G TechAid IT Support

Terms & Conditions

These Terms & Conditions ("Terms") represent a legally binding agreement between you and RGT Consultants LLC ("we" or "Consultant"), and govern the Services and information provided to you by Consultant that we own, control, or make available to you.

These Terms may be revised and updated by us from time to time without notice to you. All changes are effective immediately when we post them. Your continued use of the Services is your acceptance of the revised and the updated Terms.

Services

Consultant is experienced, knowledgeable, and qualified in the business of providing technology support and assistance in setting up and managing consoles, and using Google "Workspace" and "ChromeOS" (the "Services"). You have subscribed or plan to subscribe for such Services for a specific number of hours pursuant to your purchase of our GTechAid IT Support Block through our retailer ("Reseller"). Your purchase of the particular number of hours of our Services on and subject to the terms hereof is referred to as the "Subscription."

The Services may be performed via telephone and other forms of remote correspondence and may include meetings with personnel and other consultants at times and locations at Consultant's discretion. Consultant does not coordinate or conduct in-person support sessions. In each instance, Consultant shall perform the Services only upon your request. You and Consultant acknowledge and agree that:

• we are not obligated to provide Services for more than the number of hours purchased as part of a given Subscription; and

• any hours of Services purchased as part of a given Subscription will lapse and be forfeited if not used within one year of the date of purchase.

In the event that you use all of the hours of Services you have subscribed to within a year or one year passes before you utilize all such hours, you may purchase a new subscription.

To initiate a request for Services, you must file a support ticket in our customer portal. We will confirm receipt within 48 hours of each request sent, and at the time of confirmation will begin the process of setting up a session with a support professional at a mutually agreeable time. Support professionals are available to conduct sessions only between the hours of 8:00 a.m. (Central) and 5:00 p.m. (Central), Monday through Friday, excluding federal holidays.

The following terms govern the calculation of the amount of time that you consume - i.e., that reduces the remaining number of hours available of those you purchased as part of a Subscription:

• When you submit a support ticket in our customer portal, time available under your Subscription will be debited 15 minutes, to reflect time for the relevant support staff to confirm receipt, review the submission, and set up a support session.

• After you have submitted a support ticket, time available under your Subscription will be debited for the time a support professional spends (rounded up to the nearest one-quarter of an hour (15 minute) increment, as noted below) researching a solution to your particular issue or meeting (virtually or on calls) with you (or the relevant authorized user).

• If you (or the relevant authorized user) fail to attend a scheduled meeting without providing at least 24 hours notice that you will not be able to attend or must reschedule, then the time available under your Subscription will be debited 30 minutes, regardless of the length of time the session may have been scheduled for.

• Time debited will be rounded up to the nearest one-quarter of an hour (15 minute) increment at the end of each task, whether researching a solution or a given meeting, so that, for example, if a professional spends 52 minutes on a call with you, this would result in debiting the time available under your Subscription by 60 minutes.

• Support session meetings will not begin before 8:00 a.m. (Central) and will end promptly at 5:00 p.m. (Central), irrespective of start time or progress, unless otherwise mutually agreed in writing by you and us. Where a given session, or part of a session, occurs outside normal operating times, additional fees or time debits may apply.

• Time spent by our support professionals shall be determined solely by reference to our records. You may request a summary of time spent on any given task.

Access and Use

You are required to register with us and ZenDesk in order to access certain services or areas of the Site. You agree that all information you provide to register with our site and ZenDesk's site is correct, current, and complete.

If you create, or are provided with, a username, password, or any other piece of information as part of our security procedures, it is for your personal use only as a company authorized user, subject to the permitted addition of authorized users. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password, or authorized users thereunder. In addition to all other rights available under these Terms, we reserve the right, in its sole discretion, to terminate your account or refuse service to you, if we reasonably determine that you, or someone acting under your account and password have violated, or are violating, these Terms.

