Terms of Service

All Covered Procurement and Store


Terms and Conditions of Sale

1. Applicability: The following are the terms and conditions under which technology products (“Products”) are offered for sale through All Covered Procurement or via direct access to the All Covered Store. These Terms and Conditions are subject to change without notice.

2. Access to the Store: Buyer’s e-mail address and a password issued by All Covered are required in order to access the Store. Buyer agrees to protect the password, and not to disclose it to any unauthorized user. It is Buyer’s sole responsibility to safeguard the security of the password and its use in accessing the Store. Any unauthorized purchases shall be Buyer’s sole responsibility. Buyer agrees to change the password periodically or when Buyer has reason to believe that the security of the password is in danger. The password may be changed by accessing the Store page and selecting My Account, My Profile and then Edit.

3. Price, Product, and Payment: Prices and Products are subject to change without notice. Prices do not include taxes or shipping charges. Buyer shall pay all applicable federal, state, municipal and other government taxes (such as sales or use taxes), any applicable duties, license fees and similar charges, however designated or levied on the sale or delivery of the Products. Exemption certificates and any necessary supporting documentation must be presented at the time the order is placed. Buyer shall pay all shipping and delivery charges. Buyers who do not pay with a credit card will be invoiced when the order is shipped. Invoices for Products are separate from invoices for IT consulting services and are due and payable upon receipt. All Covered may require reasonable advance assurances of payment through irrevocable bank letters of credit or other forms of security such as deposits and prepayment. All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment may result in a collection action, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and/or suspension or termination of services. All Covered retains (and Buyer grants to All Covered by accepting delivery of any Products) a security interest in the Products to secure payment in full and compliance with these Terms and Conditions. In the event All Covered undertakes any form of collection action, with or without litigation, of any past due amounts, or action to enforce its security interest in the Products, Buyer agrees to pay all reasonable costs associated therewith, including reasonable attorney's fees.

4. Delivery: Title to and risk of loss of or damage to Products shall pass to Buyer upon delivery by All Covered’s suppliers to the freight carrier at such suppliers’ warehouse or plant. Delivery is subject to the payment and security provisions set forth herein, as well as to All Covered’s receipt from Buyer of all necessary information and documentation, including, if applicable, exemption and/or resale certificates. Buyer shall promptly notify All Covered, and in no event later than five (5) business days after receipt, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give proper notice shall be deemed an acceptance in full of the delivery. All Covered shall not be liable for shipment delays beyond its reasonable control, including, but not limited to, delays caused by unavailability or shortages of Products from All Covered’s suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.

5. Product Returns: All sales are final. Products are returnable only if the Product (1) arrives in a defective condition; (2) is different from what was ordered; or (3) is unopened and in the original manufacturer’s packaging and in fully resalable condition. Buyer must contact his All Covered representative within thirty (30) days of receipt of the Product to arrange for a return. Credits for returned Products will be issued upon receipt and acceptance of the returned Products at All Covered’s suppliers’ warehouse or plant.

6. Warranties: Buyer understands that All Covered is not a manufacturer of any Products offered for sale under these Terms and Conditions. Buyer further understands and agrees that the only warranties that apply to Products are those offered by the manufacturer of the Products. All Covered makes no representations or warranties of any kind with respect to the Products. ALL COVERED HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL COVERED WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products shall constitute All Covered’s sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Products, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.

7. Limitation of Liability: BUYER AGREES THAT ALL COVERED SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PRODUCTS OR WITH THE AGREEMENT TO SELL PRODUCTS TO BUYER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF ALL COVERED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, OR THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE.

8. No Resale or Export: Buyer agrees to comply with all applicable laws and regulations related to the purchase and use of any Products. Products are sold only for Buyer’s internal use and not for resale or export.

9. General: These Terms and Conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales of Products by All Covered and shall supersede all prior or contemporaneous offers, negotiations, understandings and/or agreements. Buyer and All Covered expressly agree that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of All Covered. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be prohibited or unenforceable for any reason, the remaining provisions shall continue in full force and effect. These Terms and Conditions shall be deemed made in, and shall be governed by, the laws of the state of California without regard for choice of law principles. Venue for any action arising out or related to these Terms and Conditions shall be the Superior Court of California County of San Mateo, and Buyer waives any objection to personal jurisdiction in that forum. Buyer may not assign, delegate, pledge or otherwise transfer (including by way of a sale of assets, merger or other change of control) the right to purchase Products through All Covered Procurement or All Covered Store to any other person or entity without the prior consent of All Covered, which consent may be withheld at its sole discretion. All Covered shall not be liable for any delay or failure to perform an obligation under these Terms and Conditions if such delay or failure arises from any cause or causes beyond the reasonable control of All Covered, including but not limited to labor disputes, strikes or other labor or industrial disturbances, acts of God, floods, earthquakes, material shortages, war or acts of the public enemy, riots insurrections, embargoes, computer viruses, blockages, restrictions, regulations or orders of any governmental agency.

10.  Sale of Microsoft Office 365:  Microsoft Office 365 licenses are sold on a prepaid annual subscription basis only.  Accordingly,  if a purchaser terminates the subscription prior to the expiration of the 12-month term, no refund will be made for unused portions of the subscription.

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Website Terms of Use

Welcome to the All Covered, website on the World Wide Web at www.allcovered.com (referred to as the "Site"). Please review the following basic rules (the "Terms") carefully because they govern your use of the Site.
YOUR USE OF THE SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY CONTENT (DEFINED BELOW) CONTAINED ON THE SITE.

Changes to these Terms
These Terms may be revised at any time. All Covered will display a notice when these Terms have been revised. Your continued use of the Site after the notice appears constitutes your acceptance of the revised Terms.

License & Ownership Restrictions
All text, graphics, audio clips, videos, logos, icons, links, images, documents, products, services and information on this Site (the "Content") are provided to you by All Covered or its licensors. All Covered or its licensors retain all right, title, interest, and intellectual property rights (e.g. patents, trademarks, trade secrets, copyrights) in such Content. As a general rule, you are granted the limited right to (i) display the Content on your personal computer (ii) copy and download the Content and (iii) print a copy of the Content, provided that: (1) you do not remove any proprietary rights notices from any of the Content; and (2) any copying or downloading is solely for your own use. You may not modify, edit, alter or enhance any of the Content in any manner or sublicense or distribute any Content to any third party unless specifically authorized by All Covered and/or the applicable licensor. Additionally, you may not “frame” or “mirror” any Content contained on or accessible from this Site on any server or other device without the advance written authorization of All Covered and/or its licensors.

Your Obligation
In the future you may be prompted to input information on the Site in order to receive certain products or services offered by All Covered and/or its licensors. If you provide any information to All Covered through the site, you agree to provide current, complete and accurate information about yourself.

Changes to the Content & Termination of Access
All Covered and its licensors may make improvements and/or changes to the Content described on the Site at any time without notice to you. Additionally, All Covered and its licensors reserve the right to restrict, suspend, terminate your access to, change or discontinue all or any part of the Site, including its availability, at any time for any reason (including, but not limited to, if we determine that information provided by you is inaccurate), without liability or prior notice to you.

All Covered’s Privacy Policy
All Covered protects the information supplied by you on the Site in accordance with the All Covered Privacy Policy. This Privacy Policy only applies to the All Covered Site. Please see the section below (“Interaction with Third Parties”) for discussion of the privacy policies of third party sites. All Covered’s Privacy Policy may be revised at any time. All Covered will display a notice when the Privacy Policy has been revised. Your continued use of the Site after the notice is published constitutes your acceptance of the revised Privacy Policy.

Interaction with Third Parties
The Site may contain links to (and allow you to correspond with, purchase from, and/or participate in promotions of) third party advertisers and/or licensors. Unless otherwise stated, any such interaction shall be solely between you and that third party.

The third party’s site may have terms of use, a privacy policy and/or other terms and conditions that differ from those of All Covered. All Covered is not responsible for the content of such sites or for implementing, monitoring or enforcing the terms of use, privacy policies and/or other terms and conditions of such sites. You acknowledge and agree that All Covered shall not incur any liability arising out of your use of any such sites.

Passwords
All Covered may offer password protected areas on the Site for certain services. Such areas will only be accessible if All Covered has issued to you a login and password. If you have been issued a login and password, you are responsible for maintaining the confidentiality of your login and password and for any and all activities, including fees incurred, under your login and password, whether or not you are the individual who undertook such activities.

Chat Rooms & Bulletin Boards
All Covered may offer chat rooms and bulletin boards on the Site where users may submit or post information and material. All Covered asks that you respect the All Covered online community. Your conduct should be guided by common sense and basic etiquette. To further these common goals, you agree not to:

  • Participate in off-topic discussions
  • Harm minors in any way
  • Impersonate any person or entity or misrepresent your affiliation with any person or entity, or disguise the origin of any materials submitted through the Site
  • Link to content not allowed in the Site
  • Collect or store screen names or personal data of, or about, other users for any purpose
  • Transmit any materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable
  • Discuss, incite or engage in illegal activity;
  • Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, “spam,” chain letters, pyramid schemes, or any other form of solicitation, except in those areas of the Site that are specifically designated for such purpose
  • Transmit any material that contains a “virus,” “worm,” “Trojan horse” or other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer software or hardware
  • Disrupt communication in any manner including, without limitation, repeatedly hitting the return key or inputting large images that make review of the material on the screen difficult for other participants
  • Infringe any patent, copyright, trademark, trade secret or other intellectual property right of another or otherwise transmit any materials that you do not have a right to transmit under any law or any contractual or fiduciary relationship

Indemnification
By using the Site you agree to indemnify and hold harmless All Covered from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees) incurred by All Covered in relation to any third party’s claim that use of the Site by you or under your login and/or password, if any, violates (a) any copyright, patent, trademark, trade secret or other intellectual property right, (b) the laws of privacy or publicity, (c) communications statutes or regulations, or (d) any other applicable law or regulation. Disclaimer of

Warranty
UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND CONTENT ARE PROVIDED TO YOU "AS-IS." NEITHER ALL COVERED NOR ITS LICENSORS WARRANTS THAT THE SITE WILL BE AVAILABLE WITHOUT INTERRUPTION OR ERROR FREE OR THAT THE CONTENT WILL BE ACCURATE AND COMPLETE. ALL COVERED AND ITS LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SITE AND CONTENT. YOU ASSUME ALL RISK WITH RESPECT TO THE SITE AND CONTENT.

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ALL COVERED NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY DAMAGES SUFFERED AS A RESULT OF YOUR DISPLAYING, COPYING, USING OR DOWNLOADING ANY CONTENT. IN NO EVENT SHALL ALL COVERED OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (E.G., FOR LOSS OF DATA, REVENUE, PROFITS OR USE OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF ALL COVERED HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE FOREGOING LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK.

Local Laws; Export Control
All Covered controls and operates this Site from its headquarters in the United States of America and makes no representation that the Content is appropriate or will be available for use in other countries. If you use this Site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations, privacy laws and advertising laws of other countries in relation to the Content or the Site.

General
If All Covered becomes aware of inappropriate use of the Site or any Content, All Covered may suspend or terminate your access to the Site, and/or any Content, and take other appropriate action including, but not limited to, contacting law enforcement authorities. When requested, All Covered will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity on the Internet. Any action related to these Terms will be governed by California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to submit to the jurisdiction of the courts located in Santa Clara County, in the State of California, for the resolution of all disputes arising from or related to these Terms and/or your use of the Site.

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of All Covered to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by All Covered in writing. The headings used throughout these Terms are provided only for convenience. The Terms comprise the entire agreement between you and All Covered regarding the subject matter contained herein and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein.

Trademarks
All Covered is a trademark, registered trademark and/or service mark of All Covered, in the United States and other countries. All rights reserved. All other trademarks and service marks appearing on the Site are the property of their respective owners.

