Updated November 24th, 2025.

 

1. Introduction and Scope of Agreement

This Service Agreement establishes the support services, response coverage, maintenance assistance, monitoring functions, and related activities that Rackables LLC provides for the hardware devices that the Customer enrolls in an eligible Rackables Device Support Plan. The services described in this Agreement are limited to the specific support functions identified for each plan level. Certain services may be performed by NetFire LLC acting as Rackables' designated service provider, and any service performed by NetFire is deemed to be performed by Rackables for the purpose of fulfilling the obligations of this Agreement.

This Agreement is a support services contract only. It is not a protection plan, not an extended warranty, not a repair contract, and not an insurance product. This Agreement does not provide repair of hardware, replacement of components, correction of mechanical or electrical failure, or reimbursement for the cost of parts or replacement devices. All replacement hardware, whether due to failure, upgrade, or disaster recovery, must be purchased separately by the Customer.

This Agreement also does not provide any indemnity, reimbursement, or financial coverage of any kind for loss, damage, malfunction, or failure of a Covered Device. The Customer acknowledges and agrees that the services provided under this Agreement are strictly limited to the support actions, response commitments, proactive services, and assistance functions expressly described herein. Any service or benefit not explicitly listed in this Agreement is outside the scope of the plan and is not included.

The term "support" as used in this Agreement refers only to advisory, diagnostic, and guidance-based assistance and does not include repair, correction, replacement, or restoration of hardware or software.

This Agreement is a commercial services agreement intended for business and professional use only and is not intended for personal, family, or household purposes.

2. Parties

Rackables LLC is the contracting entity providing the Device Support Plans described in this Agreement and is the party responsible for the overall performance of the obligations set forth herein. Rackables establishes the service levels, defines the scope of covered services, administers customer enrollment, manages billing, and maintains full contractual responsibility for ensuring that services are delivered in accordance with this Agreement.

NetFire LLC is an authorized service provider and may perform certain services on behalf of Rackables. These services may include hardware support, device level diagnostics, remote troubleshooting, proactive maintenance activities, firmware and security update assistance, monitoring and telemetry processing, on site replacement assistance, and disaster recovery assistance. NetFire performs these services as a subcontractor or designated service partner acting under Rackables' direction.

Rackables retains the sole authority to determine which services are performed directly by Rackables personnel and which services are delegated to NetFire. Rackables may delegate service performance to NetFire at any time and for any portion of the services described in this Agreement without additional notice to the Customer. The Customer acknowledges and agrees that NetFire may access the Covered Device, related telemetry, and relevant environmental information solely for the purpose of fulfilling Rackables' plan obligations.

The Customer agrees to cooperate with both Rackables and NetFire in the performance of services and acknowledges that NetFire's actions in delivering services are considered actions of Rackables for the purpose of satisfying Rackables' obligations under this Agreement. The Customer further agrees that any instructions, recommendations, or service activities carried out by NetFire in connection with the Covered Device shall be treated as if they were performed directly by Rackables.

Rackables remains fully responsible for the quality, coordination, and fulfillment of services regardless of whether any portion of such services is performed by NetFire. No delegation to NetFire shall relieve Rackables of its obligations under this Agreement.

3. Definitions

• Covered Device: A hardware device that the Customer has properly enrolled in an active Rackables Device Support Plan and that Rackables has accepted as eligible for service. A Covered Device must be uniquely identifiable by serial number or other identifier and must meet all eligibility requirements set by Rackables, including manufacturer, firmware compatibility, and supportability. Devices not explicitly enrolled or devices that fall out of eligibility are not Covered Devices.
• Incident: A request for service or technical assistance that is submitted by the Customer through an approved Rackables or NetFire support channel, or that is automatically generated by monitoring systems when abnormal conditions are detected. An Incident may include requests for troubleshooting, diagnostics, maintenance actions, clarification, or service activity within the scope of the Customer's selected plan. Incidents outside the defined scope may require separate billing or may be declined.
• Business Hours: The hours of 9 AM to 5 PM Eastern Time, Monday through Friday, excluding holidays observed by Rackables. Business Hours are the operating hours during which response commitments for the Bronze Plan apply. Business Hours do not include evenings, weekends, or days on which Rackables corporate offices are closed.
• Response Time: The period beginning when an Incident is created through Customer submission or monitoring automation and ending at the time Rackables or NetFire first makes reasonable contact with the Customer to acknowledge the Incident and begin initial assessment. Response Time is a measure of initial engagement only and is not a guarantee of resolution or completion of service within any specific timeframe. Response Time may vary depending on plan level.
• Cold Spare: A Customer owned replacement device that the Customer elects to store at a Rackables or NetFire facility for future use in a replacement or disaster recovery event. A Cold Spare remains the sole property of the Customer at all times. Storage of a Cold Spare is provided solely as a convenience, and Rackables and NetFire accept no liability for loss, theft, damage, degradation, environmental impact, accidental harm, or destruction of any Cold Spare while stored within their facilities.
• Monitoring Gateway: A hardware or software appliance supplied by Rackables or NetFire that collects and transmits telemetry, status, alert data, and health indicators from Covered Devices for the purpose of providing monitoring, failure detection, or proactive maintenance. A Monitoring Gateway must remain powered, connected to the network, and properly configured in order for monitoring related services to function.
• Plan Level: The tier of service purchased by the Customer, which determines the specific benefits, response commitments, and available services. Rackables offers multiple plan levels, including Bronze, Silver, and Gold, each of which provides different features as described in this Agreement. Plan Level dictates the scope of services and the Customer's entitlements.
• Support Channels: The communication methods approved by Rackables or NetFire for submitting Incidents or requesting assistance. Support Channels may include ticket portals, email addresses, authenticated dashboards, monitoring automation, or other systems designated by Rackables. Incidents submitted outside approved Support Channels may not be recognized.
• On Site Service Area: Geographic locations within a one hundred mile radius of a Rackables or NetFire Operations Center where on site replacement assistance or physical service activities may be offered. On Site services outside this area are not guaranteed and may require separate agreements or travel charges.
• Disaster Recovery Assistance: A set of advisory and coordination services available exclusively under the Gold Plan, which provide structured guidance for restoring a Covered Device to functional operation following a failure event. Disaster Recovery Assistance does not include hardware replacement, data recovery, software installation, or workload restoration.
• Customer Environment: The physical, electrical, networking, and operational setting in which the Covered Device operates, including the Customer's facility, infrastructure, cooling, power, and surrounding equipment. Rackables has no responsibility for the Customer Environment and depends on the Customer to maintain conditions suitable for safe and reliable device operation.
• Effective Date: The date on which the Customer first selects a Rackables Device Support Plan for purchase, adds it to the cart, places an order, or otherwise completes the ordering process that results in the plan being purchased.
• Device Support Plan: A support-only subscription plan offered by Rackables that provides the services described in this Agreement for eligible Covered Devices. Each Device Support Plan is sold for a defined term and is structured by Plan Level (Bronze, Silver, or Gold). Device Support Plans do not include repair, replacement, indemnity, hardware correction, or insurance coverage.

4. Device Support Plan Activation, Service Commencement, and Non Cancellation

This section describes how Device Support Plans are activated, when services begin, and the conditions under which plans may or may not be canceled. These terms apply to all plan levels unless otherwise stated.

4.1. Activation Requirements

A Rackables Device Support Plan becomes active once the Customer has completed enrollment, provided accurate device information, submitted valid billing credentials, and Rackables has accepted the device into the plan. Rackables may request serial numbers, proof of purchase, or other information to confirm eligibility. A Device Support Plan does not take effect until Rackables confirms acceptance and activation through written notice or system acknowledgment.

4.2. Commencement of Services

Services under this Agreement begin on the Activation Date. The Activation Date is the date Rackables accepts the Covered Device into the plan and confirms that all billing and enrollment requirements have been satisfied. No services will be performed before activation. Rackables is not responsible for conditions, issues, or faults occurring prior to the Activation Date.

4.3. Non Cancellation of Plans

The Customer acknowledges that all Rackables Device Support Plans are non cancelable once purchased, except as expressly permitted in Section 4.8 or where a non waivable state law grants a cancellation right. The Customer commits to the full plan term at the time of purchase, regardless of billing frequency. Monthly billing, where offered, is a payment schedule only and does not convert the plan into a month to month agreement.

4.4. Use of Services Triggers Full Financial Obligation

If the Customer initiates or receives any service under the plan after activation, including but not limited to opening an Incident, receiving remote support, using proactive maintenance, receiving monitoring services, or receiving on site service, the Customer is deemed to have fully utilized the value of the plan for the entire term.

Upon the first use of the plan, the Customer immediately becomes responsible for the full remaining balance for the entire contracted term. If the Customer is billed monthly, all remaining installment payments become immediately due and payable.

This provision exists because plan value is delivered upon first service interaction and cannot be reversed, reclaimed, or prorated.

4.5. Prepaid Plans

If the Customer pays for the plan upfront, the Customer agrees that all prepaid amounts become fully earned upon the earlier of (a) the expiration of any applicable cancellation window provided in Section 4.8, or (b) the first use of any services under the plan. No refunds, credits, or pro rata reimbursements will be issued after either of those events, except where non waivable state law requires otherwise.

4.6. Exceptions Required by Non Waivable Law

If a state consumer protection law provides a non waivable right to cancel prior to or after activation, Rackables will comply with that requirement. Any such statutory right will apply only to the extent the law is determined to govern this support services contract. Once the plan is used as described in Section 4.4, no contractual cancellation right survives, and only non waivable statutory rights, if any, remain.

4.7. Declined Activation by Rackables

Rackables may decline to activate a plan if the device is ineligible, improperly enrolled, misrepresented, or unsupported. If activation is declined, any payment collected for the upcoming term will be refunded. If the Customer misrepresents eligibility or attempts to enroll an unsupported device, Rackables may refuse activation and may bar future enrollment attempts.

4.8. Limited Cancellation Prior to Use

If all of the following conditions are met: (a) the Customer has not opened any Incident, has not received remote or on site assistance, has not enabled proactive maintenance, and has not used any services under the plan, and (b) no more than thirty calendar days have passed since the Effective Date, the Customer may request cancellation in writing. Upon approval, Rackables will cancel the plan and will refund amounts paid for the current term, less any taxes that cannot legally be refunded and less any non recoverable payment processing fees. After the thirty day period has expired or after any services have been used under the plan, the plan is non cancelable except where non waivable state law requires otherwise.