We may, at any time, suspend, terminate, or modify the availability of the Site and Content, in whole or in part, to any individual, group, or everyone, for any reason and in our sole discretion, and without advance notice or liability. The provisions of these Terms, which by their nature should survive your suspension or termination, will survive.

Unlawful or Prohibited Uses

Our Services, and the related web-sites or platforms, may only be used for lawful purposes in accordance with these Terms and the license granted in these Terms. As a condition of your use of Services and the related web-sites, modules, or platforms (the "Site"), you hereby covenant and agree that you will not use the Services or Site for any purpose that is unlawful or prohibited by these Terms. You may not:

• make any commercial use of the Services or Site or its content ("Content");

• download, copy, or transmit any Content for the benefit of any other merchant;

• use or attempt to use any engine, software, tool, agent, data, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site other than the search engine and search agents provided by us or generally publicly available browsers;

• make any use of data extraction, scraping, mining, or other data gathering tools, or create a database by systematically downloading or storing Site content, or otherwise scrape, collect, store, or use any Content, except pursuant to the limited license granted by these Terms;

• use any meta tags or any other hidden text;

• misrepresent the identity of a user, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services or Site, or express or imply that we endorse any statement you make;

• conduct fraudulent or illegal activities using the Services or on the Site;

• violate or attempt to violate the security features of the Site;

• tamper with the Site or use or attempt to use any device, software, routine, or data that interferes or attempts to interfere with the working or functionality of the Site or any activity being conducted on the Site;

• use the Site to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others' privacy rights or rights of publicity;

• modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site; or

• remove any copyright, trademark, or other proprietary rights notice from the Site or materials originating from the Site.

Confidentiality

You acknowledge and agree that all non-public information of or concerning the Services, pricing or price changes related to your Subscription, conversations and correspondence between us and you, or others acting under your Subscription, and our methods, strategies, ideas, know-how, software, applications, and any copyrighted or copyrightable or patented or patentable works constituting or used to deliver the Services are all to be considered confidential information and materials of Consultant. You covenant and agree that you will not use the same for the benefit of third parties, nor for any purpose other than your internal support related tasks, and that you will refrain from disclosing the same to any third-party.

Intellectual Property

Consultant shall be and remain the owner of all right, title, and interest in and to its methods, strategies, ideas, know-how, software, applications, and any copyrighted or copyrightable or patented or patentable works constituting or used to deliver the Services. Nothing in these Terms shall be deemed to transfer or confer any right, title, or interest in or to any intellectual property. Title to all inventions and discoveries made by Consultant resulting from Services performed hereunder shall reside in Consultant; title to all inventions and discoveries made by you resulting from the Services performed hereunder shall reside in you. Notwithstanding the foregoing, you acknowledge and agree that delivery of the Services may require or involve the use of information, web-sites, modules, or other programs and applications of third-parties, and you hereby acknowledge and agree to abide by the terms of service or applicable policies of said third-parties as a condition to being provided the Services.

Use and Storage of Personal Data

For purposes of these Terms, "Personal Data" means and consists of information made available to us through your use of our Services under these Terms, including information such as your first and last name, email address and phone number, physical address, company domain, billing records, call, or messaging logs, as well as the content of communications sent through or integrated with our Services. Consultant will use commercially reasonable and measurable efforts to safeguard your Personal Data.

Except as agreed by Consultant and you in writing, Consultant may periodically delete your Personal Data. Further, data storage is not guaranteed by us, and you agree that we will not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the loss or deletion of your Personal Data.

You further acknowledge and agree that we may access or disclose Personal Data, including the content of communications stored on our systems, if (i) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process, or government request, (ii) to enforce our agreements and policies, (iii) to protect the security or integrity of our services and products, (iv) to protect ourselves, our other customers, or the public from harm or illegal activities, or (v) to respond to an emergency which we believe in good faith requires us to disclose data to assist in preventing death or serious bodily injury.

