Services Contract - Terms and Conditions

Hardware Service Agreement

BY ACCEPTING THE SERVICES AND SUPPORT DESCRIBED ON YOUR INVOICE, YOU AGREE TO BE BOUND BY AND ACCEPT THE TERMS AND CONDITIONS HEREIN. THESE TERMS AND CONDITIONS (THE “AGREEMENT”)_WILL SUPPLEMENT THE TERMS AND CONDITIONS OF ANY APPLICABLE OVERRIDING SIGNED AGREEMENT BETWEEN YOU AND SYSTEMS WIZARDS TECHNOLOGIES GROUP OR, IN THE ABSENCE OF SUCH AN AGREEMENT, SYSTEM WIZARD’S STANDARD INVOICE TERMS AND CONDITIONS OF SALE. THIS CONTRACT IS BETWEEN YOU AND THE SYSTEM WIZARDS TECHNOLOGIES GROUP ENTITY (“SYSTEM WIZARDS” OR “OUR”) AS SPECIFIED IN THE AFOREMENTIONED SIGNED AGREEMENT OR SYSTEM WIZARD’S STANDARD INVOICE TERMS AND CONDITIONS. ALL CAPITALIZED TERMS AND CONDITIONS NOT DEFINED HEREIN SHALL HAVE THE MEANING SPECIFIED IN THE AFORMENTIONED SIGNED AGREEMENT OR SYSTEM WIZARD’S STANDARD INVOICE TERMS AND CONDITIONS.

1. Products Covered (“Covered Product”): When we refer to “System(s)” in this Agreement, we mean branded hardware that is sold as new, in a standard configuration(s) at the time of purchase for the following equipment: Desktop and notebook computers, workstation computers, server systems, or data storage units. The System covered under this Agreement is described in your invoice.

This Contract is valid on System(s) purchased in the United States only. The Services to be provided under this Agreement apply only to the United States. References to the United States include the continental United States, Alaska, and Hawaii.

2. Scope of Services:

a. The service Type you have chosen is recorded on your invoice. PPM means the principal period of maintenance or the principal hours during which Services are rendered for a service level.

IF YOU HAVE A TYPE 1 SERVICE AGREEMENT, THEN THE FOLLOWING SECTION APPLIES TO YOUR SYSTEM:

Type 1 Service Agreement. 4-Hour Service. If you follow these procedures, a service technician will, in most cases, be dispatched to arrive at your location for On-Site Service within four (4) hours after dispatch (during your Principal Period of Maintenance (PPM)), Monday through Friday 8:00 a.m. to 6:00 p.m., excluding regularly observed holidays. If the service technician is dispatched after 4:00 p.m. local time, the service technician may not arrive at your location until the following business day.

IF YOU HAVE A TYPE 2 SERVICE AGREEMENT, THEN THE FOLLOWING SECTION APPLIES TO YOUR SYSTEM:

Type 2 Service Agreement. 4-Hour Service. If you follow these procedures, a service technician will, in most cases, be dispatched to arrive at your location for On-Site Service within four (4) hours after dispatch, twenty-four (24) hours a day, seven (7) days a week (including holidays).

IF YOU HAVE A TYPE 3 SERVICE AGREEMENT, THEN THE FOLLOWING SECTION APPLIES TO YOUR SYSTEM:

Type 3 Service Agreement. Next-Business-Day/ Next-Business-Day Replacement Service. If you follow these procedures, a service technician will, in most cases, be dispatched to arrive at your location for On-Site Service on the next business day (during your PPM); Monday through Friday 8:00 a.m. to 6:00 p.m., excluding regularly observed holidays. If the service technician is dispatched for On-Site Service after 5:00 p.m. local time, the service technician may take an additional business day to arrive at your location.

IF YOU HAVE A TYPE 4 SERVICE AGREEMENT, THEN THE FOLLOWING SECTION APPLIES TO YOUR SYSTEM:

Type 4 Service Agreement. 2-Hour Service. A service technician will, in most cases, be dispatched to arrive at your location for on-site service within two (2) hours after dispatch, twenty-four (24) hours a day, seven (7) days a week (including holidays).

IF YOU HAVE A TYPE 5 SERVICE AGREEMENT, THEN THE FOLLOWING SECTION APPLIES TO YOUR SYSTEM:

Type 5 Service Agreement. 6-Hour Service. A service technician will, in most cases, be dispatched to arrive at your location for on-site service within two (2) hours and complete repair of your branded hardware product within six (6) hours after dispatch, twenty-four (24) hours a day, seven (7) days a week (including holidays).

IF YOU HAVE A TYPE 6 SERVICE AGREEMENT, THEN THE FOLLOWING SECTION APPLIES TO YOUR SYSTEM:

Type 6 Service Agreement. Parts Only service agreement. SYSTEM WIZARD’S will provide on an exchange basis replacement parts for systems covered under this Agreement when a part in a covered system requires replacement. Customer must report each instance of System failure to SYSTEM WIZARD’S technical support in advance to obtain SYSTEM WIZARD’S concurrence that a part should be replaced and to ship the replacement part. SYSTEM WIZARDS will ship parts using next-business-day delivery, shipping prepaid. SYSTEM WIZARDS will include a prepaid shipping container with each part for Customer’s use in returning the replaced part to SYSTEM WIZARDS. Spare parts provided under this Agreement may be new, used or reconditioned. SYSTEM WIZARDS may provide spare parts made by various manufacturers when supplying parts to Customer. This Parts only service does not cover damage due to external causes, including accident, problems with electrical power, servicing by untrained people or not in accordance with SYSTEM WIZARD’S procedures, abuse and misuse.

Type 7 Service Agreement. Standard Return-For-Repair “Ship-Back” Service agreement. After it is determined that your System, (defined as a desktop computer purchased in the United States only containing a processing unit (CPU) and specified optional hardware products that were factory-installed in the System prior to delivery to you) requires “Ship-Back” Service, the SYSTEM WIZARDS technician will work with you on the phone to determine the nearest carrier location. Prepaid packaging material will be dispatched to that carrier location, and ordinarily will arrive by 12:00 p.m. local time the following day if you call prior to 7:00 p.m. eastern standard time. You must then take your desktop System to the carrier location within the next 3 days after your call, package it in the material provided, and provide it to the carrier to be shipped via standard 3-5 day ground shipping to SYSTEM WIZARD’S repair facility. This procedure applies to the desktop unit only; do not attempt to ship back your monitor using this procedure. This contract does not apply to systems returned to SYSTEM WIZARD’S repair facility using procedures other than those set forth herein, and neither SYSTEM WIZARDS nor the carrier can be responsible for damage caused during transit of the system to the carrier. Standard 3-5 day ground shipping charges for shipping your System in for repair and for shipping it back to you will be paid by SYSTEM WIZARDS. Once your System arrives at the repair facility, SYSTEM WIZARDS will repair or replace your system. Generally, you can expect your system to be returned to you 10-14 business days (excluding holidays) after you call SYSTEM WIZARDS to report your problem and arrange for shipping of the prepaid packaging material. If non-factory options added to your System are found to be the cause of your reported problem, a service charge may be applied. SYSTEM WIZARDS reserves the right to send you a whole identical or comparable replacement for the System or a replacement for portions of the System rather than repairing and returning the System that you sent for repair. All service parts removed from your System become SYSTEM WIZARD’S property. You will be obligated to pay, at the current retail price(s), for any service parts you wish to retain.

