Client Agreement - Remote Support

IMPORTANT - READ CAREFULLY: This Client Agreement (the “Agreement”) is a legal contract between you (either an individual or a single business entity), referred to herein as “Client” and Toid LLC (“Toid”). By checking the “Accept” button below Client agrees to be bound by the terms of this Agreement, including the warranty disclaimers, limitations of liability and termination provisions below. If you do not agree to the terms of this Agreement, exit now. This Agreement covers current and future computer diagnosis, repair, support and related work (the “Work” or the “Service”) to be performed by Toid, either remotely or on-site, on behalf of Client. Client has requested that Toid perform the Work by taking control of Client’s computer desktop remotely (“Remote Support”).

Client represents that: (i) he/she is 18 years of age or older and he/she has the legal capacity and authority to bind himself/herself and his/her employer, as applicable, to this Agreement; (ii) he/she consents on behalf of himself/herself and/or as an authorized representative of his/her employer, as applicable, to be bound by this Agreement; and (iii) the information he /she supplies to Toid is correct and complete. Client understands that Toid relies on the information supplied by Client and that providing false or incorrect information may result in Toid withholding the Service, delays in Remote Support, or the suspension of Work.

Client agrees that he/she is responsible for all uses of the credit card account provided to Toid, including any secondary accounts or sub-accounts registered to the primary account. Client understands this means that he/she accepts full liability and responsibility for the actions of anyone who uses the Service via Client’s account, or any secondary accounts, with or without Client’s permission.

Term and Termination

Effective Date and Term. This Agreement goes into effect upon Client’s acceptance of this Agreement as set forth in the first paragraph and shall continue, subject to the terms of this Agreement, until terminated by either party as permitted by this Agreement. Billing for Remote Support will apply on an “as used” basis.

Termination and/or Suspension by Toid. If, in the sole discretion of Toid: (i) Client is in breach of any of the terms of this Agreement (including but not limited to all of Toid’s policies regarding abuse and acceptable use of Remote Support) or any license for Third Party Software; (ii) Client’s use of the Service is prohibited by law or is disruptive to, adversely impacts, or causes a malfunction to, Toid’s Remote Support capabilities, Toid’s network, or the use and enjoyment of other clients of Toid; (iii) Toid receives an order from a court to terminate Client’s Remote Support; (iv) Toid for any reason ceases to offer the Service; or (v) Toid determines that Client is abusing the Service or using the Service excessively, then Toid, at its sole election, may terminate or suspend Remote Support immediately without notice.

Availability of Service

Remote Support may not be available at all times, and some personal computers may not be able to receive Remote Support, even if initial testing indicated that Client’s connection was qualified or Client’s computer environment was suitable. Remote Support requires Client to have (i) Internet access and (ii) a PC running Windows 98 or a more recent version of Microsoft Windows (the “Minimum Requirements”). If Client meets the Minimum Requirements, Toid will determine if Client’s Internet connection has the minimum line rate (speed) necessary for Remote Support based on Toid’s standard line qualification procedures. It is Client’s responsibility to ensure he/she has adequate connectivity to the Internet. All Work is provided subject to the limitations described in the Warranty section below. Line rate, access and availability of Remote Support are not guaranteed.

Toid may, at any time, without notice or liability, restrict the use of the Service or limit its time of availability in order to perform maintenance activities and to maintain Session control.

Toid will use commercially reasonable efforts to schedule a mutually convenient service Session within a reasonable period of time. However, Client hereby acknowledges that circumstances outside of Toid’s control (e.g., a large scale outbreak of a new computer virus or non-availability of Remote Support technicians) may cause significant delays in Toid’s ability to schedule a service Session. Client hereby releases Toid from any and all liability for, and agrees that Toid shall not be liable to Client or any third party for, any direct or indirect damages resulting from such delays.

