Service Agreement

Background:

The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services in connection with the business of the Customer.

The Service Provider is agreeable to providing such services to the Customer, on the terms and conditions as set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Engagement

        An Adult Must Be Present At Residences: For on-site services, a person of at least 18 years of age must be present during the entire time period services are provided. IF THE SERVICE PROVIDER ARRIVES AT THE SCHEDULED SERVICE TIME AND NO ADULT IS PRESENT, SERVICES MAY BE DENIED AND A CANCELLATION CHARGE MAY BE ASSESSED.

        Access: The Service Provider must receive full access to the computer(s) to be serviced, access to your residence, your consent and cooperation to enter your residence, and a safe working environment, working space and electrical power. IF THE SERVICE PROVIDER ARRIVES AT THE SCHEDULED SERVICE TIME AND DETERMINES THAT HE/SHE DOES NOT REASONABLY HAVE THE ACCESS, COOPERATION, OR SAFE WORKING AREA DESCRIBED IN THE PREVIOUS SENTENCE, THEN SERVICES MAY BE DENIED AND A CANCELLATION CHARGE MAY BE ASSESSED.

Term of Agreement

        The term of this Agreement will begin on the date of this Agreement and will remain in full force and effect until completion of the services or as deemed necessary by the Service Provider.

This agreement will be valid for all future services between the Service Provider and the Customer.

Performance

        Both parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Compensation

        For the Services provided by the Service Provider under this Agreement, the Customer will pay to the Service Provider compensation at a rate declared on the job work order form. Compensation will be payable upon completion of the Services. All monetary amounts referred to herein will be paid in US dollars.

Expenses

        The Service Provider will be reimbursed for the expenses incurred by the Service Provider in connection with providing the Services hereunder (included but not limited to): Parts. The Service Provider will furnish statements and vouchers to the Customer for all such expenses.

Return of Property

        Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property which is the property of the Customer.

Confidentiality

        The Service Provider acknowledges that a material term of the Agreement with the Customer is to keep all confidential information belonging to the Customer absolutely confidential and protect its release to the public. The Service Provider agrees not to divulge, reveal, report or use, for any purpose, any confidential information which the Service Provider has obtained or which was disclosed to the Service Provider by the Customer.

        The Service Provider may disclose any of the confidential information    
        a. to a third party where the Customer has consented in writing to such disclosure; and
        b. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body. However, the Service Provider will first have given prompt notice to the Customer of any possible or prospective order (or proceeding pursuant to which any order may result), and the Customer will have been afforded a reasonable opportunity to prevent or limit any disclosure.

Modification of Agreement

        Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

Entire Agreement

        It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressed in it.

Severability

        In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

LIMITATION OF REMEDY

UNDER NO CIRCUMSTANCES SHALL THE SERVICE PROVIDER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSES COSTS, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF, OR RELATED TO, THE SERVICES PROVIDED BY THE SERVICE PROVIDER OR OUT OF THE INSTALLATION, DEINSTALLATION, USE OF, OR INABILITY TO USE YOUR COMPUTER EQUIPMENT, HARDWARE, PERIPHERALS, OR THE NETWORK RESULTING FROM THE SERVICES PROVIDED HEREUNDER.

RELEASE OF LIABILITY

BY SIGNING THE FORM, YOU AFFIRMATIVELY RELEASE AND HOLD HARMLESS THE SERVICE PROVIDER FROM AND AGAINST ANY LOSS, LIABILITY, OR DAMAGE THAT YOU OR THE OWNER OR LESSEE MAY SUFFER, INCLUDING BUT NOT LIMITED TO ANY LOSS OF ANY DATA AND THE NON-FUNCTIONING OF ANY COMPONENT OR ELEMENT OF YOUR COMPUTER EQUIPMENT OR PERIPHERALS RESULTING FROM THE SERVICE PROVIDER, REGARDLESS OF THE WARRANTIES, DISCLAIMERS AND WAIVERS PARTICULAR SERVICE AND SHALL CONSTITUTE LIQUIDATED DAMAGES AND ARE A REASONABLE ESTIMATE OF DAMAGES TO YOU.

BACKUP YOUR SOFTWARE AND DATA

IT IS YOUR RESPONSIBILITY TO BACK UP ALL SOFTWARE AND DATA THAT IS STORED ON YOUR COMPUTER'S HARD DISK DRIVE(S) AND/OR ON ANY OTHER STORAGE DEVICES YOU MAY HAVE PRIOR TO THE ARRIVAL OF THE SERVICE PROVIDER. THE SERVICE PROVIDER SHALL NOT BE RESPONSIBLE AT ANY TIME FOR ANY LOSS, ALTERATION OR CORRUPTION OF ANY SOFTWARE, DATA OR FILES.

Governing Law

        It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Commonwealth of Massachusetts, without regard to the jurisdiction in which any action or special proceeding may be instituted.