The Tech Savers Service Agreement
1. ENTIRE AGREEMENT
This Service Agreement (“Service Agreement”) authorizes The Tech Savers to provide computer and IT consulting services (“Service”), hardware, and software as may be agreed to from time to time between a customer or his/her/its authorizing agent (“You” or “Your”). “The Tech Savers” means PC’s Without Problems, LLC, with its principal place of business at 1050 Concord Road SE, Smyrna, Georgia 30080, United States.
This Service Agreement shall govern any services rendered by The Tech Savers to You and any product service quote, purchase order, and invoice issued from time to time by and between The Tech Savers and You (collectively “Order”). If there is a discrepancy in the terms of this Service Agreement and a specific Order, the terms of this Service Agreement shall control. The terms and conditions of this Service Agreement may not be modified or amended other than by a written document (electronically or otherwise).
2. ACCEPTANCE OF TERMS
You can accept this Agreement by accepting the deliverables under an Order in which case you understand and agree that The Tech Savers will treat your acceptance of deliverables and use of Services as acceptance of this Service Agreement from that point forward. If You are an individual, You acknowledge that You are over the age of 18 years.
- If the Order includes installation of hardware, software, or a network or backup system, The Tech Savers will provide You with the hardware (“Equipment’) and software (“Software”) listed on the Order. The Tech Savers will fully configure and test the Equipment and perform an initial test of the Software prior to completion of the Installation.
- If Your Order includes the installation with computer equipment that you provide or own, You are solely responsible for backing up all of Your existing computer files and data prior to the Installation and for impacts to or loss of any warranty associated with the opening of such equipment for installation of an internal card (such as a Network Interface Card).
- BACKUP SERVICES
- If the Order includes backup services (“Backup Service”) by The Tech Savers, Tech Savers shall install on your computer system certain software that permits designated data and other computer files (“Designated Backup Data”) to be backed up remotely to computer servers maintained by The Tech Savers. You give The Tech Savers a license to have access to your computer system and Designated Backup Data for such purpose. The Tech Savers shall perform an initial backup of all Designated Backup Data; thereafter, the backup shall be incremental to the initial backup, including only changed Designated Backup Data. You and The Tech Savers may agree to additional regular full backups.
- If your Order for Backup Service has a specific initial term (such as twelve (12) months) this Service Agreement will continue on a month-to-month basis after the initial term is over. The Tech Savers reserves the right to change prices of any Backup Service upon thirty (30) days notice after a specific initial term (if any). The Tech Savers reserves the right to change features of the Backup Service with thirty (30) days notice (or sooner if required by law).
- The Tech Savers shall perform the Backup Service upon the schedule agreed to by You in the Order and for the Designated Backup Data. However, The Tech Savers shall not be responsible for its inability to perform a scheduled backup due to:
- Inability to connect to Your computer system due to power or Internet connectivity failure at Your location;
- Changes to the location on Your computer of Designated Backup Data; additional locations on Your computer of Designated Backup Data that are not already included in the backup directory; or, changes to Your computer system networking infrastructure (such as new firewalls, routers, switches or hubs). It is Your responsibility to advise The Tech Savers as soon as possible about any of these types of changes to allow The Tech Savers to determine whether the Backup Service can be modified to accommodate these changes.
- The Order for The Backup Service may limit the amount of data (“Backup Maximum”) that you can backup to the servers of The Tech Savers or may be priced according to the amount of storage space You use. If You exceed the Backup Maximum, the scheduled backup will fail, in which event, The Tech Savers shall contact You to about purchasing additional space. Until such time as you purchase additional space, no new backups can be completed.
c. OTHER SERVICES
If the Order includes Services other than Backup Services, You agree to allow The Tech Savers access to Your computer system for the purposes under this Agreement during regular business hours and, if necessary, during other hours for emergency situations. The Tech Savers may subcontract to other service providers, but shall remain responsible for any work by such subcontractors.
4. ACCEPTABLE USE
- You agree to use the Services and any Software sublicensed to you by The Tech Savers only for purposes that are permitted by (a) this Service Agreement; (b) any applicable law or regulation, including but not limited to any laws regarding the export of data or software to and from the United States or other relevant countries; and (c) any third party Software license. You agree that any software and data or other computer files that You provide for use with the computer system as to which The Tech Savers provides Services shall be lawfully licensed to You and You have the right to allow such use by The Tech Savers. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). Unless You have been specifically permitted in an Order, You agree that You will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
- You agree and understand that You are responsible for maintaining the confidentiality of passwords associated with any account, computer software, or computer hardware used to access the Services and shall be responsible for any activities that occur as a result of Your disclosure of passwords to anyone other than The Tech Savers.
- You agree that You, and not The Tech Savers, are solely responsible for any data or other computer files that You create and cause to be stored, transmitted or displayed during the operation of the Services and for the consequences of Your actions (including any loss or damage which The Tech Savers may suffer) by doing so.
5. PRIVACY; MONITORING THE SERVICES
The Tech Savers agrees to maintain in confidence any data or other computer files to which The Tech Savers has access during its performance of Services. Notwithstanding the foregoing, The Tech Savers has no obligation to monitor the Services, except with respect to monitoring whether Your Backup Service (if any) runs as scheduled and whether the backup has completed or failed (and then, does not monitor the content of the backup). The Tech Savers may disclose information regarding use of the Services for any reason if The Tech Savers, in its sole discretion, believes that it is reasonable to do so, including to: satisfy laws, regulations, or governmental or legal requests; operate any Services (including, but not limited to the Backup Services) properly; or protect itself and its other customers. The Tech Savers may immediately remove Your material or information from The Tech Savers’ servers, in whole or in part, which The Tech Savers, in its sole and absolute discretion, determines to infringe another’s property rights or to violate the applicable law.
6. FEES AND PAYMENT
- You are responsible for payment of all charges for deliverables furnished to You under an Order, including, without limitation any Services. Customer hereby authorizes The Tech Savers to make any investigations of credit worthiness of Customer that The Tech Savers deems necessary. You shall be responsible for payment of all applicable taxes and/or government fees, which will be included as additional charges on related invoices. You are liable for all charges that continue to accrue regardless of actual usage of Services, until You specifically notify The Tech Savers of Service cancellation in writing.
- Backup Service – Unless otherwise described in an Order, The Tech Savers shall invoice You in advance for six (6) months of Backup Service and shall continue to so invoice every six months until the Backup Service is terminated in accordance with this Service Agreement.
- Other Services – Unless otherwise described in an Order, The Tech Savers will invoice You for service charges and any related Hardware and Software charges, upon completion of the Services.
- Invoices shall be due and payable fifteen (15) days from the date of the invoice. The Tech Savers, at its sole discretion, reserves the right to suspend or cancel service at any time for delinquency. All charges are considered valid unless disputed in writing within thirty (30) days of the billing date. Adjustments will not be made for charges that are more than thirty days old.
- You agree to pay interest on all delinquent amounts owed to The Tech Savers that remain unpaid after thirty (30) days from the date of the invoice. The amount of the interest is computed by applying the monthly periodic rate (as hereinafter defined) to all outstanding delinquent balances. The “periodic rate” is equal to one and one half percent (1.5%) (unless otherwise indicated by applicable law), which is equivalent to an annual percentage rate of eighteen percent (18%). The Tech Savers will charge the MAXIMUM fee allowed by state law for any returned check. In the event The Tech Savers must file a legal action to collect any overdue amounts, The Tech Savers may recover its attorney’s fees in the amount of fifteen percent (15%) of the amount invoice.
7. WARRANTIES; DISCLAIMER OF WARRANTIES
- EQUIPMENT – THE TECH SAVERS MAKES NO WARRANTY REGARDING EQUIPMENT DELIVERED UNDER AN ORDER, BUT SHALL TAKE ALL STEPS NECESSARY TO PASS ALONG ANY MANUFACTURER’S WARRANTY TO YOU.
- SOFTWARE – THE TECH SAVERS MAKES NO WARRANTY REGARDING THIRD PARTY SOFTWARE DELIVERED UNDER AN ORDER, BUT SHALL TAKE ALL STEPS NECESSARY TO PASS ALONG ANY MANUFACTURER’S LICENSE AND WARRANTY TO YOU.
- BACKUP SERVICES – BACKUP SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE TECH SAVERS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
- OTHER SERVICES – THE TECH SAVERS SHALL PERFORM ALL OTHER SERVICES IN A WORKMANLIKE MANNER CONSISTENT WITH REASONABLE PRACTICES IN THIS INDUSTRY.
- OTHER THAN AS SET FORTH IN THIS SERVICE AGREEMENT OR SPECIFICALLY IN AN ORDER, THE TECH SAVERS MAKES NO EXPRESS WARRANTIES AND WAIVES ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE TECH SAVERS OR THE INTERNET GENERALLY. NO ADVICE OR INFORMATION GIVEN BY THE TECH SAVERS OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. Notwithstanding the foregoing, nonperformance of The Tech Savers shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, terrorism, or orders or restrictions or other similar reason where failure to perform is beyond the control of Customer and is not caused by the negligence of The Tech Savers (“Force Majeure”). The obligations and rights of The Tech Savers shall be excluded on a day-to-day basis for a period of time equal to that of the underlying cause of the delay.
8. LIMITATION OF LIABILITY
- THE TECH SAVERS IS NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICES OR THE INTERNET INCLUDING ANY INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, THE TECH SAVERS’ CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF CHARGES INVOICED TO YOU DURING THE ONE-YEAR PERIOD PRIOR TO THE DATE GIVING RISE TO THE CLAIM. YOUR SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT ARE AS EXPRESSLY SET OUT IN THIS AGREEMENT. ANY WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
- THE TECH SAVERS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM: OTHER USERS ACCESSING YOUR COMPUTER; SECURITY BREACHES; EAVESDROPPING; DENIAL OF SERVICE ATTACKS; INTERCEPTION OF TRAFFIC BY AN UNAUTHORIZED PERSON; OR, THE USE OF THE EQUIPMENT OR SERVICES BY YOU OR A THIRD PARTY THAT INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS, PROPRIETARY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.
- The foregoing shall not apply to the gross or intentional misconduct of The Tech Savers, its officers, employees, agents, contractors and representatives. Your sole and exclusive remedies under this Agreement are set out in this Agreement. YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
- You agree to defend, indemnify and hold harmless The Tech Savers from all third-party claims, liabilities and expenses, including attorney’s fees, arising out of activities with respect to deliverables under an Order, from (i) injury to or death of any person (including The Tech Saver’s personnel); (ii) damage to or destruction of property; or (iii) breach of any term of this Service Agreement by You. The Tech Savers reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You hereunder.
- The Tech Savers agrees to defend, indemnify and hold harmless You from all third-party claims, liabilities and expenses, including reasonable attorney’s fees, arising out of activities with respect to deliverables under an Order, from (i) injury to or death of any person (including Your personnel); (ii) damage to or destruction of property; or (iii) breach of any term of this Service Agreement by The Tech Savers. If the claim arises out of an alleged infringement intellectual property: (i) The Tech Savers may, at it’s option: procure for such You, at it’s expense, a license from the patent, copyright or other proprietary right owner to use the Software or Services; or modify or replace the offending portion of the Software or Services and, at it’s expense, to make the Software or Services non-infringing without materially impairing their usefulness or performance; and (ii) The Tech Savers shall have no obligation to indemnify You if such claim results from Your use of Hardware, Software, or Services or combination thereof that is not in conformance with this Service Agreement or any Order.
- The indemnification obligations described in this Section 9 shall be limited to the extent the claims result from the gross negligence or intentional misconduct of the party seeking to be indemnified.
10. TERMINATION OF SERVICE
- Termination by The Tech Savers for Cause. If You fail to make any payment to The Tech Savers for thirty (30) days or more, The Tech Savers may terminate this Agreement and/or disable the Service. To re-enable Service, The Tech Savers will require a reconnection fee. The Tech Savers may terminate Your account immediately if (i) it determines, in its sole discretion, that You have violated any of the other provisions of the Agreement; or (ii) if the other You are unable to pay Your debts as due, or enter into or file (or have filed or commenced against it without dismissal within 90 days) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or similar laws of the United States or any state of the United States.
- Termination for Convenience. Unless an initial service term is provided for in an Order, Service that is rendered on a monthly basis, including without limitation Backup Service, may be terminated by You or The Tech Savers for any reason effective at the end of a calendar month by providing written notice to the other party at least sixty (60) days prior to the requested termination date.
- Effects of Termination. Termination does not affect Your obligations under this Service Agreement or the applicable Order, including Your obligation to pay all fees for Services rendered prior to termination and any charges incurred by such termination. If Your account includes space on The Tech Savers’ server, anything stored on this space will be deleted upon inactivation.
11. MODIFICATIONS OF AGREEMENT
The terms and conditions of this Service Agreement may be amended from time to time by The Tech Savers by posting to its Website at www.TheTechSavers.com.
12. DISPUTE RESOLUTION
This Agreement is governed by Georgia law without regard to conflict of law provisions. This Agreement shall be binding upon and inure to the benefit of the parties and their representatives, successors, and assigns. You agree that any legal action between You and The Tech Savers shall be filed only in the state or federal courts within Cobb County, Georgia, or the Northern District of Georgia.
Customer may not assign its rights or interests under this Agreement without The Tech Savers’ prior written consent, and any attempted assignment without such consent shall be null and void. If any provision of this Agreement is held to be illegal, invalid or unenforceable for any reason whatsoever, then (i) such provision shall be fully severable, or (ii) in the process of dispute resolution, the arbitrator shall have the power to modify such unenforceable provision so as to render the modified provision legal, valid and enforceable; and, in either such event the remaining provisions of this Agreement shall continue to full force and effect.
14. CONTACT INFORMATION
If You have questions, problems, want to add services, or want to cancel Your Service, contact The Tech Savers at:
The Tech Savers
Attention: Customer Service
4480 South Cobb Drive
Smyrna, GA 30080
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