5. Services Provided

Rackables, together with NetFire when acting as its authorized service provider, will provide qualified personnel and commercially reasonable efforts to investigate and address Incidents that fall within the scope of the Customer's selected plan level and the services listed in this Agreement. Rackables will maintain Support Channels for submitting Incidents and will use commercially reasonable efforts to meet the Response Time commitments set out in this Agreement, subject to the exclusions and limitations described herein. Nothing in this section creates any guarantee of resolution time or any obligation to provide services that fall outside the defined scope of the plan.

5.1. Hardware Support

Applies to all Device Support Plan levels.

Hardware Support applies to issues that occur before the device begins loading an operating system. Hardware Support may be performed by Rackables or NetFire and includes:

1. Assistance with initial hardware setup and configuration.
2. Troubleshooting hardware level failures prior to OS load.
3. Vendor approved BIOS, BMC, and firmware update assistance.
4. Guidance on vendor provided hardware diagnostics.

Hardware Support does not include:

1. Physical repair of hardware components.
2. Replacement of defective parts or devices.
3. Damage caused by misuse, improper environment, or electrical faults.
4. Any support after the device has begun to load an operating system.

Hardware Support ends once the OS boot process begins.

5.2. Device Software Support

Applies to Gold Device Support Plan only.

Device Software Support covers only the embedded and manufacturer supplied software required for device operation. This includes:

1. Device management utilities and system firmware interfaces.
2. Vendor provided configuration, update, and monitoring tools.
3. Troubleshooting of embedded features required for device function.

Device Software Support does not include:

1. Windows, Linux, macOS, hypervisors, or any operating system.
2. Licensing, activation, installation, or optimization of third party software.
3. Applications or tools not provided by the manufacturer.

Support is limited to the device's built in software only.

5.3. Incident Response Time

Response Time commitments depend on the Customer's plan level. Services may be performed by either Rackables or NetFire.

Response Time for the Bronze Device Support Plan is up to 4 hours, for the Silver Device Support Plan up to 1 hour, and for the Gold Device Support Plan 15 minutes or less.

Bronze

• Initial responses provided during Business Hours only.

• Up to 4 hours for an initial response during Business Hours.

• Incidents created after hours receive a response by 9 AM the next Business Day.

Silver and Gold

• Response coverage available 24 hours per day and 7 days per week.

• Initial response will occur within the timeframe published for the applicable plan.

Response Time does not guarantee resolution or on-site arrival within the same timeframe.

5.4. Proactive Maintenance

Applies to Gold Device Support Plan only.

Proactive Maintenance may be performed by Rackables or NetFire and includes:

1. Monitoring of vendor security advisories affecting BIOS, BMC, and firmware.
2. Notification to the Customer when updates require action.
3. Automated or guided installation of applicable updates when supported.
4. Periodic review of device related advisories and vendor releases.

Proactive Maintenance is available only for devices purchased from Rackables. Licensing or vendor restrictions may prevent Rackables or NetFire from providing this service on third party hardware.

Proactive Maintenance does not include workload testing or OS compatibility verification after updates.

5.5. On-Site Replacement Assistance

On-site replacement assistance may be delivered by Rackables or NetFire technicians. This service is available for locations within 100 miles of a Rackables or NetFire Operations Center.

Services include:

1. Removal of the failed device.
2. Installation of a Customer provided replacement or cold spare.
3. Basic physical connection and cabling.

On-site assistance excludes:

1. Replacement hardware.
2. OS installation or configuration.
3. Application or workload configuration.
4. Any data restoration.

Additional terms:

1. All replacement devices must be purchased by the Customer.
2. Storage of cold spares is at the Customer's risk.
3. Rackables and NetFire are not responsible for theft, environmental damage, fire, or accidental damage to stored spares.
4. Scheduling depends on technician availability and facility access.
5. Deployment time depends on if the Customer purchased a cold spare to be stored with Rackables or NetFire.
6. Turnaround time depends on Device Support Plan level and is best effort:
   1. Bronze: 72 hours
   2. Silver: 48 hours
   3. Gold: 24 hours

On-site services include physical replacement only.

5.6. Failure Detection

Applies to Gold Device Support Plan only.

Predictive failure detection is available when the Customer purchases and deploys a Rackables or NetFire supplied Monitoring Gateway. When active, the system may:

1. Collect hardware telemetry.
2. Monitor for known early indicators of device failure.
3. Automatically generate support Incidents.
4. Notify the Customer of potential issues requiring attention.

Predictive detection requires:

1. An operational Monitoring Gateway.
2. Reliable network connectivity.
3. Customer consent for health and performance telemetry collection.
4. A suitable physical environment.

Detection is best effort and cannot identify every failure condition.

5.7. Disaster Recovery Assistance

Applies to Gold Device Support Plan only.

For enrolled devices, Rackables or NetFire will assist with disaster recovery by providing:

1. Instructions for replacing the failed hardware.
2. A device specific recovery outline.
3. Assistance restoring the Covered Device to an operational state once the Customer supplies replacement hardware.

