Terms and Conditions

CircleIT

(HiTECH Assets, LLC)

Terms and Conditions

 

 

These terms and conditions apply to all orders (each, an “ORDER”) placed by client (the “CLIENT”) with HiTECH Assets, LLC (“HiTECH”) (these “Terms”) and are the only terms which govern the asset disposition services (the “Services”) provided by HiTECH to the CLIENT, except with respect to Coupon Clients, as set forth herein. These Terms comprise the entire agreement between HiTECH and CLIENT (the “Agreement”), and supersede all prior or contemporaneous understandings, proposals, agreements, negotiations, representations and warranties, and communications, both written and oral, except with respect to Coupon Clients, as set forth herein. Fulfillment of services to CLIENT does not constitute acceptance of any of CLIENT’s terms and conditions and does not serve to modify or amend these Terms. These Terms may only be amended or modified in writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

 

Coupon Clients:  In the event that the CLIENT is submitting an order for the disposition of Equipment through the CircleIT website pursuant to a coupon code provided by HiTECH to either the CLIENT or to an entity that has provided the coupon code to the CLIENT, pursuant to a Master Services Agreement (a “MSA”), CLIENT (each, a “Coupon Client”) acknowledges and agrees that it is an authorized user of such coupon code and that CLIENT’s use of the coupon code does not violate any agreement between CLIENT and its employer or any other entity. CLIENT further acknowledges and agrees that to the extent of any conflict between the terms of the MSA and these Terms and Conditions, the MSA shall govern.  By accepting these Terms and Conditions, the CLIENT hereby accepts the terms and provisions of any applicable MSA associated with its coupon code.

 

Scope of Services:      

 

This Agreement is for the disposition of certain retired, used, end-of-life and/or surplus IT and communications equipment (“Equipment”).  “Services” by HiTECH include preparation of Equipment for reuse by cleaning of data bearing devices so that data is unrecoverable in accord with specification NIST 800-88 or equivalent and recycling, reselling, refurbishing, scrapping, or otherwise disposing of such Equipment as HiTECH shall determine, it is sole and absolute discretion.  

 

The Equipment may consist solely of those types of items listed on Exhibit A hereto.  HiTECH will not accept any items not contained on Exhibit A hereto, white goods, appliances, items containing CFCs, biological or radioactive contaminants, liquids or oils, PCBs, asbestos, damaged or leaking batteries, loose batteries not an integrated part of Equipment, or anything deemed illegal or hazardous by state or federal authorities (“Rejectable Equipment”); any such items received will be returned to CLIENT at CLIENT’s expense. Potential expenses in which CLIENT may incur by sending Rejectable Equipment include but is not limited to i) re-packaging of Equipment to prepare for shipment back to CLIENT, ii) actual transportation cost to return Equipment to CLIENT, iii) the contractual processing fee outlined in the Fee Schedule of Exhibit C in the event that HiTECH decides not to send Equipment back to CLIENT but still processes. HiTECH may designate additional categories of Rejectable Equipment in its sole and absolute discretion, without advance notice, but such designation shall not impact any Equipment that HiTECH has already accepted. 

 

The Services to be provided by HiTECH for CLIENT under this Agreement include:

  • Providing a mailing label to cover the freight, shipping and handling of Equipment from CLIENT’S location.  CLIENT shall remain responsible for delivering the Equipment to the appropriate third party shipping agent, at which time it is considered shipped.
  • Warehousing and inventorying Equipment received into HiTECH’s warehouse
  • Processing Equipment, which includes wiping hard disks and removing CLIENT identifiers  
  • Providing Certificates for Data Cleansing, Destruction, and Environmental Impact to CLIENT, after completed processing

 

HiTECH will inventory the Equipment and perform a complete audit on all serialized items.  HiTECH will provide an Audit Report, which will list the serial numbers of transferred equipment, and will provide a Certificate of Data Cleansing in substantially the form attached hereto as Exhibit B upon completion of the wiping of drives. You must back up and store any information or data stored on the Equipment that you wish to preserve, prior to shipping the Equipment to HiTECH.  Once HiTECH has begun processing the Equipment, no data stored thereon will be accessible, retrievable, or preservable.

 

Scrap recycling of Equipment, when deemed appropriate by HiTECH, will be done in a legal and environmentally responsible manner that meets or exceeds all applicable regulatory rules and statutes.  HiTECH maintains a zero percent landfill policy for all client electronic equipment.  All scrap will be handled by a scrap processor meeting the downstream due diligence requirements of HiTECH, the R2 responsible recycling standard, and applicable regulatory requirements.

 

Fees, Pricing and Payment:

 

Fees:

HiTECH will assess fees for Services as defined in Exhibit C.  Additional fees may apply for custom services which are authorized by the parties in advance.   Any payments owed by CLIENT will be due and payable at the time CLIENT registers its Equipment for anticipated delivery to HiTECH.  Payments for services and fees that arise after the CLIENT has registered its Equipment for delivery to HiTECH shall be due and payable 30 days after the applicable invoice date.