3rd Party Software Licenses

As part of the Service, Toid may suggest that Client acquire, install and use certain third party software (the “Third Party Software”). The Third Party Software is licensed to Client by the respective owners or licensors of the Third Party Software. Client must agree to the terms and conditions set forth by such owners or licensors before installing the Third Party Software, whether or not Toid assists Client in the acquisition, installation, and/or use of the Third Party Software. Toid has no rights to the Third Party Software and does not license the Third Party Software to Client or make any representation or warranty regarding the Third Party Software.

Any technical assistance and support that Toid provides in regard to the Third Party Software shall be provided in accordance with its policies. To the extent that Toid provides technical assistance and support for the Third Party Software or equipment, Client must ensure his/her compliance with the terms and conditions under which Client licensed such Third Party Software or purchased such equipment. Toid makes no warranty that it is an authorized service provider for any particular Third Party Software or equipment; it is Client’s sole responsibility to determine if Client requires additional authorizations in order for Toid to provide such support and if so, to acquire such authorizations. Client acknowledges that support of Third Party Software or equipment by an unauthorized service provider may void any warranty provided by the supplier of such Third Party Software or equipment.

Payment

Client agrees that Toid may obtain a $39 authorization on Client’s Credit Card for the first 15 minutes of a Remote Support session (a “Session”).

Client agrees to pay to Toid by credit card for time used for each Session (“Time Used”). Time Used is the number of minutes, rounded up to the nearest 15 minutes, from (i) when Client clicks on “Toid Remote Support” until (ii) either party terminates the Session. Client has the option to terminate any Session at any time. (“Current Price”) for Time Used in a Session are $39 for the first 15 minutes, and $20 for each quarter hour after the first 15 minutes, billed in 15 minute increments. Toid may change the Current Price by providing written notice of such change, including by e-mail or by changing this Agreement on the Toid web-site, to Client; a change in the Current Price shall not apply to a Session that has commenced before the Client receives written notice of a change in Current Price.

Client will pay for Time Used during a Session, up to the time of such termination, at the then Current Price, by Toid charging Current Price to Client’s credit card.

In the event that Client has an existing Service Agreement (a “SA”) with Toid, then time will be tracked and Client will be billed in accordance with the existing SA. Remote Support time will be considered “Onsite” hours.

Service Without Resolution. Toid will make reasonable efforts to troubleshoot, analyze, assess, correct or otherwise fix Client’s computer or network-related problem. If Toid is unable to resolve Client’s computer problem during a Session, Client will still be liable for charges for Time Used by Toid in an attempt to correct a problem.

However, at the option of Client, subject to the agreement of Toid that the computer or network-related problem has not been completely corrected, if Toid offers on-site support to the physical location of Client’s computer, Toid will provide on-site service for computers and related equipment for those problems worked on during each Session within 2 weeks and issue a credit to Client for the amount Client paid for the Session, up to a maximum of $99, to apply against Toid’s charges for such on-site service.

Missed Appointments. If Client is not available by phone within 10 minutes of a scheduled appointment for Remote Support and Client did not contact Toid a minimum of two (2) hours prior to the scheduled appointment time to cancel or otherwise reschedule the Remote Support appointment, Client’s credit card will be charged a $39 service fee. Such $39 may be credited to Toid’s fees charged to Client for a subsequent Remote Support Session for up to 30 days following the originally scheduled appointment.

Local Telephone, Toll and Long Distance Charges. Wherever Client is accessing the Remote Support Service, he/she is responsible for all telephone charges, if any.

Unable to Create Online Connection. Toid will not charge Client if Toid cannot connect with Client’s computer to provide Remote Support.

Fee Wavier. The waiver of any fees or charges, if any, lies solely in the discretion of Toid.

Credit Card Charges. Toid reserves the right to charge service fees to Client’s credit card up to eight (8) weeks after the conclusion of Service. If Client’s credit card does not authorize for the full amount incurred by Client for Time Used, then Client will immediately give Toid another credit card number that will authorize for such amount. If Client does not pay for Time Used before a Remote Support phone call ends, then Toid, in its sole discretion, may add a $50 fee to the amount due from Client.

In the event Toid utilizes a collection agency or resorts to legal action to recover monies due, Client agree to reimburse Toid for all expenses incurred to recover such monies, including attorneys' fees.