IF YOU HAVE A TYPE 8 AGREEMENT, THEN THE FOLLOWING SECTION APPLIES TO YOUR SYSTEM:

Type 8 Service Agreement. 4-Hour Parts Only Service. If you follow these procedures, a replacement part will, in most cases, be dispatched to arrive at your location within four (4) hours after dispatch (during your Principal Period of Maintenance (PPM)), Monday through Friday, 8:00 a.m. to 6:00 p.m. excluding regularly observed holidays. If the replacement part is dispatched after 4:00 p.m. local time, the replacement part may not arrive at your location until the following business day. Customer must report each instance of System failure to SYSTEM WIZARDS technical support in advance to obtain SYSTEM WIZARD’S concurrence that a part should be replaced and to have SYSTEM WIZARDS ship the replacement part. SYSTEM WIZARDS will include a prepaid shipping container with each part for Customer’s use in returning the replaced part to SYSTEM WIZARDS.

IF YOU HAVE A TYPE 9 AGREEMENT, THEN THE FOLLOWING SECTION APPLIES TO YOUR SYSTEM:

Type 9 Service Agreement. 4-Hour Part Only Service. If you follow these procedures, a replacement part will, in most cases, be dispatched to arrive at your location for On-Site Service within four (4) hours after dispatch, twenty-four hours a day, seven (7) days a week (including holidays). Customer must report each instance of System failure to SYSTEM WIZARDS technical support in advance to obtain SYSTEM WIZARD’S concurrence that a part should be replaced and to have SYSTEM WIZARDS ship the replacement part. SYSTEM WIZARDS will include a prepaid shipping container with each part for Customer’s use in returning the replaced part to SYSTEM WIZARDS.

b. Limits of Support Services THIS AGREEMENT IS OF LIMITED DURATION AND COVERAGE. This Agreement extends only to original purchasers of the System located within the United States as determined by SYSTEM WIZARDS. This Agreement extends only to uses for which the System was designed. Except as stated below, the services SYSTEM WIZARDS agrees to provide under this Agreement are repair services that are necessary because of any existing defect or a defect occurs in materials or workmanship in the System or in any System component covered by this Agreement. Preventive maintenance is not included. Installation, de-installation, or relocation services and operating supplies are not included. Repairs necessitated by software problems, or as a result of alteration, adjustment, or repair by anyone other than SYSTEM WIZARDS (or its representatives) are not included. SYSTEM WIZARDS is not obligated to repair any System or System component which has been damaged as a result of: (i) accident, misuse, or abuse of the System or component (such as, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions) by anyone other than SYSTEM WIZARDS (or its representatives), (ii) an act of God such as, but not limited to, lightning, flooding, tornado, earthquakes, and hurricanes, or (iii) the moving of the System from one geographic location to another or from one entity to another.

LIMITATION OF REMEDY. YOUR EXCLUSIVE REMEDY AND SYSTEM WIZARD’S ENTIRE, COLLECTIVE LIABILITY IN CONTRACT, TORT OR OTHERWISE, UNDER THIS AGREEMENT IS THE REPAIR OF THE DEFECTIVE SYSTEM OR COMPONENTS IN ACCORDANCE WITH THIS AGREEMENT. IF SYSTEM WIZARDS IS UNABLE TO MAKE SUCH REPAIR, YOUR EXCLUSIVE REMEDY AND SYSTEM WIZARD’S ENTIRE LIABILITY WILL BE THE PAYMENT OF ACTUAL DAMAGES NOT TO EXCEED THE CHARGE PAID BY YOU OR, IF NO CHARGE WAS PAID, THE THEN-CURRENT PUBLISHED CHARGES FOR THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL

SYSTEM WIZARDS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EXPENSES, COST, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR OUT OF THE INSTALLATION, DEINSTALLATION, USE OF, OR INABILITY TO USE THE SYSTEM, OR OUT OF THE USE OF ANY SERVICE MATERIALS PROVIDED HEREUNDER.

THIS AGREEMEENT GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF (i) INCIDENTAL OR CONSEQUENTIAL DAMAGES OR (ii) IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY.

