This Agreement shall govern the terms between Purchaser ("Purchaser") and Hi Tech Crime Solutions ("HTCS"), (collectively referred to as the "Parties") whereby HTCS shall provide the services stated herein on the terms and conditions stated below.
  1. Services: HTCS shall perform a security audit ("Computer Security Audit") on Purchaser's computer(s) to determine possible sources of vulnerability and low security areas to Purchaser's computer system ("Services") in accordance with the terms and conditions of this Agreement. HTCS will only perform and provide the Services as requested by the Purchaser. HTCS will conduct honest, reasonable, and considerate Services. Purchaser's system will not be intentionally harmed. In the case of accidental damage of data to Purchaser's system or data loss caused by already existing problems in Purchaser's system such as viruses, bad configured software, or hardware problems/failures, Purchaser agrees to hold HTCS harmless from damages resulting from such problems. Purchaser understands that in the process of working on your computer equipment, there is a potential for data loss. Purchaser agrees that he/she has made the necessary backups of his/her data so that, in the event of such loss, the data can be restored. HTCS will not be responsible for data loss. Purchaser authorizes HTCS to install any necessary software on Purchaser's computer to perform required services. All software will be deleted / uninstalled upon completion of the service.
  2. No Guarantee: The goal of HTCS is to provide the highest quality of service, but specific results cannot be guaranteed. The Computer Security Audit is provided as a service. There may be circumstances under which your computer's security system cannot be breached by HTCS; however this is not a guarantee by HTCS that no third party can breach your computer's security wall. HTCS can only represent that your computer's security system could not be breached with the programs utilized by HTCS during its Computer Security Audit.
  3. Delivery of the Services: HTCS shall commence the provision of the Services within 24 hours of Purchaser submitting payment to HTCS. HTCS shall complete the Services within 72 hours from the start of services.
  4. Price: As consideration for the provision of the Services by the HTCS, the price for the provision of the Services is as stated herein ("Price").
  5. Payment: The Purchaser agrees to pay the Price in full to HTCS upon commencement of Services. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by HTCS to the Purchaser under this Agreement and such shall be payable by the Purchaser to HTCS in addition to all other charges payable hereunder.
  6. Intellectual Property Rights: All content and services provided to Purchaser, including, but not limited to, trademarks and logos, designs, text, graphics, sounds, images, software, and other website materials ('Materials') are the intellectual property of HTCS, its licensors, or its vendors. For the purposes of this Clause, "Material" shall mean the materials, in whatever form, used by the HTCS to provide the Services and the products, systems, programs or processes, in whatever form, produced by the HTCS pursuant to this Agreement. Except as stated herein, none of the Materials may be copied, reproduced, or distributed in any form without the prior written permission of HTCS.
  7. Warranty:
    1. HTCS represents and warrants that it will perform the Services with reasonable care and skill; and the Services and the Materials provided by HTCS to the Purchaser under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.
    2. Purchaser represents and warrants that he/she is the lawful owner of the computer being submitted for Service to HTCS or that he/she has obtained written permission, after full disclosure, from the lawful owner to submit the computer for Service to HTCS. Purchaser agrees that he/she may not authorize Service by HTCS for or to further, any unlawful purpose, including but not limited to: unauthorized computer access, cyber-stalking, identity theft, computer fraud, extortion, or any other acts prohibited by local, state, or federal laws. Purchaser represents and warrants that his/her submission of computer will not violate any intellectual property rights or other rights of any third party. Purchaser acknowledges that any unauthorized or unlawful use of HTCS's Services shall be a violation of the law and Purchaser may be prosecuted to the fullest extent of the law for such actions.
  8. Limitation of Liability: Subject to the Purchaser's obligation to pay the Price to HTCS, either party's liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price unless either party violates the terms of Clause 7 above. To the extent it is lawful to exclude the following heads of loss and subject to the Purchaser's obligation to pay the Price, in no event shall HTCS be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.
  9. Indemnification: Purchaser agrees to indemnify and hold HTCS and each of their respective successors, assigns, agents, distributors, licensees, officers, directors and employees (collectively "Related Parties") harmless against any third-party claim, liability, cost and expense (including reasonable and documented attorney's fees and legal costs) in connection with any third-party claim which is inconsistent with any agreement, covenant, representation, or warranty made by Purchaser herein. Purchaser will reimburse HTCS upon reasonable notice for any payment made by HTCS at any time after the date hereof (including after the term of this Agreement terminates) in respect of any claim, liability, damage or expense to which the foregoing indemnity relates.
  10. Term and Termination: This Agreement shall be effective on the date hereof and shall continue until the Completion Date unless terminated as stated below.
    1. Either Party may terminate this Agreement upon notice in writing if:
      1. the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 10 days of written notice from the other Party to do so.
    2. Any termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
  11. Relationship of the Parties: The Parties acknowledge and agree that the Services performed by the HTCS, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
  12. Confidentiality: Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is confidential. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
  13. Notices: Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by: first class post, 2 days from the date of posting; hand or by facsimile transmission, on the date of such delivery or transmission; and electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.
  14. Severability: The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.
  15. Assignability: Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
  16. Amendment: This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
  17. Entire Agreement: This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof, unless any representation or warranty made about this Agreement was made fraudulently, and supersedes all prior representations, writings, negotiations or understandings with respect hereto.
  18. Force Majeure: Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
  19. Survival of Termination: Clauses 2, 6, 7, 8, 9, 11, 12, and 14-16 of this Agreement shall survive any termination or expiration.
  20. Governing Law: This Agreement shall be governed by the laws of the State of Georgia and the parties agree to submit disputes arising out of or in connection with this Agreement to the courts in the State of Georgia.