You acknowledge and agree that Consultant may record or monitor any calls, correspondence, or communication with Consultant or its personnel in the course of providing the Services, and your acceptance of these Terms shall constitute written consent to the same. Relatedly, you hereby represent and warrant that any individual requesting Services through your Subscription has given their individual written consent to Consultant recording and monitoring any calls, correspondence, or communication with Consultant or its personnel in the course of providing the Services, and agree to defend, indemnify, and hold harmless Consultant from and against any claim, damage, or loss related to any recording or monitoring of any calls, correspondence, or communication with Consultant or its personnel in the course of providing the Services.

Compliance with Laws and Regulations

In the performance of the Services hereunder, Consultant shall comply with all applicable federal, state, and local laws, regulations and guidelines. Consultant shall also comply with your policies when on your premises. Similarly, you agree that you will not utilize the Services in any manner or for any purposes that violates applicable federal, state, and local laws, regulations, guidelines, or the confidentiality or privacy rights of any third-party.

Limitation of Liability; Indemnification

Consultant shall not be liable to you for any loss incurred in the performance of the Services unless caused by Consultant's intentional misconduct. You agree, at your sole defense, to indemnify and defend Consultant from and against any damages, claims, or suits by third parties against Consultant arising from the performance of the Services hereunder unless caused by Consultant's gross negligence or intentional misconduct. EXCEPT WHERE SUCH DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, IN NO EVENT SHALL CONSULTANT, OR ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS, BE LIABLE TO YOU, OR OTHERS ACTING ON YOUR BEHALF THROUGH THE SUBSCRIPTION, FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES, OR THESE TERMS, REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, EVEN IF SUCH DAMAGES WERE FORESEEABLE.

Independent Contractor

Consultant's status under these Terms is that of an independent contractor. Consultant shall not be deemed your employee, agent, partner or joint venturer for any purpose whatsoever, and Consultant shall have no authority to bind or act on your behalf. The Services shall not entitle Consultant to participate in any benefit plan or program. Consultant shall be responsible for, and agrees to comply with, obligations under federal and state tax laws for payment of income and, if applicable, self-employment tax.

Assignment

You may not assign your Subscription, these Terms, or any interest herein to any third party without our prior written consent. Any attempted assignment or delegation without such consent shall be null and void. We may assign our rights and obligations hereunder freely, without your consent, provided that we give you notice of such assignment.

Entire Agreement

These Terms along with the Subscription contain the entire understanding of the parties with respect to the matters herein contained and supersedes all previous agreements and undertakings with respect thereto. This agreement may be modified only by written agreement signed by the parties.

Warranty Acknowledgment

YOU HEREBY ACKNOWLEDGE AND AGREE THAT, WITHOUT LIMITING CONSULTANT'S EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, CONSULTANT HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND, FURTHER, THAT CONSULTANT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE PERFORMED WITHOUT ERROR, DOWN-TIME OR INTERRUPTION. CONSULTANT'S SERVICES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW.

General Provisions

These Terms operate to the fullest extent permissible by law. These Terms and the Subscription are interdependent. The invalidity or unenforceability of any provision of thereof may affect the interdependency of thereof. In the event any provision hereof or any of the Subscription is rendered invalid or unenforceable, you shall negotiate in good faith to remedy the invalidity or unenforceability of such provision. If the parties are unable to negotiate an acceptable remedy, then these Terms and the Subscription shall be void and neither party shall be bound by any of the Terms or provisions hereof. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. These Terms are governed by, and construed in accordance with, the laws of the State of Missouri, without giving effect to any principles of conflicts of law.

Notices

Except as explicitly stated otherwise, any notices we send you will be sent to the email address you provided to us during the registration process. Similarly, any notices you send us must be sent via our customer portal. Notice shall be deemed given 24 hours after email is sent or logged in customer's portal, unless the sending party is notified that the email address is invalid.

Dispute Resolution

In the event a dispute arises between you and Consultant, you agree that such dispute shall be resolved exclusively with the Reseller in accordance with the Subscription. Before resorting to formal proceedings with your Reseller, we ask that you first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute at our discretion.