Support Terms and Conditions

Cryonix LLC

These Terms and Conditions (“Terms”) apply to Support Services or Extended Warranty purchased via a Customer-generated Purchase Order for equipment and software itemized in the linked quote or invoice provided by Cryonix LLC under its Bluechiip® brand.

By purchasing these Support Services or Extended Warranty, the Customer agrees to the Terms and Conditions below.

1. Scope

1.1 Definitions

Agreement means the agreement between Cryonix LLC and the Customer for the provision of Support Services or Extended Warranty in accordance with these Terms.

Software Update means any release of Bluechiip® software that Cryonix LLC requires for continued use of the system or other Products. Updates may include minor enhancements and/or fixes to address performance or compatibility issues.

Software Upgrade means any optional release of Bluechiip® software that is not required for continued operation but offers enhanced functionality or new features. Upgrades may incur additional implementation fees.

Specification means the official Cryonix LLC specifications for each Product, as published in the applicable Bluechiip® documentation.

Standard Terms and Conditions means Cryonix LLC’s Standard Terms and Conditions that apply to all purchases of Bluechiip® products, consumables, software, and services, available at https://www.bluechiip.com/terms-conditions.

Support Fees means the fees quoted to the Customer specific to its Bluechiip® Products.

Support Hours means 8:00 a.m. to 8:00 p.m. Eastern Standard Time, Monday through Friday, excluding U.S. federal holidays.

Support Services i(interchangeable with Extended Warranty) means:
(i) repairing or restoring Products to a condition that meets the applicable Specifications (“Conforming Product”); and/or
(ii) replacing such Products with Conforming Products.

Support Period means the period beginning on the date Cryonix LLC invoices the Support Fees and ending on the anniversary of that date, unless terminated earlier under these Terms.

Support Personnel means Cryonix LLC’s technical support representatives, trained service employees, or field technicians.

1.2 Term

Support Services or Extended Warranty shall commence for each Product on the date the Support Fees are invoiced and, subject to payment and termination conditions, shall expire on the corresponding anniversary date.

Cryonix LLC may terminate Support Services by written notice if the Customer fails to make payments when due.

2. The Support Services

2.1 Cryonix LLC to Provide Support Services

During the Support Period, Cryonix LLC shall provide Support Services to the Customer, subject to the Customer’s timely payment of all Support Fees and compliance with Cryonix LLC’s Standard Terms and Conditions.

2.2 Manner of Providing the Support Services

Support may be provided through digital communication, remote technical assistance, telephone, or on-site support, as determined by Cryonix LLC at its discretion based on the nature of the issue.

Cryonix Support Personnel are available during the Support Hours and will make good-faith efforts to respond within two (2) hours of receipt of a service request.

For technical issues requiring on-site support, Cryonix LLC will dispatch service personnel at a mutually agreed time.
On-site services are provided between 8:00 a.m. and 5:00 p.m., Customer’s local time, on business days.

Contact: Customers should email [email protected] or contact their assigned Cryonix Field Product Specialist.

Repairs may be performed using new or refurbished components meeting Cryonix LLC’s performance standards.

2.3 Limited Warranty on Repaired or Replaced Product

(a) This warranty applies to replacement Products provided as part of Support Services.
(b) Cryonix LLC warrants that, at delivery and for three (3) months thereafter, replacement Products will substantially conform to the applicable Specifications.

This warranty constitutes Cryonix LLC’s sole liability for non-conforming replacement Products and is in lieu of all other warranties, express or implied.

(c) Cryonix LLC may, at its sole discretion, (i) replace the non-conforming Product again, or (ii) issue a credit for its value, provided the Customer cooperates in diagnosing the issue.
(d) This warranty does not apply to Products damaged by misuse, neglect, improper maintenance, unsuitable environmental conditions, or other factors outside Cryonix LLC’s reasonable control.

2.4 Right to Inspect

Before providing Support Services, Cryonix LLC may inspect the Product to confirm its condition and determine required actions.

Costs related to such inspections (including parts, shipping, or travel) are excluded from these Terms and will be charged to the Customer if not covered by warranty.

2.5 Relocation of Products

Services related to moving or relocating any Product are not covered under Support Fees. Cryonix LLC may charge at prevailing time-and-materials rates for relocation services and associated travel expenses.

Initial installation of Products at the Customer’s premises is included and not subject to additional fees.

2.6 Preventative Maintenance

Cryonix Support Personnel may perform preventative maintenance during the Support Period at mutually agreed times, typically alongside other service visits.

This may include inspection, calibration, alignment, lubrication, or parts replacement as deemed necessary.
The Customer agrees to cooperate in scheduling and facilitating such maintenance.

2.7 Qualifications

Cryonix LLC is not required to provide Support Services for any Product that:
(i) has been modified, misused, or improperly maintained;
(ii) has missing or altered identification markings;
(iii) has been exposed to conditions inconsistent with Specifications; or
(iv) lacks mandatory software updates provided by Cryonix LLC.

Support is also excluded where the Customer fails to provide reasonable access, information, or cooperation required by Cryonix LLC to deliver services.