Disaster Recovery Assistance does not include:

1. Replacement hardware.
2. Data restoration or backup services.
3. Operating system installation or configuration.
4. Application or workload recovery.
5. Response to ransomware or security events unless governed by a separate contract.

6. Billing Terms

6.1. Billing Structure

The Customer agrees to pay all fees associated with the selected Device Support Plan in accordance with the pricing and billing schedule presented at the time of purchase. All fees are due in the currency specified by Rackables. The Customer may select either prepaid billing or monthly installment billing where such options are offered. Monthly billing is provided solely as an installment payment method and does not convert the Device Support Plan into a month to month contract. All fees, regardless of billing frequency, correspond to the full plan term.

6.2. Invoices and Payment Methods

Invoices will be issued according to the billing schedule applicable to the Customer's payment selection. Payment must be made using a valid payment method that Rackables accepts, including credit card, ACH, or other methods identified by Rackables. The Customer is responsible for ensuring that billing information remains accurate and up to date and authorizes Rackables to charge the selected payment method for all fees due under this Agreement.

6.3. Taxes and Regulatory Fees

All fees are exclusive of applicable taxes, duties, levies, or regulatory charges. The Customer agrees to pay all taxes and fees imposed by federal, state, or local authorities related to the purchase or performance of the Device Support Plan. Rackables will collect such amounts when legally required, and any taxes not collected at the time of sale remain the Customer's responsibility.

6.4. Non Refundability

All fees paid under this Agreement are non refundable except where required by non waivable state law. No refunds or credits will be issued for unused time, partial months, or early termination. Upon any use of services under the plan, fees for the full plan term become fully earned.

7. Payment Default and Acceleration

7.1. Payment Default

A payment default occurs if the Customer fails to pay any invoice when due, fails to maintain a valid payment method, reverses a payment, or otherwise fails to satisfy payment obligations under this Agreement. Rackables may suspend services immediately upon payment default. Suspension does not relieve the Customer of any payment obligations and does not extend or modify the plan term.

7.2. Acceleration of Remaining Balance

If the Customer is billed monthly and enters payment default at any time, the Customer agrees that all remaining unpaid installments for the entire plan term shall immediately become due and payable in full. The Customer acknowledges that this acceleration is necessary because the plan is sold as a full term commitment and monthly billing is an installment method only.

7.3. Recovery of Costs

Rackables may engage a collections agency or legal counsel to recover past due amounts. The Customer agrees to pay all reasonable costs, expenses, and fees incurred by Rackables in collecting overdue payments, including attorney fees, court costs, and third party collection fees, to the extent permitted by law.

7.4. Continued Obligation After Suspension

Suspension of services for nonpayment does not terminate the Agreement. The Customer remains responsible for all payments through the full plan term, including accelerated balances, regardless of whether service is suspended or the Customer chooses to discontinue use of the plan.

8. No Chargebacks or Payment Reversals

8.1. Agreement to Avoid Chargebacks

The Customer agrees that all fees for the Device Support Plan that are billed in accordance with this Agreement and that are properly authorized by the Customer are final and not subject to chargebacks or payment reversals through a card issuer or payment processor. This provision does not limit the Customer's right to dispute unauthorized charges, fraudulent use of the Customer's payment method, or clear billing errors such as duplicate charges or charges in an incorrect amount.

8.2. Treatment of Improper Chargebacks as Breach

If the Customer initiates a chargeback or payment reversal for charges that are consistent with this Agreement and that were properly authorized, such action shall be treated as a material breach of this Agreement. Rackables may immediately suspend services, accelerate the remaining balance for the full plan term, and pursue all legal and financial remedies available to recover the owed amounts.

8.3. Restoration of Service

Service will not be reinstated after an improper chargeback until the Customer reverses the chargeback or payment dispute, pays all outstanding fees, pays any associated chargeback or processor penalties, and provides Rackables with a valid payment method. Rackables may require prepayment or secured payment methods for future services if a chargeback has occurred.

8.4. Acknowledgment of Binding Obligation

The Customer agrees that entering into this Service Agreement creates a binding payment obligation for the full plan term, subject to any limited cancellation rights specified in Section 4.8 and any non waivable rights under applicable law. The Customer further agrees not to dispute charges with its financial institution when the charges are consistent with this Agreement and acknowledges that such disputes may result in immediate legal action if they are improper.

9. Exclusions

The Customer acknowledges and agrees that this Service Agreement does not include, authorize, provide, or guarantee any service, benefit, activity, or remedy beyond the specific services listed in Section 5 for the plan level selected by the Customer. All exclusions apply to every plan level unless otherwise stated in writing. This Agreement does not cover any form of hardware failure, mechanical defect, electrical defect, component malfunction, or degradation of the Covered Device or any component contained within it. Rackables LLC does not provide, supply, procure, fund, or reimburse replacement parts, replacement components, or replacement devices of any type, regardless of the cause of the failure or the classified severity of the issue. All replacement hardware must be purchased separately by the Customer.

This Agreement does not include the repair, rework, modification, soldering, reflow, or physical remediation of a damaged or defective device under any circumstance. The Agreement does not include operating system installation, configuration, licensing, activation, upgrading, troubleshooting, recovery, optimization, or any activity involving Windows, Linux, macOS, hypervisors, or any third party software, service, or workload. No support is provided for applications, tools, databases, virtual machines, custom code, or Customer installed software, regardless of origin.