Limitations On Use Of Remote Support

Client agrees that he/she shall bear all risks associated with the use of Remote Support and the Internet. Client will comply with all applicable local, state, national and international laws and regulations.

Client agrees that the Internet is not owned, operated or managed by, or in any way affiliated with, Toid and Toid is not responsible for and has no control over the information, content or other materials, some of which may be offensive, malicious or destructive in nature, which may be accessed through use of the Remote Support Service. Client further agrees that Toid does not own or control all of the various facilities and communications lines through which Remote Support may be provided, nor does Toid guarantee access to or through websites, servers or other facilities on the Internet, whether or not such facilities are owned or controlled by Toid.

Client further agrees that Toid cannot and does not guarantee or warrant that data or software programs available for downloading through Remote Support will be free of defects, infection or viruses, worms, Trojan horses or other code that manifests contaminating, malicious or destructive properties. Client is solely responsible for implementing adequate procedures to satisfy Client’s particular requirements for accuracy of data input and output and for maintaining a means external to Remote Support for the reconstruction of any lost data (for example, adequate backup procedures).

Client acknowledges that the Internet is not a secure network and that third parties may be able to intercept, access, use, or corrupt the information Client transmits or receives over the Internet. Toid is not responsible for invalid destinations, transmission errors, or corruption or security of Client’s data, computers or networks.

Client is not authorized to use any Toid name or mark (including “Supertoid”) as a hypertext link to any Toid Web site or in any advertising, publicity, or in any other commercial manner, without the prior written consent of Toid. Client acknowledges that his/ her ability to link to a Web site through Remote Support does not, in any way, represent or imply Toid’s approval of, or its determination of the quality of, that product or service, and that links are provided for Client’s convenience only. The links provided through Remote Support or the Toid Web site are maintained by their respective organizations, which are solely responsible for their content.

Warranty; Waiver of Warranty, and Limitation of Liability

TOID WARRANTS THAT IT WILL PERFORM THE SERVICE IN A REASONABLE MANNER, BUT IT DOES NOT WARRANT THAT THE SERVICE WILL ALWAYS BE ABLE TO ADDRESS THE CONCERN OR SOLVE THE PROBLEM THAT CAUSED CLIENT TO RETAIN TOID. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TOID MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE SERVICE, AND ANY SUCH WARRANTIES ARE HEREBY DISCLAIMED.

TOID SHALL HAVE NO LIABILITY TO CLIENT WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PRIFT, REVENUE, DATA, OR GOODWILL, WHETHER INCURRED OR SUFFERED AS A RESULT OF THE UNAVAILABILITY OF, OR ERROR OR DEFECT IN, THE SERVICE OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESCLIENT’S SOLE REMEDY IS THAT TOID, WILL, IN ITS SOLE DISCRETION, EITHER CORRECT ANY PROBLEMS CAUSED BY TOID’S DEFECTIVE SERVICE OR REIMBURSE TO CLIENT THE MONEY THAT CLIENT PAID TO TOID THAT RELATES TO THE DEFECTIVE SERVICE.

Miscellaneous

Succession. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors, assigns and legal representatives.

Entireties. This Agreement constitutes the entire agreement between the parties. No modification of this Agreement shall be binding unless in writing and signed by both parties.

Severability. If any provision of this Agreement is found to be illegal, or unenforceable for any reason whatsoever, the Agreement shall be interpreted and construed without reference to such provision, and the balance of the Agreement shall remain in full force and effect.

Remedies - Attorneys' Fees. If either party obtains or engages an attorney or attorneys for the purpose of enforcing its rights under the terms of this Agreement for negotiation, litigation, arbitration or other alternative dispute resolution procedure, the prevailing party or parties shall be entitled to recover his, her or their attorneys' fees, costs, and disbursements in addition to any other relief sought or awarded.

Negotiated Provisions. Each and every provision of this Agreement has been independently, separately and freely negotiated as if all parties drafted this Agreement hereto. The parties, therefore, waive any statutory or common law presumption that would serve to have this document construed in favor of, or against, either party.