TERMS & CONDITIONS

Terms & Conditions

Charges:

o Minimum Charges: There are no Minimum Charges for any Maintenance Service Plan (MSP).

o Emergency Rate Charges: There are no Emergency Rate (respond onsite in less than 2 hours) charges for any MSP.

o Onsite work vs. remote/phone work.

Ø Under the Break/Fix plan, both onsite and phone/remote work is charged. Travel time to the client is charged for Onsite work.

Ø Under the Super Hero and Hero MSPs, only onsite work is charged. There are no charges for remote/phone work. Travel time to the client is charged for Onsite work.

Ø Under the Legend MSP, neither onsite nor remote/phone work is charged.

o After-Hours Charges: Under the Break/Fix, Hero, and Super Hero MSPs, the ‘Standard Hourly Rate’ is for services that are provided during ‘Normal Business Hours’ (8am to 5pm, Mon. thru Fri., excluding holidays). An additional 50% will be applied to the ‘Standard Hourly Rate’ for hours outside of these ‘Normal Business Hours’. Hours which fall outside of the ‘Normal Business Hours’ are defined as ‘After-Hours’. There is no After-Hours Rate for Legend MSPs.

o Legend clients are not charged an After-Hours Rate or any rate at all for After-Hours work.

Additional Terms

A) These charges are considered fair and reasonable, and will be enforced, as time is Business Computer Services of Sacramento’s primary resource

B) Client’ will be invoiced on a monthly basis. Invoices will be emailed to designated ‘Client’ recipients.

C) Terms for Services and Product Sales are ‘Due on Receipt’ after reception of the monthly invoice: Payments received more than ten (10) days late are subject to a ten present (10%) late charge per invoice. Business Computer Services of Sacramento reserves the right to suspend all work, until the account is brought current. In the event that the ‘Client’ invoice is more than thirty (30) days past due, the ‘Client’ agrees to bear full responsibility and reimburse Business Computer Services of Sacramento for any and all collection costs incurred by Business Computer Services of Sacramento due to the Client’s non-payment or late payment of fees and other costs. Such collection costs may include but are not limited to, attorney fees and court costs.

D) Signed Purchase Authorizations and/or Credit Applications may be required to proceed with product sales. Checks and credit cards are accepted. “Any instrument of payment (Check, EFT, ACH, etc.)”, rejected by a banking institution, is subject to a processing fee of $100.00. A 15% restocking fee will be charged for any returned merchandise, unless it was a mistake of Business Computer Services of Sacramento. Software and software licenses are not refundable.

E) If ‘Client’ is past due or has outstanding balances, Business Computer Services of Sacramento has authorization to charge the Client’s credit card for the billed amount.

F) Responsibility for Business Computer Services of Sacramento Employees: All personnel provided by Business Computer Services of Sacramento to perform any Services shall be considered Business Computer Services of Sacramento’s employees or agents, and Business Computer Services of Sacramento shall be responsible for payment of fees or salaries (including the withholding or payment of all payroll or income taxes), worker's compensation, disability benefits and the like for such personnel.

G) Non-Solicitation of Business Computer Services of Sacramento Agents or Employees: ‘Client’ agrees to not recruit, solicit, hire or retain any Business Computer Services of Sacramento agents or employees for employment or work of any kind, either as an employee or an independent contractor, during the duration of Business Computer Services of Sacramento servicing ‘Client’ for a period of five (5) years after expiration or termination of this Agreement. ‘Client’ acknowledges the substantial amount of time, money, and effort that Business Computer Services of Sacramento has spent and will spend in recruitment of competent employees. If ‘Client’ wishes to employ any Business Computer Services of Sacramento employee or agent, ‘Client’ shall pay Business Computer Services of Sacramento the full amount of salary of the employee or contractor for three-hundred and sixty-five (365) days of work.

H) Sanctity of Administrator Password: ‘Client’ agrees that all reasonable attempts will be made to ensure only authorized and properly trained ‘Client’ employees are privy to the current administrator password(s). Business Computer Services of Sacramento recommends that a minimum of two ‘Client’ employees, but no more than three, be entrusted with this responsibility.

I) Liability: Business Computer Services of Sacramento warrants to ‘Client’ that the services and labor performed as part of this Service Request Agreement will have the quality associated with a professional technical consultant. Business Computer Services of Sacramento offers no guarantees or warranties as to system availability and functionality during any phase of its support services and makes no guarantees or warranties regarding the ability to resolve computer-related problems, to recover data, to avoid losing data, or to prevent loss of income. Business Computer Services of Sacramento makes no other warranties, that products delivered under this Service Request Agreement, are fit for merchantability. In no event shall Business Computer Services of Sacramento be liable to the ‘Client’ for any loss of profit, loss of business, consequential, or any other damages as a result of work performed under this Service Request Agreement. In the event that this limitation of damages is held unenforceable, then the parties agree that all liability to ‘Client’ shall be limited to one-thousand dollars ($1,000).