This Agreement excludes all forms of data recovery, data restoration, backup operations, data integrity verification, or assistance in recovering information from drives, storage media, or any other data holding device. The Customer is solely responsible for implementing and maintaining their own backup and recovery strategy.

This Agreement also excludes any service, remediation, or assistance related to misuse or abuse; neglect; improper environmental conditions; improper electrical power; inadequate ventilation; liquid exposure; accidental or catastrophic damage; natural disasters; or any event outside the reasonable control of Rackables or NetFire. In addition, any Customer owned spare device that is stored at a Rackables or NetFire facility is stored entirely at the Customer's sole risk, and Rackables and NetFire accept no responsibility or liability for theft, fire, flood, water damage, humidity damage, physical damage, loss, misplacement, degradation, or any other harm or deterioration to such stored equipment.

If a service is not expressly stated as included in Section 5 "Services Provided" for the Customer's specific plan level, then the service is excluded. No implied services, implied warranties, implied benefits, implied technical assistance, or implied obligations exist under this Agreement.

10. Customer Responsibilities

The Customer agrees to comply with all responsibilities set forth in this Agreement as a condition of receiving services. The Customer acknowledges that Rackables and NetFire rely on the Customer to provide accurate information, proper access, appropriate environmental conditions, and timely cooperation in order to perform the services described in this Agreement. Failure by the Customer to meet these responsibilities may delay service delivery or render Rackables or NetFire unable to perform certain services.

The Customer is responsible for maintaining proper physical, electrical, and environmental conditions for all Covered Devices. This includes providing adequate ventilation, temperature control, humidity control, dust management, electrical grounding, clean power, surge protection, and protection from liquid exposure, contamination, or other hazards. The Customer is responsible for ensuring that the Covered Device is installed and operated in accordance with the manufacturer's guidelines.

The Customer agrees to maintain all operating system licenses, third party software licenses, and access credentials required for the general operation of the Covered Device. The Customer is responsible for the installation, configuration, operation, and maintenance of all operating systems, applications, virtual machines, and data, including the implementation of a complete data backup and disaster recovery strategy. Rackables and NetFire have no responsibility for data loss or restoration.

The Customer must provide accurate and timely information when submitting support Incidents, including device identifiers, logs, observations, environmental details, configuration information, and any data reasonably required to diagnose the issue. The Customer must ensure that personnel with knowledge of the environment are available during support sessions.

If on site service is required, the Customer must provide safe and reasonable access to the facility, including proper escort procedures, access badges, door codes, or access instructions. The Customer must ensure that all on site areas comply with applicable safety standards and that any required permissions, approvals, or access rights are secured prior to the arrival of Rackables or NetFire personnel.

If the Customer purchases Failure Detection or monitoring related services, the Customer must maintain an operational Monitoring Gateway, including stable network connectivity, valid power, and appropriate environmental conditions. The Customer must not block or filter monitoring traffic that is required for telemetry transmission. The Customer must promptly correct any condition that renders monitoring unavailable.

The Customer is responsible for procuring, maintaining, and providing replacement hardware for disaster recovery, replacement events, and on site replacement assistance. Rackables and NetFire are not responsible for locating, sourcing, or financing replacement hardware unless such services are explicitly provided in a separate written agreement. The Customer acknowledges that cold spares stored at a Rackables or NetFire facility remain the Customer's property and are stored solely at the Customer's risk.

The Customer agrees to follow reasonable instructions provided by Rackables or NetFire, including steps required to isolate issues, perform preliminary diagnostics, apply updates, or prepare hardware for service. The Customer also agrees to comply with all applicable laws, regulations, and manufacturer licensing terms related to the Covered Device.

11. Limitation of Liability

To the fullest extent permitted by applicable federal and state law, the total liability of Rackables LLC and NetFire LLC, when NetFire is acting as an authorized service provider for Rackables, for any claim, dispute, loss, cost, damage, obligation, or alleged wrongdoing arising from or relating in any way to this Service Agreement, the Covered Device, the performance of services, or any failure to perform services, is strictly limited to the total amount paid by the Customer for the applicable Device Support Plan during the twelve month period immediately preceding the event giving rise to the claim. This limitation applies regardless of the number of devices enrolled, the number of Incidents submitted, the scope of services requested, or the nature of the alleged defect or failure.

Rackables and NetFire will not be liable under any circumstances for any indirect, consequential, incidental, punitive, exemplary, special, or enhanced damages, including but not limited to: loss of business; loss of revenue; loss of profits; business interruption, downtime, or delays; loss of productivity or use; loss of anticipated savings; reputational harm; or the cost of procuring substitute services or equipment. This applies whether such damages arise from breach of contract, negligence, tort, strict liability, warranty, or any other legal or equitable theory.

Neither Rackables nor NetFire will have any liability for data loss, data corruption, data unavailability, delays in data restoration, or failure to recover Customer data in any capacity. The Customer acknowledges that all data protection, backup, and continuity strategies are solely the Customer's responsibility and that Rackables and NetFire provide no such services under this Agreement.