Neither SYSTEM WIZARDS nor you may institute any action in any form arising out of this Agreement more than eighteen (18) months after the cause of action has arisen, or in the case of nonpayment, more than eighteen (18) months from the date of last payment.

With regard to any services that are not within the coverage of this Agreement, it will be within SYSTEM WIZARD’S discretion whether to perform the services, and, if SYSTEM WIZARDS elects to perform the services, the services will be subject to an additional charge to be paid by you.

3. Your Responsibilities.

To receive service and support, you are responsible for complying with the following:

a. Valid Service Contract: SYSTEM WIZARDS must have received payment for Support within 30 days of the date of invoice. Customer shall pay an additional fee of 1.5% per month for invoices not paid within such 30-day period. If you are currently not entitled to Support, then you should submit a valid credit card number to purchase appropriate Support for the Covered Product.

b. Prepare for the Call. You will help the technician serve you better if you have the following information and materials ready when you call: your System's invoice and serial numbers; service tag number; model and model numbers; the current version of the operating system you are using; and the brand names and models of any peripheral devices (such as a modem) you are using.

c. Call For Assistance. For service support call one of the following toll free numbers based on your type of business.

For Personal or Home / Small-Business:

Technical Support 720-218-6726

Customer Service 303-216-1908

d. Explain Your Problem to the Technician. Now you are ready to describe the problem you are having with your System. Let the technician know what error message you are getting and when it occurs; what you were doing when the error occurred; and what steps you may have already taken to solve the problem.

e. Cooperate with the technician. Experience shows that most System problems and errors can be corrected over the phone as a result of close cooperation between the user and the technician. Listen carefully to the technician and follow the technician’s directions.

f. If the technician is unable to resolve the problem over the phone and determines that Pick Up or Ship Back Service is necessary, the following Standard procedures apply. SYSTEM WIZARDS regrets that it cannot accept Systems that are not returned in accordance with these shipping instructions:

1). Software/Data Backup. You understand and agree that we are not responsible for any loss of software or data. You should back up the software and data on your System’s hard disk drive and on any other storage device(s) in the System.

2). Display the Return Authorization Number. Please print the authorization number you obtain from the technician clearly and conspicuously on the outside of the prepaid packaging. Unfortunately, SYSTEM WIZARDS will have to refuse to service, and will return to you, any System that does not clearly and conspicuously display the authorization number on the packaging.

3). Explain the Problem in Writing. Please enclose a brief description of the problem encountered, the error message received, and the suspected defect you discussed with the technician over the phone.

4). Shipping. Following the problem diagnosis, if you call during our carrier’s regular business hours, the technician will transfer you to SYSTEM WIZARD’S designated freight carrier, explain the situation to the carrier and turn any further shipping actions over to the carrier. If you call outside of our carrier’s regular business hours, we will provide you with information to contact our carrier during their regular business hours. Jointly you and the carrier will arrange for shipping. The System must be shipped in the SYSTEM WIZARDS provided packaging to the address given to you by the technician.

5). Package Your System. SYSTEM WIZARDS will provide packaging through our Freight Carrier. You will be responsible for ensuring that the System is properly packaged and you will bear the full risk of loss or damage for any System that is returned improperly packaged.

6). Other Shipping Precautions. Do not send your manuals or any non-supplied options with your System. Prior to shipping, you must remove the options and components from your System as instructed by the technician.

7). If You Miss The Carrier Visit (Type 7- Mail-In Service). If you or your authorized representative is not at the location when the carrier arrives, he or she will leave a delivery attempt notice and will attempt redelivery. If you and the carrier are unable to coordinate the drop off, you will need to call SYSTEM WIZARDS and schedule another carrier visit and you may be subject to an additional charge.

g. Parts Only Agreement Payment Procedure. If you elect not to receive Mail-In or Ship Back services you may receive SYSTEM WIZARD’S Parts Only Replacement Procedure (Type 6, and 9 Service). Customer will pay SYSTEM WIZARDS for replacement parts when the replaced part isn’t returned to SYSTEM WIZARDS within 15 days of the date the replacement was shipped by SYSTEM WIZARDS, and for parts used to repair systems not covered by this Agreement. Parts will be priced at SYSTEM WIZARD’S then-current standard prices. If a payment due from Customer is late and not because it is disputed in good faith, SYSTEM WIZARDS may, in its discretion, refuse to ship parts or respond to technical and support inquiries until the late payment is made.

