Parties

"Company": eSmith IT Consulting

 9911 Rose Commons Drive, Huntersville, NC 28078

"Subscriber": The End User of the Service

Service

"Service" refers to eSmith Remote Support services offered on an "On-Call Basis."

Engagement

The Subscriber requests that the Company provide Remote Support Services, as outlined below, on a monthly subscription or per call basis for the purpose of addressing network, server, and / or workstation related technical problems.

Company Responsibilities

The Company will furnish, install, maintain and provide the Service.  The Company will respond to technical support requests and solve technical problems using the Service, to the extent that the functionality of the Service will allow.  Should specific technical problems require work that the Service us unable to support, the Company will make recommendations to the Subscriber as to how to resolve the specific issues.

Subscriber Responsibilities

The Subscriber agrees to pay the Company for the provision of the Service during the Term of the Agreement.

Term

The Term applicable under the Terms & Conditions is measured in 15 minute increments and commences immediately upon installation (execution) of the Service.

Rates

The rates and charges, per 15 minute increment, for items under this Agreement are listed below.

The rate will continue for the elected service period and will not be subject to Company initiated change during such period.  However the Company reserves the right to increase rates applicable to services provided by the Company in cases where supporting vendors increase rates payable by the Company

Payments

Payments must be made by credit card or Paypal.  Payment for performance of Service is due upon completion.  In the event of non-payment, or non-compliance with payment terms, the Company reserves the right to discontinue Service and refer Subscriber to a collections agent of Company choice.

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Subscribers may purchase plans at any time during the month on a pro-rated basis.  Prorating is done in fifteen minute increments.

Subscribers may upgrade plans at any time with no additional setup fees.  Plans cannot be downgraded during the term of this Agreement.

Plan hours that go unused in the month in which they are assigned do no "roll-over" or accumulate in any way to forthcoming plan months.

The Company reserves the right to determine if a Subscriber requires "On-site" or "Remote" support for any given problem or service request.

Plan hour usage is measured in 15 minute increments.

"On-site" support only available within 60 miles from Company offices.  Subscribers further away than 15 miles may be required to pay for mileage at the current prevailing standard rate.

In the event the Service requested by the Subscriber is cancelled prior to the establishment of Service, but after the date or ordering reflected herein, the Subscriber is required to reimburse the Company for all expenses incurred in handling the request before the notice of cancellation is received.  Such charge however, is not to exceed the sum of all charges, which would apply if the work involved in complying with the request had been completed.

Termination of service must be faxed to 877-566-8233, emailed to accounting@esmithnet.com or sent via US postal mail to eSmith.

Suspension of service is not permitted.

This Agreement is effective when executed by the Subscriber and accepted by the Company.

THE COMPANY MAINTAINS ABSOLUTE CONFIDENTIALITY REGARDING ANY AND ALL FILES OR DATA ON ANY MACHINE OR NETWORK OWNED OR USED BY ANY SERVICE SUBSCRIBER.

ALL REMOTE SUPPORT SESSIONS ARE PROTECTED WITH SOPHISTICATED DATA ENCRYPTION TECHNOLOGY AND PASSWORD PROTECTION.  THE SUBSCRIBER SELECTS WHEN AND HOW REMOTE SESSIONS ARE TO BE INITIATED.  THERE IS NO WAY AN UNAUTHORIZED PARTY CAN INTERCEPT, REMOVE, OR VIEW ANY DATA OWNED BY A SUBSCRIBER.  UNAUTHORIZED REMOTE SUPPORT SESSIONS ARE STRICTLY PROHIBITED AND WITH SUBSCRIBER INITIATED CONNECTIONS THEY ARE IMPOSSIBLE.  THE COMPANY DOES NOT ALLOW ACCESS TO CUSTOMER DATA BY ANY UNAUTHORIZED PARTIES, TO INCLUDE COMPANY PERSONNEL.  THE COMPANY DOES NOT SHARE CUSTOMER BILLING, CONTACT, OR BUSINESS INFORMATION WITH ANYONE.

Limitation of Liability

In the event that the Company fails to successfully provide the services pursuant to this Agreement or any Statement of Work hereunder, or in the event of any other failure, technical or otherwise, of the Company services pursuant to this Agreement, then the sole liability of the Company to the Subscriber shall be limited to, at the Company’s sole discretion, (a) a pro rata refund of service fees representing undelivered services, or (b) extension of the term of this Agreement as appropriate. IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE FOR ANY
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR LOST PROFITS ARISING FROM ANY FAILURE OF ITS SERVICES IN ACCORDANCE WITH THIS AGREEMENT. Without limiting the foregoing, the Company shall have no liability for any failure or delay resulting
from any power failure, telecom, or other Internet outage or interruption, governmental action, fire, flood, insurrection, earthquake, riot, explosion, embargo, strikes (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition beyond the control of the Company affecting production or delivery in any manner.

Mutual Indemnification

Both Parties shall indemnify, defend, and hold each other, its officers, directors, stockholders, employees, agents, and representatives harmless for, from, and against any third party claims, losses, costs, damages, expenses, or liabilities to third
parties, including, without limitation, any governmental agencies (including, without limitation, reasonable attorneys' fees) arising out of or resulting from (a) the performance or nonperformance by the Company of any obligation or agreement of the Company under this Agreement; (b) any misrepresentations made either party to this agreement; (c) any misrepresentation made in this
Agreement; (d) the performance of its duties hereunder; or (e) with respect to any products or other liability claims made by third parties regarding any products or services ordered or delivered through, or any information posted by the Subscriber whether intentional or unintentional. Notwithstanding anything contained herein to the contrary, this indemnification shall survive the termination of this Agreement.

Miscellaneous Provisions

This Agreement, all Statements of Work hereunder, and all questions relating to their validity, interpretation, performance and enforcement, shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of North Carolina, notwithstanding any North Carolina or other conflict-of-law provisions to the contrary.

If any provision of this Agreement is found to be illegal or unenforceable, then, notwithstanding such finding, this Agreement shall remain in full force and effect and such provision shall be deemed stricken or modified to the minimum extent necessary to make it enforceable; provided, however, that the intent of the parties when entering into this Agreement is maintained.