 

Refund/ Cancellation Policy:

 

  • CLIENT may cancel its ORDER at any time prior to shipment of the Equipment by CLIENT to HiTECH. Upon receipt of the cancellation request by HiTECH, the ORDER will be cancelled and a full refund will be given to CLIENT.
  • CLIENT may not cancel an ORDER subsequent to shipment
  • If CLIENT does not ship Equipment to HiTECH within 60 days of placing the ORDER, the ORDER will be automatically cancelled on the 60th day after placement of the order. CLIENT shall receive a full refund following the cancellation. All requests for cancellation and refunds shall be made in writing to clientrelations@circleit.us.

 

 

Ownership, Transfer of Title and Warranties:

 

CLIENT warrants that it has good and marketable title to the Equipment sold under this Agreement, free and clear of all liens, encumbrances and security interests and that no assignment, sale or other agreement has been made or entered into regarding such Equipment.  Immediately upon receipt and acceptance of Equipment by HiTECH, CLIENT will be deemed to have automatically transferred title of such Equipment to HiTECH, provided however that title to Rejectable Equipment shall not be deemed to pass to HiTECH unless HiTECH provides CLIENT written confirmation that it is accepting such Rejectable Equipment.  Upon HiTECH request, CLIENT will deliver a Bill of Sale evidencing transfer of title to the Equipment.  Acceptance of Equipment by HiTECH shall not be deemed to have occurred until after HiTECH has completed its inventorying of the Equipment and determined whether any such Equipment constitutes Rejectable Equipment. CLIENT warrants that it will not ship Rejectable Equipment, either in lieu of or in addition to Equipment.  CLIENT shall bear all liability and the risk of loss of all Equipment and the data it contains until such Equipment has been accepted by HiTECH.

 

HiTECH warrants that Services will be provided in a professional workmanlike manner.  Services will conform to specifications outlined above.  HiTECH also warrants that all Services are in compliance with all laws and regulations applicable to the Services.  The transportation of Equipment is provided by a third party and is not NAID certified.

 

Indemnification:

 

CLIENT agrees to indemnify, defend and hold HiTECH harmless from and against all claims and losses (including, without limitation, attorneys’ fees and expenses) arising out of, relating to or otherwise attributable to CLIENT’s (i) intentional disregard of the terms of this Agreement, (ii) willful or wanton misconduct, (iii) intentional and material misrepresentation, (iv) gross negligence, or (v) malfeasance, and any claims and losses (including, without limitation, attorneys’ fees and expenses) arising out of, relating to or otherwise attributable to the presence of any hazardous materials on, in, or affecting all or any portion of the Equipment, which condition existed while the Equipment was still within the possession and control of the CLIENT or was reasonably foreseeable.

 

HiTECH agrees to indemnify, defend and save harmless CLIENT and its affiliates, and their respective officers, directors, shareholders, members, partners, employees, agents and other personnel, from any loss, liabilities, causes of action, lawsuits, penalties, damages, claims or demands (including the costs and expenses and reasonable attorneys’ fees on account thereof) arising out of: (i) a breach of any material representation, warranty or covenant under this Agreement; or (ii) the intentional negligence or willful acts or omissions of HiTECH; provided that CLIENT gives HiTECH prompt written notice of any such claim or suit and CLIENT provides HiTECH with reasonable assistance.

 

Limitation of Liability:

 

HITECH SHALL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOST DATA OR ANY LOST OR IMPUTED PROFITS OR REVENUE ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE. 

 

Confidentiality:

 

HiTECH and CLIENT agree that any and all information identified by the other party, as “Confidential” and/or “Proprietary” will not be disclosed to any third person without the expressed consent of the other party.  The terms, conditions, and pricing in this agreement are confidential.  The confidentiality obligations of this section shall not apply to any information or development: i) which is or subsequently becomes available to the general public other than through a breach by the receiving party; ii) which is already known to the receiving party before disclosure by the disclosing party; iii) which is developed through the independent efforts of the receiving party; or iv) which the receiving party rightfully receives from third parties without restriction as to use.

 

The receiving party may use confidential information only to perform its obligations under this Agreement.  The receiving party must use the same care to avoid unauthorized use, including disclosure, loss or alteration, of the disclosing party’s confidential information, as it provides to protect its own similar confidential information. Furthermore, in no event will the receiving party fail to use reasonable care to avoid unauthorized use, including disclosure, loss or alteration, of the disclosing party’s confidential information. This confidentiality provision shall survive termination of the Agreement.

 

General:

 

This Agreement is the complete and exclusive statement of the agreement between HiTECH and CLIENT to provide Services in connection with the disposition of CLIENT’s owned Equipment.  The parties hereto agree that the terms and conditions contained herein shall supersede all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.  This Agreement may be only amended by mutual agreement of the parties in writing.  Neither party may assign this Agreement without the other party’s prior written consent.

 

This Agreement and the rights and obligations of the parties are governed by the laws of the state of Delaware, without regard to any conflict of laws principles.

 

All notices in connection with this agreement shall be deemed given on the day they are (i) deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier charges prepaid, return receipt requested; and addressed as set forth below.

 

 

 

 

 

 

 

 

 

 

HITECH ASSETS, LLC                                                   CLIENT

 

 

Company

     HiTECH Assets, LLC

 

Company

 

Address

     401 N Portland Ave

 

Address

 

 

     Oklahoma City, OK 73107

 

 

 

 

 

 

 

 

Attention:

 

 

Attention:

 

 

Phone:

    

 

Phone:

 

Fax:

    

 

Fax:

 

 

 

With a copy to:

 

Will Cohen

President

401 N Portland Ave

Oklahoma City, OK 73107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit A

Acceptable Equipment List

 

  1. Smartphones
  2. Tablets
  3. Hard Drives
  4. Personal Computers
  5. Laptops
  6. Servers
  7. Network Equipment
    1. Switches
    2. Routers
  8. Apple TV
  9. Apple Watch
  10. Thumb Drives
  11. Accessories (Chargers, cords, cables) – Must be paired with Data Bearing Unit (laptop, tablet, etc.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit B

SAMPLE CERTIFICATE OF DATA CLEANSING

                                                                                                                                                                                                               

HITECH ASSETS LLC

401 N PORTLAND

OKC, OK  73107

405-604-4872

405-604-4877-FAX

 

Title:       CDCxxxxxx

Client:     Client Name

Created:  4/26/2017

 

The following items were cleansed of all previous information by HiTECH Assets. Drives were cleared by overwriting in accordance with NIST 800-88 or equivalent.  Other devices (eg. Smartphones, Tablets, Networking Equipment, etc) were cleared or reset in accordance with Manufacturer processes and requirements.

 

HTA Number

Serial Number

Inventory Item

Date

Technician

2036778

ZAK1HHAF

Western Digital-WD800JD

9/9/2013 10:46

Doe, John

2037066

ZBH7PZBH

Western Digital-WD400BD-60LRA0

9/9/2013 10:46

Doe, John

2036776

ZAK1EX8F

Seagate-ST380815AS

9/9/2013 10:46

Doe, John

2036957

ZBH57TTF

Seagate-ST380815AS

9/9/2013 10:46

Doe, John

2036948

ZBH567JF

Western Digital-WD800HLFS

9/9/2013 10:46

Doe, John

2036657

PAKT2MGF

Western Digital-WD800HLFS

9/9/2013 10:46

Doe, John

2036602

PAKSLXUE

Western Digital-WD800ADFD-60NLR5

9/9/2013 11:22

Doe, John

2036614

PAKSS2YE

Western Digital-WD800ADFD-60NLR5

9/9/2013 11:22

Doe, John

2036798

ZAKKBZ9H

Western Digital-WD800ADFD-60NLR5

9/9/2013 11:22

Doe, John

2037035

ZBH5W6NF

Western Digital-WD800JD-60LSA5

9/9/2013 11:22

Doe, John

2037070

ZBH7UHAH

Seagate-ST380819AS

9/9/2013 11:22

Doe, John

2036910

ZBH4AXJH

Seagate-ST380815AS

9/9/2013 11:25

Doe, John

2037026

ZBH5VEJF

Western Digital-WD800JD-60LSA5

9/9/2013 11:25

Doe, John

2037086

ZBJ12K8L

Hitachi-HDS721680PLA380

9/9/2013 11:25

Doe, John

2037031

ZBH5VTDF

Western Digital-WD800AAJS

9/9/2013 12:22

Doe, John

2036892

ZBH38LEH

Western Digital-WD800ADFD

9/9/2013 12:22

Doe, John

2037055

ZBH7KS0H

Western Digital-WD800ADFD-60NLR5

9/9/2013 12:22

Doe, John

2036848

ZBGH1LJF

Seagate-ST3808110AS

9/9/2013 12:25

Doe, John

 

 

 

 

 

 

 

 

 

Exhibit C

FEE SCHEDULE

 

Equipment Category Fees

Processing Fee1

All Equipment included in Exhibit A

$12.00 ea.
"Rejectable Equipment" Processing Fee $25.00 ea.

Processing of Equipment not included in Exhibit A must be agreed to in writing by HiTECH in advance of shipment of such Equipment.2

 

 

 

Additional Services

Service Fee

Shipping & Handling

$0

Notes:
1. Equipment processing includes data destruction and brand protection, serialized reporting for data-bearing devices, responsible disposal/ recycling where appropriate.

2. Devices sent in that are not included in Exhibit A may be returned to the Client at the Client’s expense.