UNTIL YOU HAVE COMPLIED WITH THE ABOVE PROCEDURES, SYSTEM WIZARDS CANNOT DISPATCH A SERVICE TECHNICIAN TO PERFORM ONSITE REPAIRS.

The hours of Support shall not include regular holidays that include New Year’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day, and the day after Thanksgiving and Christmas Day. SYSTEM WIZARDS is not liable for any failure or delay in performance due to any cause beyond its control. IN any event, if SYSTEM WIZARD’S ability to render support services is impaired by circumstances beyond SYSTEM WIZARD’S control, SYSTEM WIZARDS may terminate this Contract, in any event, you will receive a refund for any unused portion of your service term for which you had paid.

4. General Terms:

a. Term and Renewal: Prior to the expiration of your service contract, you may upgrade your service level or extend your service period based on available options then in effect. Any upgrades will not apply to conditions pre-existing the effective date of the upgrade.

b. Claims of Confidentiality or Proprietary Rights: You agree that any information or data disclosed or sent to SYSTEM WIZARDS, over the telephone, electronically or otherwise, is not confidential or proprietary to you.

c. Cancellation: You may cancel this Agreement by providing to SYSTEM WIZARDS at least thirty (30) days written notice of your decision to cancel. SYSTEM WIZARDS will issue a refund to you for any unused portion of the service term for which you have paid. If more than thirty (30) days have transpired for the current contract year, then a refund will not be paid for that current contract year.

d. Entire Agreement: This Contract is the entire agreement between you and SYSTEM WIZARDS with respect to its subject matter and none of SYSTEM WIZARD’S employees or agents may orally vary the terms and conditions of this Contract.

e. Assignment: SYSTEM WIZARDS reserves the right to assign its right and obligations under this Agreement to a qualified third party designated by SYSTEM WIZARDS without notice to You. In the event of such an assignment, SYSTEM WIZARDS will no longer be responsible for any performance obligations under this Agreement or any other liability associated with this Agreement.

f. Warranty Exclusion. SYSTEM WIZARDS makes no warranty, either express or implied, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose. SYSTEM WIZARDS expressly disclaims all warranties.

5. Whole Unit Replacement. If the telephone technician determines that the defective unit is one that is easily disconnected and reconnected, such as a keyboard or monitor, or if the technician determines that the System is one that should be replaced as a whole unit, SYSTEM WIZARDS reserves the right to send you a whole replacement unit. If a service technician delivers the replacement unit to you in person, you must relinquish the defective unit to the service technician. If you do not relinquish the defective unit to the service technician as required above, or if (in the event the replacement unit was not delivered in person by a service technician) the defective unit is not returned within ten (10) days, you agree to pay SYSTEM WIZARDS for the replacement unit upon receipt of invoice. Failure to honor the invoice within ten (10) days after receipt will cause the cancellation of this Agreement and may result in other legal steps.

6. Parts Ownership. All service parts removed from your System become the property of SYSTEM WIZARDS. You will be obligated to pay at the current retail price(s) for any service parts removed from your System and retained by you. SYSTEM WIZARDS uses new and reconditioned parts made by various manufacturers in performing warranty repairs.

7. Parts Stocked. Based on our experience, we have stocked parts in various locations throughout the United States and other regions of the world. Selected parts may not be stocked in the location closest to your site. If a part that is needed to repair your System has to come from another location, it will be shipped using overnight delivery.