TERMS OF SERVICE

In this Agreement, the party who is contracting to receive services shall be referred to as "CLIENT", and A-Z TECHS, who will be providing the services, shall be referred to as "AZT".

AZT has a background in the maintenance of computers and computer networks and is willing to provide services to CLIENT based on this background.

CLIENT desires to have services provided by AZT. Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. AZT provide the following services (collectively, the "Services"):
Local area network support
Computer parts upgrade and replacement
Computer hardware installation
Computer software installation
Peripheral devices installation, configuration and trouble-shooting

2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by AZT shall be determined by AZT. CLIENT will rely on AZT to work as many hours as may be reasonably necessary to fulfill AZT's obligations under this Agreement.

3. PAYMENT.
CONTRACTED CLIENTS are billed monthly by invoice for all service hours in a given month at agreed upon rate. Payment by check or credit card accepted. Additionally, CLIENT will pay for hardware or software required to complete each project.  AZT shall submit invoices for all completed work prior to the 3rd day of the month following the month during which the Services were performed.  Payment by CLIENT will be made no later than the 15th day of the month in which said invoice is received. 

NON-CONTRACTED CLIENTS are billed by sales receipt for all service hours, hardware, and software required to complete a project. Payment is due in full at time of service. Payment by check or credit card accepted.  

4. SUPPORT SERVICES. CLIENT will not provide support services, including office space and secretarial services, for the benefit of AZT.

5. NEW PROJECT APPROVAL. AZT shall obtain the approval of CLIENT via signature or electronic mail prior to the commencement of a new project.

6. TERM/TERMINATION. The contracted client agreement shall be effective for a period of one year and shall automatically renew for successive terms of the same duration, unless either party provides 30 days written notice to the other party prior to the termination of the applicable initial term or renewal term.

7. WARRANTIES.  AZT warrants that the Services shall be performed in a workmanlike and professional manner. AZT shall correct all errors, inconsistencies, or malfunctions due to provision of the Services discovered by CLIENT during the period ending thirty (30) days from receipt of invoice or sales receipt documenting said Services.

8. RELATIONSHIP OF PARTIES. It is understood by the parties that AZT is an independent contractor with respect to CLIENT, and not an employee of CLIENT. CLIENT will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of AZT.

9. EMPLOYEES. AZT's employees, if any, who perform services for CLIENT under this Agreement shall also be bound by the provisions of this Agreement. At the request of CLIENT, AZT shall provide adequate evidence that such persons are AZT's employees.

10. INJURIES. AZT acknowledges AZT's obligation to obtain appropriate insurance coverage for the benefit of AZT (and AZT's employees, if any). AZT waives any rights to recovery from CLIENT for any injuries that AZT (and/or AZT's employees) may sustain while performing services under this Agreement and that are a result of the negligence of AZT or AZT's employees.

11. LIMITED LIABILITY. Except with respect to AZT’s obligations under Articles 7, 13, and 15, neither party shall be liable to the other for any lost profits or indirect or consequential damages arising under this Agreement or any Statement of Work.

12. ASSIGNMENT. AZT's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of CLIENT.

13. CONFIDENTIALITY. CLIENT recognizes that AZT has and will have access to the following information:

- business affairs
- technical information

and other proprietary information (collectively, "Information") which are valuable, special and unique assets of CLIENT. and need to be protected from improper disclosure. In consideration for the disclosure of the Information, AZT agrees that AZT will not at any time or in any manner, either directly or indirectly, use any Information for AZT's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of CLIENT. AZT will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.

14. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that AZT has disclosed (or has threatened to disclose) Information in violation of this Agreement, CLIENT shall be entitled to an injunction to restrain AZT from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed.

15. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

16. RETURN OF RECORDS. Upon termination of this Agreement, AZT shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in AZT's possession or under AZT's control and that are CLIENT's property or relate to CLIENT's business.

17. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

IF for CLIENT:
CLIENT NAME
CLIENT ADDRESS
CLIENT CITY, STATE ZIP

IF for AZT:
Computer Gal LLC
655 S Main St. STE 200
Orange, CA 92868

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

19. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

20. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

21. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

22. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.