Rackables and NetFire are not responsible for damage, loss, theft, environmental exposure, accidental harm, or deterioration of any Customer owned cold spare or replacement device stored at a Rackables or NetFire facility. Storage is provided strictly as a convenience to the Customer and is at the Customer's sole risk.

Nothing in this Service Agreement limits liability where such limitation is prohibited by law, including but not limited to certain consumer protection laws, but all allowable limitations under applicable law shall apply fully.

12. Term, Renewal, and Termination

12.1. Agreement Term

This Service Agreement begins on the Effective Date defined in Section 3 and remains in effect for the full duration of the Device Support Plan purchased by the Customer. The Agreement applies only to the specific Covered Device enrolled and only for the Device Support Plan level selected at the time of purchase. The Agreement does not apply to any other device, nor does it automatically extend to replacement devices, upgraded systems, or additional equipment unless Rackables expressly approves such transfer in writing. The Customer is responsible for ensuring that all enrollment information, including device identifiers, contact details, and billing records, remains accurate throughout the term.

12.2. Renewal of Services

The Customer may renew the Agreement at the end of its term by purchasing an additional service term, provided that Rackables continues to offer the applicable Device Support Plan for the device in question. Renewal is subject to the then current pricing, plan structure, eligibility requirements, and service conditions established by Rackables at the time of renewal. Rackables retains the right to modify plan features, revise eligibility rules, discontinue plans, choose not to offer renewal, or change service offerings for future terms. Renewal does not occur automatically unless the Customer's purchasing method explicitly authorizes recurring billing and Rackables accepts and processes such billing arrangement.

12.3. Termination by Either Party

Either party may terminate this Agreement by providing thirty days written notice to the other party. For the Customer, termination under this section affects only the provision of future services and does not cancel or reduce any existing payment obligations for the full plan term, except as expressly provided in Sections 4.6 and 4.8 or where non waivable state law requires otherwise. For Rackables, if Rackables terminates the Agreement without cause and the Customer has prepaid for the term, Rackables will refund the unused, prepaid portion of the term calculated from the effective date of termination.

Upon the effective date of termination, all services described in this Agreement will cease, except for any wind down activities Rackables elects to perform at its discretion. Fees paid for the current service term are non refundable except as specifically set forth in this Agreement or where state law requires prorated refunds or specific consumer protections. Termination does not release the Customer from responsibility for any charges incurred prior to the effective termination date, including unpaid invoices, costs associated with replacement hardware, or any other obligations that accrued prior to termination.

12.4. Termination for Cause

Rackables may suspend services or terminate this Agreement immediately upon written notice if the Customer fails to comply with any material term of this Agreement. Such failures may include nonpayment, providing inaccurate or misleading information, preventing reasonable access for service, maintaining improper environmental conditions, or engaging in conduct that interferes with Rackables' or NetFire's ability to provide services. Termination for cause does not entitle the Customer to any refund or credit.

12.5. Effect of Expiration or Termination

Upon expiration or termination of this Agreement, Rackables and NetFire have no further obligation to respond to Incidents, store Customer equipment, dispatch technicians, perform diagnostics, issue notifications, apply updates, monitor Covered Devices, or perform any services described under "Services Provided." All obligations to provide technical assistance or proactive maintenance immediately cease. The Customer must independently arrange for any ongoing support, maintenance, replacement hardware, data recovery, disaster recovery, or other post-termination activities.

13. Governing Law

The Customer acknowledges and agrees that this Agreement, and any claim, dispute, lawsuit, action, or proceeding arising out of or relating in any way to this Agreement, the Covered Device, the selected Device Support Plan, or any services performed by Rackables or NetFire, shall be governed exclusively by the laws of the State of New Jersey without regard to conflict of law principles.

The Customer further agrees that all such claims, disputes, lawsuits, actions, or proceedings shall be brought in a court of competent jurisdiction located within the State of New Jersey. Rackables and the Customer agree that Morris County, New Jersey is the preferred venue due to the location of Rackables and NetFire operations. However, Rackables may elect any other court within the State of New Jersey that has proper jurisdiction.

The Customer consents to the personal jurisdiction of the courts of the State of New Jersey and waives any objection to venue or jurisdiction on the basis of inconvenience or any doctrine of forum non conveniens. The Customer agrees that the courts of New Jersey shall have exclusive jurisdiction over all matters arising from or relating to this Agreement, and that no action may be commenced or maintained in any other jurisdiction unless required by non waivable provisions of applicable law.

14. Entire Agreement

14.1. Complete Agreement

This Service Agreement is the complete and exclusive statement of the terms governing the relationship between Rackables LLC and the Customer with respect to the services described. It supersedes all prior proposals, negotiations, communications, advertisements, discussions, and agreements, whether written or oral, relating to the subject matter.

14.2. No Other Representations

The Customer acknowledges that no statement, representation, promise, description, advice, or assurance has been made by Rackables or NetFire that is not expressly contained in this Agreement. Any such external statements, whether written or oral, shall not form part of the Agreement and shall not be relied upon by the Customer.

14.3. Modification by Written Amendment Only

No modification, amendment, addition, or deletion to this Agreement is valid unless it is made in writing, clearly identifies itself as an amendment to this Agreement, and is signed by an authorized corporate officer of Rackables. Verbal modifications or informal communications do not have any legal effect.

14.4. No Effect of Customer Documents

The Customer acknowledges that any terms contained in purchase orders, invoices, payment documents, procurement systems, acceptance forms, or other Customer supplied documents do not modify this Agreement. Any such terms are rejected in full unless explicitly accepted in a written amendment signed by Rackables.

14.5. Authority of Rackables Representatives

No employee, contractor, representative, reseller, or agent of Rackables or NetFire has the authority to modify this Agreement or to make binding commitments on behalf of Rackables beyond what is expressly written here. Any such statements shall be considered informational only and shall not impose obligations on Rackables or NetFire.

14.6. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, illegal, or invalid, that provision shall be enforced to the maximum extent allowed by law, and the remainder of the Agreement shall continue in full force without being affected.

14.7. No Waiver

The failure of either party to enforce any provision, requirement, or right under this Agreement does not constitute a waiver of that provision or right. No waiver is effective unless it is made in writing and signed by the waiving party.

14.8. Headings and Structure

Section titles, clause headings, and formatting elements within this Agreement are provided solely for convenience and do not alter the interpretation, meaning, or legal effect of any provision.

14.9. Assignment

The Customer may not assign, delegate, or transfer any rights or obligations under this Agreement without the prior written consent of Rackables. Any attempted assignment without consent is void. Rackables may assign this Agreement to an affiliate, successor entity, acquirer, or subcontractor, provided that service delivery obligations remain consistent with the terms of this Agreement.

14.10. Successors and Assigns

This Agreement is binding upon and benefits the parties and their permitted successors, assigns, and legal representatives.

14.11. Acceptance of Terms

By purchasing a Device Support Plan, enrolling a device, or receiving services under this Agreement, the Customer acknowledges that they have read, understood, and agree to all terms contained within this Agreement and that these terms govern the entirety of the service relationship between the Customer and Rackables.

---

15. State Disclosures and Consumer Notices

15.1. General Notice (All States)

This Service Agreement is a support services contract that does not cover the repair, replacement, or reconstruction of any hardware, component, device, or part. This Agreement does not obligate Rackables LLC or NetFire LLC to provide any tangible materials, parts, replacement devices, or physical repairs under any circumstance. All replacement hardware must be purchased separately by the Customer. This Agreement is not an insurance policy.

To the extent any state determines that this Agreement is subject to its service contract statute, Rackables will comply with all non waivable requirements of that statute, but such determination shall not expand the scope of services, coverage, or benefits beyond what is expressly provided in this Agreement.

15.2. California Notice

This Service Agreement does not qualify as a "Service Contract" under California Civil Code section 1794.4 because it does not provide repair, replacement, or correction of defects in consumer goods. This Agreement provides technical support services only. California residents retain any non waivable consumer rights provided under California law.

For Consumer Customers in California, if this Agreement is canceled, any refund due pursuant to California Civil Code will be issued within the required statutory period after receipt of a written cancellation request.

15.3. Connecticut Notice

Connecticut law distinguishes between "maintenance service contracts" and "warranty or repair contracts." This Agreement does not provide repairs, replacement, or physical restoration of hardware. Connecticut customers retain any non waivable rights provided under state consumer protection statutes. If any obligation to refund arises under Connecticut law, refunds will be provided within the statutory period upon valid cancellation.

15.4. New York Notice

New York General Business Law regulates service contracts that provide repair, replacement, or indemnity for consumer products. This Agreement does not provide repair services or replacement of any hardware or component. New York customers retain all non waivable rights under New York law, including any rights to cancel regulated service contracts if such laws are determined to apply to this Agreement. Any refund that is required under New York law will be issued in accordance with statutory timelines.

15.5. Texas Notice

Texas regulates service contracts that provide repair, replacement, or indemnity for consumer goods. Because this Agreement does not include repair of hardware, replacement of components, or payment for replacement parts, it may not constitute a regulated service contract under Texas law. Texas customers retain all non waivable remedies under the Texas Deceptive Trade Practices Act.

15.6. Virginia Notice

Virginia's Service Contract Act applies to agreements that cover repair, replacement, or performance of mechanical or electrical parts. This Agreement does not cover repair or replacement and therefore may not fall under the Act. Virginia customers retain all non waivable rights under Virginia law, including any rights to cancel regulated service contracts if such laws are determined to apply to this Agreement. Any refund mandated by Virginia law will be issued within the required statutory period.

15.7. Washington State Notice

Washington regulates service contracts that provide for the repair, replacement, or reimbursement of the cost of repair or replacement of consumer goods. Since this Agreement does not cover repair or replacement of hardware, it may not fall under Washington's service contract regulation. Washington customers retain all rights available under Washington consumer law.

15.8. South Carolina Notice

While this Agreement does not meet the definition of a regulated service contract under South Carolina law because it does not provide repair or replacement of consumer goods, South Carolina customers may file consumer complaints with the South Carolina Department of Consumer Affairs, 293 Greystone Blvd, Columbia, SC 29210, telephone 803-734-4200.

15.9. Illinois Notice

Illinois law regulates service contracts that include repair, replacement, or correction of consumer products. This Agreement does not include repair, replacement parts, or the correction of hardware defects, and therefore may not fall under the Illinois Service Contract Act. Illinois customers retain all non waivable rights under state law.