J) Delays: Neither party shall be liable for any failure or delay in performing its obligations under this agreement or for any loss or damage resulting there from, due to causes beyond its reasonable control. In the event of such failure or delay, the date of delivery or performance shall be extended for a period not to exceed the time lost by reason of the failure or delay; provided that either party may terminate this agreement in writing if the period of failure or delay exceeds thirty days. Each party shall notify the other promptly of any failure or delay and the effect on its performance. K) Projects and Hardware/Software This contract describes Information Technology consulting services for maintenance and repairs only. Business Computer Services of Sacramento can provide additional quotes for any projects, such as installing servers, workstations, routers, firewalls, installing network cabling, installing Voice Over IP systems, etc. All projects will fall under the terms of this Service Request Agreement.

L) Data Confidentiality All data and information created or derived from Business Computer Services of Sacramento as the result of services performed by Business Computer Services of Sacramento under this Service Agreement shall remain the exclusive property of ‘Client’ and/or its clients. Business Computer Services of Sacramento and ‘Client’ mutually agree not to disclose confidential or proprietary information that has been identified as such by either party.

M) Indemnification Business Computer Services of Sacramento agrees to indemnify and hold harmless Client, its agents and employees from any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind whatsoever arising out of the negligent acts or omissions of Business Computer Services of Sacramento or its officers, agents, employees, assignees, subcontractors or independent contractors, except to the extent any injury, claim action, lawsuit, damage, judgment or liability caused by or contributed to by the negligence of Client, its agents, servants, employees or staff. Client agrees to indemnify and hold harmless Business Computer Services of Sacramento, its agents, servants, employees, contractors and representatives from any and all injuries, claims, actions, lawsuits, damages, judgments or liabilities of any kind whatsoever arising out of the negligent acts or omissions of Client, its agents and employees, except to the extent any injury, claim action, lawsuit, damage, judgment or liability caused by or contributed to by the negligence of Business Computer Services of Sacramento, its agents, servants, employees, contractors or representatives . This includes indemnification against loss of data, business loss, or downtime. Business Computer Services of Sacramento also agrees to replace any damaged hardware with a replacement that is equal to or greater than the value of the damaged equipment.

N) Dispute Resolution Should a dispute arise with regard to the enforcement or application of any provisions of this Service Request Agreement, the parties agree to binding arbitration by a mediator associated with the American Arbitration Association. The mediator’s arbitration decision will be enforceable according to the laws of the State of California.

O) Jurisdiction The laws of the United States and the State of California shall govern this agreement, its terms and conditions. ‘Client’ agrees that the proper forum for any claim arising under this agreement shall be in the State of California. If any one or more provisions of this agreement shall be found to be unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

P) Purchases No hardware, software, or services shall be purchased directly from a Business Computer Services of Sacramento contract engineer, unless that engineer is an employee of Business Computer Services of Sacramento. Business Computer Services of Sacramento will provide assistance in the purchasing of hardware, software, or services, if client requests. Due to its often complex and technical nature, all time spent researching hardware, software, and services is chargeable, whether hardware, software or services are purchased or not.

Q) Termination 'Client’ will provide a thirty (30) day termination notice of contract to Business Computer Services of Sacramento. The ‘Client’ is financially responsible for current MSP rate for 30 days after termination notice. If ‘Client’ is under contract period, ‘Client’ is financially responsible for remainder of contract.

R) Additions to this contract 1) Business Computer Services of Sacramento will respond to a service request from any ‘Client’ employee, unless ‘Client ‘ provides a list of approved ‘Client’ personnel. 2) If customer is subscribed to a Maintenance Service Plan Maintenance, monitoring will be performed on an ongoing, pro-active basis, to eliminate any ‘future’ issues or downtime, and to increase uptime and performance. This will include, but is not limited to: remoting into workstations, servers and other devices; checking event logs; tracking disk space, memory, CPU-utilization; updating Service Packs; checking backups, responding to monitoring alerts, and more.

4) Regardless of the Maintenance Service Plan, work shall be billable if the computer was last worked on by somebody other than Business Computer Services of Sacramento.

5) If Client does not receive a statement/invoice for any particular month(s), this does not relinquish the obligation to pay the monthly contracted amount.

6) The price for any monthly services will automatically be adjusted based on the quantity of: o Desktops o Laptops o Network devices o Servers o Email boxes that are covered by Business Computer Services of Sacramento AntiSpam o Data that is backed up using Business Computer Services of Sacramento Backup o Business Computer Services of Sacramento Anti-Spyware or Business Computer Services of Sacramento Anti-Virus that is deployed

7) If this contract is canceled for any reason, Business Computer Services of Sacramento shall provide all user ids and passwords for the client to access their system.

8) If this contract is canceled for any reason, Client and Business Computer Services of Sacramento both agree to sign and date a Client Termination Contract.

