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This Service Agreement (“Agreement”) is a valid legal agreement between NEX CONSULTING US (“NEX”) with a principal business address at 15500 Erwin St., Suite 4008, Van Nuys, California 91411 and the client, the individual or single entity ordering NEX Services (“Services”) via NEX customer service call center (“Sign-up Process”). This Agreement governs the client’s purchase and use of NEX Services ordered by the client during the Sign-up Process.

For purposes of this Agreement, the 'Effective date' shall be that time when the client uses his or her credit card and the payment for use thereof has been successfully made.


The terms of this Agreement shall commence on the Effective Date, as herein defined.


R E C I T A L S

WHEREAS , NEX is an IT service company that offers IT services.

WHEREAS, WWW.EXTERNALMIS.COM is a brand product and service of NEX,

WHEREAS, client chooses to employ the aforementioned IT services of NEX,

WHEREAS, client has carefully reviewed the Terms of Service Agreement and abides by terms and conditions mentioned in this Agreement.

NOW THEREFORE , in consideration of the terms and conditions set forth in this Agreement, NEX and client agree to the foregoing and as follows:

Benefits and Coverage

Subject to payment by Customer of the monthly support fee as set forth below, NEX will provide the following services during the term of this Agreement (the “Support Services”):

  1. NEX will maintain the System as set forth in this Agreement. NEX will respond to customer telephone inquiries regarding the performance of the System ("Support Calls") in a timely manner by telephone and will use its best efforts to resolve any defaults or errors in the System during such initial telephone response. However, some problems may require research and in such cases (as reasonably determined by NEX)

  2. NEX will perform such preventive maintenance inspections as:

    • Specified by NEX
    • In conjunction with emergency service calls
  3. In the event Customer purchases new hardware, equipment, or software to be used in connection with the System (“New Components”), Customer shall notify NEX with the details of such purchase. Any New Components acquired by Customer during the term of this Agreement may be eligible for Support Services as part of the "System" as determined solely by NEX.
  4. NEX will provide installation of any new software releases covered in the System and applicable to Customer's support needs (as reasonably determined by NEX), subject to the ability of NEX to obtain appropriate licensing and other rights to perform such installation services without additional cost. If the licensing of these releases is required and available at an additional cost, Customer may elect to purchase the required licenses at its expense and NEX will perform the installation and configuration of said releases without additional cost to Customer. NEX will not perform service on any system that it reasonably believes to be in violation of any governing copyright or patent law and may require Customer to produce documentation of legal ownership or its right to use any products attached to or installed on the System.
  5. If requested, monthly reports will be provided to Customer by NEX that will recap the activity logged by NEX service representatives. This report will show the number of System inquiries by Customer and the resolutions provided by NEX.
  6. Support Services do not include repairs made necessary by accident, abuse, misuse, fire, neglect, vandalism, theft, electrical power failure, water or other casualty, or other repairs made necessary by service performed by personnel other than those authorized by NEX.

CUSTOMER RESPONSIBILITIES

  1. Customer represents that the System is in good working condition on the Effective Date. The System is subject to inspection and repair at the Customer’s expense prior to NEX’ acceptance of this Agreement.
  2. Customer represents that the System/Network has an active broadband internet connection (Satellite & dial-up not included ) and using a Microsoft Operating System. Any repairs or support services performed by NEX to the System/Network caused by Customer's breach of this Section shall not be considered Support Services and will be chargeable to the Customer at the current time and material rates of NEX.
  3. The Customer will identify @ least one (1) support contacts per location as its designated authorized "Support Contacts." Such Support Contacts shall be full time employees of Customer’s, knowledgeable and trained to make Support Calls, receive responses thereto and coordinate and facilitate the Support Services. NEX reserves the right to decline Support Service requests from a person who is not properly trained, in which case the Customer may identify another properly trained Support Contact.
  4. In addition to the obligations of Customer as otherwise specified in this Agreement, Customer shall be solely responsible for the following:

    • Selection of the System components for Customer’s intended results;
    • Procuring all System components which may be required to operate the System;
    • The compatibility of each of the System components with its other components;
    • The use and operation of the System and the results obtained from its use; and
    • Providing and maintaining the appropriate operating environment for the System,
       and maintaining proper back up and disaster recovery procedures and facilities.
  5. Customer hereby warrants that all computer software, data, information, and equipment provided or disclosed to NEX during the term of this Agreement may be utilized by NEX without violation of any patent law, copyright law, moral rights law, trade secret law, semi-conductor chip protection law, trademark law, unfair competition law or other similar rights. Customer hereby agrees to indemnify, defend and hold harmless NEX and its directors, officers, shareholders, employees and agents from and against any and all claims, liabilities, losses, damages and causes of action, together with all costs and expenses, including reasonable attorneys fees, arising out of or resulting from any infringement, violation or claim thereof arising from the activities of NEX under this Agreement.

FEES

  1. Customer shall pay to NEX the monthly support fee (as mutually agreed by the parties) for any Renewal Term (as defined below) prior to the anniversary of the Effective Date applicable to such Renewal Term. Customer is solely responsible for ensuring that NEX receives the appropriate payments prior to the due dates. NEX’s failure to receive the full amount owed prior to the due date shall constitute a breach as defined below.

  2. In the event of a breach by Customer, NEX reserves the right to immediately cancel this Agreement and discontinue providing the Support Services. Any further support requests made after the breach will be responded to at NEX’s discretion and will be chargeable to the Customer at the then current time and material rates of NEX, payable to NEX within thirty (30) days after receipt by Customer of the invoice for same.

  3. Should client fail to pay any fees on the date due for payments, NEX shall have the right to make use of any or all of the following:

    a. Assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available

    b. Suspend or terminate any access to any or all of the services of NEX,

    c. Terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments.

GENERAL

  1. Unless otherwise stated, this Agreement shall be effective for the period of one year from the Effective Date (the “Initial Term”). Customer and NEX may mutually renew this Agreement for
    one-year periods (the “Renewal Term”) as mutually agreed in writing by the parties (the Initial Term along with each Renewal Term being the “term” of this Agreement).
  2. This Agreement may be terminated by either party as of the first day of the month following thirty (30) days written notice by Customer to NEX, or by NEX to Customer.
  3. NEX shall use its best efforts in performing any service under the terms of this Agreement. Other than as expressly set forth above, NEX does not make any express or implied warranties, conditions, or representations hereunder or otherwise regarding this Agreement, whether oral or written, express, implied or statutory.
  4. In no event shall NEX be liable for any damages, direct or consequential, incidental or exemplary, incurred as a result of the service provided by NEX from Customer under this Agreement.
  5. This Agreement is not assignable by Customer without the prior written consent of NEX. Any attempt to assign any of the rights, duties or obligations of this Agreement without such consent is void.
  6. The relationship of Customer and NEX established under this Agreement is of independent contractors, and nothing in this Agreement shall be construed:

    * To give either party the power to direct or control the daily activities of the other party;
    * To constitute the parties as employer and employee, principal and agent, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking; or
    * To allow either party to create or assume any obligation on behalf of the other party for any.
  7. NEX acknowledges that in the course of providing the Support Services, NEX, or its employees of consultants, may be supplied with or come into possession of information, which is confidential and proprietary to Customer. NEX hereby agrees that it will keep all such information confidential and will not disclose such information to any third party without the prior written consent of Customer. In addition, NEX agrees to take such action as may be necessary or appropriate by way of agreement with, and instruction to, its employees or consultants so as to maintain the confidentiality of such confidential information of Customer.
  8. This Agreement will be governed by and interpreted in accordance with the laws of the State of California.
  9. This Agreement contains the entire Agreement of the parties relating to its subject matter.
 
   
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Service Agreement