Copyright Notice
Copyright © 2013, All Covered, All rights reserved.

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Privacy Policy

At All Covered, we recognize that when you choose to provide us with information about yourself through our web site, you trust us to act in a responsible manner. If we decide to change our privacy practices, we will post those changes on this page. Please check this page for changes from time to time to make sure you are aware of our latest privacy practices.

You may visit our public web site and browse without giving us any personally identifying information, however, to participate in certain offerings or if you ask us to contact you for more information about our services, we may request that you provide us with certain personal information related to providing the service (such as, for example, name, address, phone number and other contact information). That's why we have put a policy in place to disclose to you how your personal information may be used. Please read on for more details about our privacy practices.

What Information does All Covered Collect? How do we Use It?

At times we may request that you voluntarily supply us with personal information on our web site. Generally this information is requested when you register for a newsletter, email alert or other service or when you request that we contact you to provide further information about our services. All Covered collects this information to in order to record and support your participation in the activities you select. We may also use this information to keep you informed about new services and special offers from All Covered and our selected service partners, but you will always have the choice not to receive such information.

Will All Covered Disclose the Information it Collects to Outside Parties?

All Covered may store and disclose personal information as allowed or required by applicable law, including making disclosures that are necessary or advisable to: (a) protect the rights, safety or property of users of our web site, the public, or All Covered or our web site suppliers; and (b) conform to legal or regulatory requirements.

All Covered may provide aggregate statistics about our customers, sales, traffic patterns, and related site information to reputable third-party vendors, but these statistics will not include any personally identifying information. Also, in connection with certain All Covered services and activities (for example, customer satisfaction surveys), the collection, transferring, storage and processing of your information may be undertaken by trusted vendors of All Covered. Such vendors are bound by contract to not use your personal information for their own purposes or provide it to any third parties.

How does All Covered Protect Personal Information?

We take reasonable steps to protect the data we collect from unauthorized access, disclosure, alteration, or destruction. We do this by implementing industry standard security procedures for storing and accessing information. However, you should be aware that we cannot ensure that all of your private communications and other personally identifiable information will never be disclosed in ways not otherwise described in this Privacy Policy. By way of example (without limiting the foregoing), we may be forced to disclose information to the government or third parties under certain circumstances, third parties may unlawfully intercept or access transmissions or private communications, or users may abuse or misuse your information that they collect from our site.

What about "cookies"?

"Cookies" are small pieces of information that are transferred to your browser and stored on your computer's hard drive. Our cookies enable us to provide you with more personal service. Cookies also allow us to track usage patterns, trends and other aggregate visitor information. Most web browsers automatically accept cookies, but you can usually change your browser to prevent that if you would rather not store the information for future use. We may also collect certain technical and routing information about your computer to facilitate your use of the site and its services (such as browser type, operating system and the Internet Protocol (“IP”) address of your computer). Without expressly informing you in each particular instance, we do not match such information with any of your personal information.

Third-party Sites

We may offer links to third party sites from our site. Please note that we are not responsible for the content or privacy practices of any non-All Covered sites to which we may link. You should review the privacy policy of such sites before using the sites or providing any personal information.

A Note to Children and Parents

We intend the All Covered web site for use by adults. Children are not eligible to use our services and we ask that minors (under the age of 18) do not submit any personal information to us. If you are a minor, you can use this service only in conjunction with your parents or guardians.

Your Consent and Changes to this Privacy Policy

By using our web site, you consent to the collection and use of this information by All Covered. If we decide to change our privacy practices, we will post those changes on this page. Please check this page for changes from time to time to make sure you are aware of our latest privacy practices.

Update your Information or Preferences

Our goal is to respect your privacy. You may at any time update or change your personal information or privacy preferences. To change your information, simply send an email to corpcom@allcovered.com and we will respond with an information update form.

Questions and Feedback

If you have any questions about this Privacy Policy or to provide us with feedback to help us improve our policies, please contact us by email at corpcom@allcovered.com.

Last Update to this Privacy Policy: March 2013

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