S) Independent Contractor Relationship For the purposes of this Service Request Agreement, Business Computer Services of Sacramento is an Independent Contractor to ‘Client’, and nothing contained in this Service Request Agreement shall be construed to place Business Computer Services of Sacramento and ‘Client’ in the relationship of partners, agent and principal, employee and employer, or joint venture partners. ‘Client’ agrees that it shall have no power or right to bind or obligate Business Computer Services of Sacramento, nor shall ‘Client’ hold itself out as having such authority. Business Computer Services of Sacramento is an independent contractor, and not an employee. Business Computer Services of Sacramento, as an independent contractor, will determine what needs to be done, what tools are necessary, and the order in which the work will be performed. Business Computer Services of Sacramento, as an independent contractor, will pay their own taxes.

Footnotes

1. 24x7 Network Operations Center (NOC) Preventive Maintenance Team. This team monitors and maintains preventative maintenance activities (Anti-Virus, Anti-Spyware and Security Patch Management). This team does not perform Anti-Virus installations/removals. 2. Standard Hourly Rate and After-Hours Rate: The ‘Standard Hourly Rate’ is for services that are performed during ‘Normal Business Hours’ (8am to 5pm, Mon. thru Fri., excluding holidays). An additional 50% will be applied to the ‘Standard Hourly Rate’ for hours outside of these ‘Normal Business Hours’, except for Platinum clients. Platinum clients are not charged for any ‘After-Hours’ work at all. ‘After-Hours’ are hours that fall outside ‘Normal Business Hours’. 3. Minimum Onsite Support: There is no minimum charge for onsite support for any MSP. Travel time is charged to the client (except for Platinum). 4. Minimum Remote/Phone Support: There is no minimum charge for Remote/Phone support for any MSP. 5. Legend Maintenance Service Plan. -Labor is not charged. All hardware and software costs will be charged. -Line-of-Business (LOB) applications labor is included within the monthly recurring charge. -There is no minimum Onsite time. -No rate is charged for After-Hours at all (other MSPs are charged 150% of Normal Rate). -Unlimited Remote/Onsite Support during both ‘Normal Business Hours’ and ‘After-Hours’ is included within the monthly recurring charge. ‘After-Hours’ is defined as any time that fall outside of ‘Normal Business Hours’”. ‘Normal Business Hours’ are defined as time that fall between 8am to 5pm, Mon. thru Fri., excluding holidays. -Home computers shall be repaired at the discounted Break/Fix rate of $65/hour or a Flat Fee of $190.00. -New installs that are ‘projects’ will be billed at $65/hr under an e-quote. ‘Projects’ include new server installs, firewalls, new company site setups, etc. -Wireless connections to productions servers, printers, and other devices are not supported. Wireless connections to browse the Internet are supported. -All hardware and software must be less than 3 years old. -Project-Type work (new installs) ($65/hr) applies/billed. 6. A ‘Network Device’ is a router, switch, firewall or network-attached printer. 7. Any work done on Backups, after 30 days of the initial installation, shall be charged at the applicable hourly rate, acc. to the MSP that is purchased. 8. Any work done on Fixed Price Contracts, which is performed after the Fixed Price Contract Completion Tests have been checked off and signed by the client, shall be charged at the applicable hourly rate, acc. to the MSP that is purchased. If no MSP is purchased, the rate will be the Break/Fix Rate of $120/hour. 9. If any computers are rebooted, it is standard procedure by Business Computer Services of Sacramento, to remote in and confirm that they are accessible and operational, and will be charged at the applicable hourly rate. 10. This does not include operating system upgrades and Line of Business (LOB) application upgrades. Upgrades only apply to existing “managed” computers. 11. Software compliancy checks are not provided under any plan. Any Software Compliancy Checks are paid for under a separate Project. 12. Break/fix will charge for both Onsite and non-onsite (phone/remote) work. 13. Hero and Super Hero MSPs will not be charged for non-onsite work (phone/remote) work. 14. Hero and Super Hero MSPs will be charged for onsite work. 15. Hero and Super Herp MSPS will be charged for travel time To the client (not from).

Additional Clarifications

Business Computer Services provides Four Maintenance Service Plans as listed in Appendix A, Table I above A. A ‘Break/Fix’ Maintenance Service Plan does NOT include free repairs, maintenance, research, advice or documentation; all work done under a Break/Fix MSP is billable. The ‘Break/Fix’ Maintenance Service Plan does not include any monthly remote monitoring and maintenance services as the ‘Hero’, ‘Super Hero’ and ‘Legend’ Maintenance Service Plans do. All work, whether onsite or phone/remote, will be charged. B. The ‘Hero’ and ‘Super Hero’ Maintenance Service Plans require a monthly recurring cost based on the quantity of desktops, laptops, networks devices, and servers that are identified under the Maintenance Service Plan. The applicable hourly rate is charged in addition to the monthly maintenance and monitoring cost, for any repairs, research, advice or documentation. Any onsite work, including travel time to the client, will be charged. Phone/remote work (non-onsite) will not be charged. C. The ‘Legend’ contract requires a monthly recurring cost based on the quantity of desktops, laptops, network devices and servers that are identified under the Maintenance Service Plan. There is no charge for any actual work that is performed, other than that indicated in Footnote #5 above.