### Terms of Service

_Last Updated On: March 8, 2025_

This Master Service Agreement ("MSA", "agreement") is made and entered into by and between (“Client”) and Your PC Magician, LLC, a Virginia Limited Liability Company (“YPM”).

**Definitions:**

- **Computer System:** The Equipment, the Software and the Network
- **Data:** The computer records which are, from time to time, stored on the Computer System
- **Network:** The voice, data, local area, wide-area and value-added networks
- **Services:** Any work, duties, or functions performed by YPM for the benefit of Client, which may include, but are not limited to, professional, technical, consulting, administrative, or other types of assistance.

**1. Term:** This agreement shall commence on the Effective Date and continue for an Initial Period of thirty-six (36) months. This agreement automatically renews for consecutive twelve (12) month periods unless a later agreement/amendment supersedes the contents of this agreement.

A non-breaching party shall have the right to terminate this Agreement for cause upon sixty (60) days written notice to the other if any of the following events occur: a material breach of any term, provision, representation, or warranty of this Agreement that remains uncured thirty (30) days after the non-breaching Party provides written notice; a material breach of any intellectual property or confidentiality obligations; or the breaching Party becomes insolvent or is subject to any proceeding under federal bankruptcy laws or similar creditor protection laws, and such condition continues for ninety (90) days after written notice from the non-breaching party.

**2. Scope of Work:** YPM will do one or more of the Services listed in exchange for payment from Client:

- Maintenance and/or repair of Computer System(s)
- Procure hardware and services on behalf of Client
- Provide Voice over IP (VoIP) phone service
- Provide data backup and recovery services
- Provide subscription-based service(s), ("INFINITYcare", "INFINITYvoice", "Microsoft Office 365", etc.)
- Other technical and/or consulting Services

**3. Monthly Services:** YPM will use its reasonable efforts to provide the services that the Client requests, including but not limited to, helpdesk support, anti-virus software, automated PC health checks, automated patches and updates, online backup services, voice and data services.

**4. Hourly Services:** Client and YPM understand that support may be needed that falls outside the scope of the Monthly Services Component of the Agreement. Any services performed under this provision will be invoiced as Hourly Charges as described in Paragraph 7 of this Agreement.

**5. Professional Services (Projects):** Professional Services may include, but are not limited to, network design and deployment, infrastructure upgrades, cybersecurity assessments, cloud migrations, and other project-based initiatives.

**6. Resold Services:** YPM partners with many different vendors to resell their products and services. YPM is strictly the reseller of these products and services, and the Client agrees to all terms of the vendor's product or service.

**7. Invoicing:** YPM will invoice Client monthly on the 1st day of each month for all service fees payable and/or other expenses reimbursable under this Agreement.

- Invoicing for the Monthly Services described in Paragraph 3 of this agreement will occur on the 1st of the month within which the services will be provided.
- Invoicing for the Hourly Services described in Paragraph 4 of this Agreement will occur after completion of the service event.
- Payment terms for invoices under this Agreement will be NET 30 days from the invoice date.

**8. Payments:** YPM reserves the right to pause the provision of any/all services and/or hold Client’s device(s) until full payment has been received. Client shall submit all payments under this Agreement to YPM via electronic means, including online credit card processing system(s).

**9. Refunds:** Labor charges are non-refundable. In the event that a part is determined to be incompatible or defective, YPM will reorder the correct part or refund Client.

**10. Collection Costs:** Client shall reimburse YPM for all reasonable costs, charges, and expenses, including reasonable attorneys' fees, expended or incurred by YPM in the collection of any fees, expenses, or other amounts owing to YPM by Client under this Agreement.

**11. Independent Contractor Status:** YPM is an independent contractor, not an employee or partner of Client.

**12. Confidentiality:** Any proprietary information disclosed by either the Client or YPM, to either the Client or YPM, shall remain confidential.

**13. Choice of Law:** The terms and provisions of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

**14. Venue:** Any dispute arising under this Agreement shall be in the exclusive jurisdiction of the County of Chesterfield, Virginia.

**15. Severability:** If a court of competent jurisdiction holds that any provision of this agreement is invalid or unenforceable, all other provisions shall continue in full force and effect.

**16. Indemnification:** Each party shall defend, indemnify, and hold harmless the other party against all actions, claims, losses, liabilities, and demands whatsoever.

**17. Force Majeure:** YPM shall not be responsible for any delay arising out of causes beyond its control.

**18. Assignment:** The rights and obligations of each party under this Agreement may not be assigned without written consent of the other party.

**19. Entire Agreement:** This Agreement constitutes the entire understanding between YPM and Client and supersedes all prior agreements.

**20. Limitations of Support:** YPM shall not be responsible for supporting personally owned equipment, home network issues, or older/unsupported equipment and software.

**21. Security Baselines:** YPM implements industry-standard security practices to protect your IT environment. Customers must adhere to specific security guidelines, including, but not limited to, enforcing strong password policies and multi-factor authentication.

**22. No Third Party Beneficiaries:** This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors.

**23. Warranty for Repairs and Replacements:** YPM offers a 30-day labor warranty on services provided.

**24. Client Responsibilities:** The Client shall ensure that the Computer System is used properly and cooperates fully with YPM's personnel.

**25. Arbitration:** Any disputes arising out of or relating to this Agreement shall be determined exclusively by binding arbitration in accordance with the laws of the Commonwealth of Virginia.

**26. Miscellaneous:** Upon providing YPM an email address, YPM will add Client to the Company’s mailing list.