TERMS AND CONDITIONS

This AGREEMENT is entered into between You, the customer, and First Degree Solutions, LLC relating to the onsite computer preventive maintenance services.

1  SERVICES

Under the terms and conditions of this Agreement, First Degree Solutions, LLC will provide You with onsite preventive maintenance services for computers running Microsoft Windows, consisting of regularly scheduled visits to your place(s) of business by First Degree Solutions representatives.  The tasks performed during each visit will include one or more of the following: (i) apply operating system updates; (ii) upgrade the operating system; (iii) apply updates to commercial-off-the-shelf (COTS) software; (iv) upgrade or install COTS software; (v) validate virus and intrusion protection for Internet connected hardware; (vi) tune computer performance (e.g. optimize disk access); (vii) upgrade or install computer hardware components and peripherals; (viii) inventory computer, software, and peripherals; (ix) recommend future hardware/software purchases.

First Degree Solutions, LLC provides two standard frequencies of preventive maintenance visits, quarterly or monthly.  Departures from the standard offerings are described in Schedule A.  When selecting the frequency of visits, You will select the day of week and time for the visit.  If scheduled visit falls on any holiday, the visit will be moved to a mutually agreeable alternate date.

First Degree Solutions, LLC will provide emergency/unscheduled visits to restore computer operations.  During an emergency/unscheduled visit, First Degree Solutions will use its best efforts to diagnose and correct the problem.  All repair efforts will be limited to the replacement of software, computer hardware components, and peripherals.

2  CHARGES

You will be billed monthly regardless of the frequency of preventive maintenance visits.  All charges are due and payable according to the terms given on First Degree Solutions' invoice.  If full payment is not made, You may thereafter be charged up to the maximum legal interest on any unpaid balance, and your service may be cancelled.  If your service is canceled, First Degree Solutions, LLC must receive a service charge in the amount of $150 before your Service is reinstated.  First Degree Solutions reserves the right to refuse service reinstatement.  You remain liable for all incurred but unpaid charges.  You will be liable for all costs of collecting any unpaid balance, including attorneys' fees.

2.1  Silver Plan - Quarterly Visits

The Silver Plan covers one year of quarterly onsite visits at a single location.  The monthly charge is $62 for the first computer and $56 for each additional computer between 2 and 4 computers.  The discounted annual charge is $680 for the first computer and $612 for each additional computer between 2 and 4 computers.  The charges for multiple locations and/or 5 or more computers are described in Schedule A.

2.2  Gold Plan - Monthly Visits

The Gold Plan covers one year of monthly onsite visits at a single location.  The monthly charge is $102 for the first computer and $80 for each additional computer between 2 and 4 computers.  The discounted annual charge is $1,110 for the first computer and $870 for each additional computer between 2 and 4 computers.  The charges for multiple locations and/or 5 or more computers are described in Schedule A.

2.3  Emergency/Unscheduled Visits

First Degree Solutions, LLC will provide emergency/unscheduled visits to restore computer operations.  You will be charge $85 per hour, with a minimum of one hour, for the time that a First Degree Solution representative is onsite.  You will not be charged for time traveling to or from your location.

3  HARDWARE AND SOFTWARE

You are responsible for obtaining the software, excluding operating system updates, computer hardware components, and peripherals that are to be installed or upgraded.  You may direct First Degree Solutions to make the necessary purchases on your behalf.  First Degree Solutions will bill you the amount of the purchase plus a $15 handling fee.  You must maintain a reserve account with First Degree Solutions, LLC if You want us to make purchases on your behalf.  The minimum balance is described in Schedule A.

First Degree Solutions, LLC will not install or upgrade any software for which you do not have a valid license.  If First Degree Solutions discovers any unlicensed software, You will obtain a valid license or sign a waiver indemnifying First Degree Solutions, LLC of any and all legal responsibility and liability related to the unlicensed software.

4  HOURS OF COVERAGE

First Degree Solutions, LLC will provide computer maintenance service Monday through Friday, excluding holidays, between the hours of 8:00 AM and 6:00 PM, Central Time.  You may request service outside the normal hours, for an additional charge, which is described in Schedule A.

5  SERVICE ZONE

First Degree Solutions, LLC will provide computer maintenance service to businesses in the Minneapolis/St. Paul Metropolitan (seven county) area.  Any request for service outside this area will incur additional charges, which are described in Schedule A.

6  EQUIPMENT ELIGIBILITY

Your computer(s) and peripheral(s) must be in good operating condition and be based on the Microsoft Windows operating system.  The cost of bringing the equipment up to good operating condition will be billed at the emergency/unscheduled visit rate.

7  CUSTOMER RESPONSIBILITIES

You are responsible for: (i) notifying First Degree Solutions of problems on equipment covered under this agreement and providing a description of the problem/symptoms; (ii) provide free and unrestricted assess to the equipment at the time of service; (iii) insuring that unauthorized personnel are not allowed to alter, modify, adjust, upgrade, or attempt to repair the equipment; (iv) maintaining site environmental conditions within the ranges common for microcomputer equipment; (v) maintaining backup copies of all files/programs/applications; (vi) notifying First Degree Solutions if the equipment is moved to a new location.

8  CONFIDENTIALITY

During the course of service, First Degree Solutions representatives may encounter confidential information.  First Degree Solutions representatives shall not access, acquire, use, copy, or transfer confidential information except to the extent necessary to fulfill their service duties at Your advice and consent.  However, if First Degree Solutions representatives discover material that is in violation of Federal, State, and/or Local laws, First Degree Solutions, LLC will immediately report it to the appropriate authorities.

9  DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

First Degree Solutions, LLC makes no warranties of any kind, whether expressed or implied, for the service it is providing.  First Degree Solutions' liability is limited to maintaining the equipment in good operating condition.  First Degree Solutions is not liable for special, incidental, or consequential damages, including loss of use of equipment or loss of information stored on any physical media, including but not limited to, disks, tapes, and memory.

10  TERM AND TERMINATION

This Agreement is in effect for one year beginning on the date specified in writing and will become effective upon execution by both parties.  Additional equipment can be added to an existing agreement provided it is eligible per item 6.  First Degree Solutions will prorate any equipment added to an existing agreement.  You may terminate the Agreement at any time, with thirty (30) days advance written notice to First Degree Solutions.  First Degree Solutions may terminate the Agreement with thirty (30) days advance written notice to You.

If You breach this Agreement, First Degree Solutions will have the right to immediately terminate this Agreement and to cancel your service.

11  ENTIRE AGREEMENT AND MODIFICATIONS

This Agreement constitutes the entire understanding between You and First Degree Solutions regarding the Service, and supersedes any and all prior understandings and agreements, oral or written, relating to the Service.

12  ARBITRATION

Any dispute between the parties arising from, relating to, or based upon this Agreement shall be resolved through binding arbitration.  Arbitration shall be conducted under the commercial arbitration rules of the American Arbitration Association, and shall be held under the AAA's auspices in Minneapolis, Minnesota.

13  GENERAL PROVISIONS

This Agreement will be governed by and construed under the laws of the State of Minnesota.  Failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision nor of the right to enforce such provision.  Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby.