANCE
The Client will be deemed to have accepted the Deliverables if
1. The Client fails to notify Ray Hill Incorporated on or before the expiration of the Inspection Period, or
2. if during the Inspection Period, The Client uses or attempts to use the Deliverables beyond what is necessary for inspection and testing and in a way a reasonable person would consider consistent with The Client having accepted the Deliverables from Ray Hill Incorporated.
If in The Client’s opinion, the Deliverables fails in a material way to meet the acceptance criteria, The Client may reject the Deliverables by delivering to The Client a written list detailing each failure to satisfy the acceptance criteria.