You have requested the support service described below (the "Service") from HelpDesk Now ("Provider") through http://support.helpdesk-now.com./ (the "Site"), a web site maintained by Provider. The Service will be provided to you subject to the following terms and conditions:

By confirming below that these terms have been reviewed and accepted by you, you will be bound by these terms and they will form the agreement between you and Provider upon which the Service will be provided. Provider will not be required to perform the Service requested by you through the Site until it accepts your request in writing or electronically. If you issue a purchase order or other writing in connection with the Service, any provision of such purchase order or other writing inconsistent with these terms will not be binding upon Provider and, to the extent any such inconsistency exists, these terms will control.

The Service allows you to interact online with computer experts ("Experts") and allows Experts to gain remote access to your computer to assist in resolving your computer problems. The Service also employs software to collect system information about your computer, diagnose your computer problem using such information, relay such information and a diagnosis to an Expert and/or you, and, if authorized by you, allow Experts to remotely access your computer and/or make repairs. While the use of many components of the Service are optional, Provider must have your current system information in order to perform the Service. If you deny Provider's request to obtain such information, Provider will not be able to process your request to the full extent possible and will be limited in providing the Service.

Repair Process. You may ask Provider questions about software and hardware malfunctions related to the products that appear on Provider's list of supported products. Provider may refuse to answer a question that is related to a product not mentioned on the supported products list. Answering a question relating to an unsupported product should be considered a courtesy and not an obligation of Provider.

You have a choice of conducting the dialogue via the Off-line Message Exchange or Chat. You can switch between these two modes at any time depending upon your preferences or the advice of an Expert. A question can consist of multiple chat sessions and/or messages. For your convenience, Provider maintains a transcript of all messages and chat sessions within a question. This transcript is available to you in the Current Questions section. If you close the question the transcript will be placed to the Closed Calls section for your future referral You should not close the question if, for some reason, you are going to discuss it with Provider's customer service representative. When you are sure that the problem is solved or for some reason you want to stop discussing the issue, you should close the question.

Software. Provider will make software available to you in connection with the Service (the "Software"). The availability of the Software is subject to the license agreement that you must accept before using the Software. The Software includes the following:

a. WebI software collects a wide variety of useful information about the state of a computer system and the applications on it. This information is packaged into a document containing all the essential details needed by Experts and is sent over the Internet to a server maintained by Provider. Experts analyze this information to help diagnose and solve end-user problems.
b. WebI Screen Sharing module allows you to grant control of your computer to an Expert remotely over the Internet, so that the Expert can diagnose or correct problems. Experts will not use the screen sharing software unless you have explicitly consented to its use.

You must register for the Service. As part of the registration process, you must (a) provide certain information in completing Provider's Registration Form, (b) warrant such information to be current, complete and accurate and (c) update such information to keep it complete and accurate at all times. You must be of a legal age that gives you the right to form enforceable contracts (currently eighteen years of age or older in many states of the United States) to register for the Service. Provider reserves the right to refuse the Service to you for any reason.

You will be required to choose a logon name and password to use the Service. You are responsible for maintaining the confidentiality of your password and must immediately notify Provider in writing or electronically of any unauthorized use of your password.

Upon registering for the Service, Provider grants you a limited license to access the Site, use the Service for support of one computer and download and use one copy of the Software. You must apply for a separate account for each computer you want to be supported by Provider. Your right to use the Service is personal to you and you may not resell or otherwise transfer the use of the Service, the Software or other materials or information obtained by you through the Service without the express written consent of Provider.

The Service is currently available on 1-month, 3-month, 6-month and 12-month subscription basis, and alternatively on a pay-per-incident basis.
During signup you will be asked to provide us with your name as it appears on your credit card, your credit card number and expiration date. The fee for your subscription will be charged to your credit card. If you sign up for the 1-month plan, your subscription will be renewed for the next period and your credit card will be billed automatically at the end of each monthly subscription period until you cancel your subscription. You will be asked to renew all other subscription plans manually upon expiration of your current subscription. However, the first 15 days of subscription are completely free, and if you are not satisfied with the quality of our technical assistance you can discontinue your membership without any obligations and we will immediately return your money in full.
If you subscribed on a pay-per-incident basis you will be charged for each incident separately, and a one-time setup fee will apply for your pay-per-incident account during signup. If at any time after receiving support and if after repeated attempts using commercially reasonable efforts, Provider is unable to satisfactory resolve your reasonable request for support, Provider will provide you with a full refund for the particular support incident Provider failed to resolve within two business days of of submitting request through the linked electronic form (http://helpdesk-now.liverepair.net/providers/helpdesk-now/global/help/contactus.asp?subject=Refund%20Request).

All fees payable in connection with the Service will be charged directly to the credit card you provide to Provider.

You must (a) comply with all applicable laws in connection with your use of the Service, (b) not use the Service for any illegal purpose, (c) not interfere or otherwise disrupt networks connected to the Service, (d) not use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (e) not transmit through the Service, through Feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any nature, (f) not attempt to gain unauthorized access to other computer systems and (g) not interfere with another user's use and enjoyment of the Service. You are solely responsible for backing up all data stored on your computer and for protecting such data from loss or theft.

Provider offers the Site and the Service from its headquarters in the United States for customers located in the United States and makes no representation that the Service or the Site are appropriate or will be available for use in other jurisdictions. Unless otherwise explicitly stated, all marketing or promotional materials found on the Site are solely directed to individuals and entities located in the United States. Your use of the Service is subject to all applicable laws.

While Provider will attempt to protect information about you, such as your name and credit card information from inadvertent disclosure, it does not assume any responsibility if such information is disclosed through the Service or the Site due to circumstances beyond Provider's control. You should read Provider's Privacy Policy for more information regarding privacy.

You may not advertise your use of the Service, in any form, without first obtaining Provider's consent in writing or electronically. In addition, you may not use the name or any trademark or service mark of Provider for any purpose without first obtaining Provider's consent in writing or electronically.

THE SERVICES ARE RENDERED BY HelpDesk Now WITHOUT ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, HelpDesk Now DOES NOT WARRANT OR REPRESENT THAT (A) THE SERVICE OR THE SITE WILL BE ERROR FREE, (B) DEFECTS IN THE SERVICES OR THE SITE WILL BE CORRECTED OR (C) THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPUTER CODE.

HelpDesk Now WILL NOT, WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE, BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES INCURRED BY YOU IN CONNECTION WITH THE SERVICES, THE SITE OR ANY OTHER MATTER (INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS), EVEN IF THE POSSIBILITY OF SUCH DAMAGES COULD HAVE BEEN FORESEEN BY HelpDesk Now, OR FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF $50 OR THE FEES PAID BY YOU FOR THE SERVICE DURING THE YEAR IN WHICH YOU INCURRED SUCH DAMAGES.

You shall indemnify and hold harmless Provider from and against all costs, damages, expenses, liabilities and losses incurred by Provider (including, but not limited to, fees and disbursements of counsel to Provider) (a) in connection with (i) your failure to perform any obligation pursuant to these terms and conditions and (ii) your negligence or (b) otherwise in connection with your use of the Service or the Site, except to the extent such costs, damages, expenses and losses are incurred by Provider solely due to the gross negligence of Provider.

No fees charged by Provider for the Service include any taxes or other government-imposed fees, unless expressly stated to include such taxes or other government-imposed fees. You are responsible for the payment of all such taxes and other government- imposed fees.

Provider may at any time suspend, terminate or modify the Service, or your access to the Site, without notice to you and without any liability to you for such suspension, termination or modification. You may terminate the Service at any time by giving written or electronic notice to Provider; provided, however, that you will not be entitled to a refund of any fees prepaid by you for the Service.

You may send email notices to Provider or use our other contacts. Any such notice will be effective upon actual receipt by Provider. Provider may send notices to you through e-mail, regular mail or a posting on the Site. Any such notice will be effective upon actual receipt by you in the case of e-mail or regular mail or upon posting in the case of such notice being posted on the Site.

You and Provider are independent contractors and not agents of the other for any purpose. Neither you nor Provider may act for the other or incur any indebtedness, liability or obligation on behalf of the other.

Provider will not be liable to you for any failure or delay in the performance of an obligation pursuant to these terms and conditions to the extent such failure or delay is caused by circumstances beyond its reasonable control (including, but not limited to, earthquake, fire, flood or other casualty, an act of God, a strike, lockout or other labor dispute, war, embargo, blockade, legal restriction, riot, insurrection or governmental action).

Any claim, controversy or dispute arising out of or relating to these terms and conditions shall be settled by arbitration conducted in New York City in accordance with the commercial rules of the American Arbitration Association then in effect. Any award rendered by the arbitrators will be final for all purposes. A judgment upon such award may be entered into, and enforced by, any court having jurisdiction over such claim, controversy or dispute. The arbitrators will possess the powers to issue injunctions, restraining orders and other equitable relief in connection with such arbitration. All costs and expenses of such arbitration must be paid by the losing party unless otherwise allocated by the arbitrators. Nothing in this Section shall affect the right of Provider or you to request from a court of competent jurisdiction an injunction, restraining order or other equitable relief.

No individual or entity is a third-party beneficiary to this Agreement. Each provision of this Agreement may be enforced only by Provider or you or, to the extent permitted by this Agreement, any successor or assignee of Provider or you.

These terms and conditions (a) may be amended by Provider at any time by you and Provider in a writing executed by you and Provider, (b) inure to the benefit of and are binding upon you and Provider and each of your and Provider's successors and assignees, except that you may not assign any of your obligations under these terms and conditions without first obtaining the written consent of Provider, (c) are governed by, and will be interpreted and enforced in accordance with, the internal law of the State of New York, without regard to principles of conflict of laws, and (d) constitute the entire agreement between you and Provider with respect to the subject matter of this Agreement, and supersede all prior oral and written proposals, representations, understandings and agreements.

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