15.10. Minnesota Notice

Minnesota law defines a service contract as an agreement to repair, replace, or maintain a product due to defect or normal wear. This Agreement does not cover repair or replacement and therefore may not be classified as a regulated service contract in Minnesota. Minnesota consumers maintain all state consumer protection rights.

16. No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of Rackables LLC and the Customer. No other person or entity, including but not limited to employees, contractors, affiliates, resellers, distributors, end users, or downstream customers of the Customer, shall have any rights, claims, or remedies under this Agreement. Nothing in this Agreement creates any third party beneficiary rights or allows any third party to enforce any term or condition of this Agreement. Only the parties identified in Section 2 have standing to enforce or interpret this Agreement.

17. Force Majeure

Rackables and NetFire shall not be liable for any delay, failure, or inability to perform any obligation under this Agreement when such delay or failure is caused by events beyond their reasonable control. Such events may include natural disasters; fires, floods, storms, or explosions; power failures or utility interruptions; network or telecommunications outages or failures; epidemics or pandemics; governmental actions; labor disputes; supply chain disruptions; riots or civil disturbances; acts of terrorism or war; or failures of third party providers or vendors.

During a force majeure event, Rackables' performance obligations will be suspended for the duration of the event and will resume as soon as the event is resolved. The Customer remains responsible for all payment obligations during any force majeure event. If a force majeure event continues for more than sixty days, Rackables may terminate the Agreement without penalty.

Nothing in this section requires Rackables or NetFire to undertake activities that would endanger personnel or violate applicable laws or safety standards.

18. Notices

All notices required or permitted under this Agreement must be in writing and shall be deemed properly given when delivered by any of the following methods:

1. Certified mail or registered mail, return receipt requested.
2. A nationally recognized courier service that provides delivery confirmation.
3. Email sent to the official notice address designated by each party, provided that the sender receives no bounce back or error message and the receiving party acknowledges receipt.
4. Delivery in person with written acknowledgment of receipt.

Notices to Rackables must be sent to the primary corporate address published on Rackables' official website or to a notice address provided by Rackables in writing. Notices to the Customer will be sent to the billing address or email address associated with the Customer's account unless the Customer provides a different notice address in writing.

Operational communications, support requests, or Incident submissions are not considered "Notices" under this section and must be submitted through approved Support Channels.

19. Confidentiality

During the term of this Agreement, each party may have access to confidential or proprietary information of the other party. "Confidential Information" includes, without limitation, device configurations, network diagrams, diagnostic outputs, operational procedures, business processes, internal documentation, account information, monitoring data, and any information marked or reasonably understood to be confidential. Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party without confidentiality restrictions.

Each party agrees to protect the other party's Confidential Information using the same degree of care that it uses to protect its own confidential information, and in no event less than a reasonable standard of care. Confidential Information may be used only for the purposes of performing obligations under this Agreement. Confidential Information may be disclosed to employees, contractors, or service partners only when they have a legitimate need to know and are under written obligations to maintain confidentiality.

A party may disclose Confidential Information when required by law, subpoena, or court order, provided that the receiving party gives prompt notice to the disclosing party (unless legally prohibited) to allow an opportunity to seek protective measures. Confidentiality obligations will continue for three years after expiration or termination of this Agreement. Confidentiality obligations regarding trade secrets will continue for as long as such information remains a trade secret under applicable law.

Nothing in this section grants either party ownership rights in the other party's Confidential Information.

20. Acceptance and Execution

By selecting a Rackables Device Support Plan, adding it to the cart, placing an order, completing the checkout process, or checking any box or control indicating agreement to the terms of this Service Agreement, the Customer acknowledges and agrees that they have read, understood, and accepted all terms and conditions contained in this Agreement. The Customer further agrees that any of these actions constitute a binding legal agreement between Rackables LLC and the Customer, equivalent to a written signature.

The Customer represents that the individual selecting the plan, adding it to the cart, or completing the purchase is authorized to enter into this Agreement on behalf of the Customer. The Customer agrees that Rackables' records of electronic acceptance, order placement, cart submission, or plan enrollment are sufficient to demonstrate agreement to the terms of this Service Agreement in the event of any dispute regarding acceptance or enforceability.

This Agreement becomes effective on the date the Customer selects a plan for purchase or otherwise completes the ordering process, and it remains in full force and effect according to the terms specified herein.

20.1. Electronic Signatures and Counterparts

The Customer agrees that electronic signatures, electronic records, and electronic acceptance of this Agreement have the same legal effect as handwritten signatures. This Agreement may be executed or accepted in counterparts, each of which is deemed an original, and all of which together constitute a single binding instrument.

21. Rackables LLC Contact Information

All formal notices, written communications, and legal correspondence required under this Agreement must be directed to Rackables LLC at the following address or any updated address that Rackables publishes on its official website or provides to the Customer in writing:

Rackables LLC
432 Sand Shore RD
STE 8
Hackettstown, New Jersey 07840

The Customer is responsible for ensuring that all notices sent to Rackables are transmitted using one of the approved delivery methods described in Section 18, including certified mail, courier delivery, or other written methods that provide confirmation of receipt.