3. Software License, Updates and Upgrades

By purchasing Support Services, the Customer obtains a continued software licence for Bluechiip® systems across supported equipment, in accordance with Section 2 of Cryonix LLC’s Standard Terms and Conditions.

(a) Support includes all mandatory Software Updates and Reader firmware upgrades released during the Support Period. The Customer must install such updates promptly and may be required to confirm implementation in writing.
(b) Optional Software Upgrades offering new features or functionality may be provided for an additional fee at the Customer’s discretion.

Cryonix LLC makes no representations or warranties about the frequency, timing, or content of future software releases.

4. Shipping

Cryonix LLC will cover shipping and handling costs for repaired or replacement Products or parts shipped within the United States under these Terms.

The Customer will bear all shipping or handling costs where the issue arises from misuse, damage, or other excluded circumstances under Section 2.7.

5. Customer’s Obligations

The Customer agrees to:
(a) Provide reasonable access and cooperation to Cryonix Support Personnel, including physical or remote access to Products.
(b) Permit only Cryonix LLC or its authorised representatives to service the Products.
(c) Ensure all operators are properly trained in the use and limitations of Bluechiip® Products.
(d) Maintain Products in accordance with their documentation and environmental requirements.
(e) Relocate Products only with Cryonix LLC’s prior written consent.

6. Fees and Payment

6.1 Payment Terms

All Support Fees must be paid in advance in accordance with the conditions listed in the applicable quotation or invoice.
Cryonix LLC may adjust fees periodically to reflect changes in labour or material costs, with 60 days’ notice.

6.2 Additional Services

Any support required due to Customer non-compliance (Sections 2.7 or 5) will be charged at Cryonix LLC’s prevailing time-and-materials rates. Such work is outside the scope of these Support Services.

6.3 Non-Payment

Cryonix LLC may suspend Support Services for any overdue payments. Late balances will accrue interest at 1.5% per month, compounded monthly, until paid.

7. Confidentiality

Each party (“Receiving Party”) shall treat as confidential all non-public, proprietary, or technical information disclosed by the other (“Disclosing Party”) in connection with these Terms, whether disclosed in writing, orally, or electronically, and whether before or after the Effective Date (“Confidential Information”).

The Receiving Party shall:
(a) use the Confidential Information solely for performing its obligations or exercising its rights under these Terms;
(b) not disclose Confidential Information to any third party except to its employees, officers, contractors, advisors, or affiliates who need to know the information for that purpose and are bound by confidentiality obligations at least as restrictive as those set out herein; and
(c) protect such information with the same degree of care it uses for its own confidential information, but in no case less than a reasonable degree of care.

Confidential Information does not include information that:
(i) is or becomes publicly available through no fault of the Receiving Party;
(ii) was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
(iii) is rightfully obtained by the Receiving Party from a third party without restriction; or
(iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Each party shall maintain confidentiality during the Support Period and for five (5) years thereafter, except to the extent disclosure is required by applicable law, regulation, or a court or governmental order (in which case the Receiving Party shall, where lawful, provide prior notice to the Disclosing Party).

Nothing in this Section grants any licence or right in the other party’s Confidential Information, intellectual property, or trade secrets except as expressly provided in these Terms. Each party reserves all rights in its Confidential Information not expressly granted hereunder.

For the avoidance of doubt, Cryonix LLC may perform its obligations under these Terms directly or through its affiliates, including Cryonix Pty Ltd (Australia). All Confidential Information disclosed to Cryonix LLC shall be deemed disclosed equally to Cryonix Pty Ltd for the limited purpose of fulfilling such obligations, and Cryonix LLC shall ensure that any such affiliate complies with the confidentiality obligations set out in this Section as if it were a party hereto.

8. General

8.1 Limitation of Liability

Cryonix LLC will perform Support Services in a professional and diligent manner.

To the maximum extent permitted by law, Cryonix LLC disclaims all implied warranties and limits its liability to the fees paid for the affected Support Services or replacement of the Product, whichever is less.

8.2 Termination

Either party may terminate these Terms by providing thirty (30) days’ written notice if the other party materially breaches and fails to cure within that period.

If terminated due to Cryonix LLC’s breach, Cryonix LLC will refund any prepaid Support Fees on a pro-rata basis for the unused portion of the Support Period.

8.3 Force Majeure

Neither party shall be liable for delay or failure to perform caused by circumstances beyond reasonable control, including natural disasters, epidemics, pandemics, war, terrorism, cyber attacks, civil unrest, supply-chain interruptions, or government restrictions. If such an event continues for more than three (3) months, either party may terminate the agreement by written notice.

8.4 Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior communications or agreements regarding the subject matter.

8.5 No Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.

8.6 Severability

If any provision is held invalid or unenforceable, it shall be severed and the remainder shall remain in full force and effect.

8.7 No Variation

These Terms may only be amended by a written agreement signed by both parties.

8.8 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, USA. Each party irrevocably submits to the exclusive jurisdiction of the courts of Nevada for all matters relating to this Agreement.

Cryonix LLC
930 S 4th St, Ste 209 #5549
Las Vegas, Nevada 89101 USA