Brooklyn PC Clinic, LLC (“BPC”) Client Agreement - LAST UPDATED JUNE 15, 2015
Section 1: ACCEPTANCE OF TERMS
1.1 Acceptance of Terms. Please read these terms carefully before engaging our services. By using or purchasing our services, this site, or the information within (collectively, the “Service”) you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the "Terms" or the “Agreement”). In the event of a conflict between these Terms and the terms of any other written agreement between you and BPC, these Terms shall govern. You and BPC may be referred to throughout these Terms individually as a "Party" and collectively as the "Parties".
1.2 Acceptance on Behalf of an Organization. If you are engaging our services on behalf of an organization, you agree to these Terms for that organization and promise that you have authority to bind that organization and its parents, subsidiaries and sister companies to these Terms. In that case, “you” and “your” will refer to that organization, its parents, subsidiaries, and sister companies.
1.3 Independent Contractors. There is no joint venture, partnership, agency, or fiduciary relationship existing between you and BPC, and the parties do not intend to create any such relationship by this Agreement.
Section 2: SERVICE TERMS
We make every effort to provide the best service. Owing to the intrinsic nature of technology, we cannot guarantee or refund costs for things outside of our control.
2.1 BPC Not Responsible for Loss. You agree that you will not hold BPC responsible or liable in the event that any alteration, corruption, loss, of damage occurs to your hardware, software, data, real or intellectual property in connection with the Service.
2.2 No Warranty. Except as otherwise required by law or otherwise agreed to in writing, the Services are provided AS-IS, without warranty. BPC DOES NOT represent or warrant hardware or software compatibility. BPC DOES NOT WARRANT THIRD PARTY PRODUCTS. You are solely responsible for registering any third party products and enforcing third party warranties, if any. BPC IS NOT LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO ANY CAUSE BEYOND ITS CONTROL. BPC DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF SERVICES, SUBJECT TO THE LIMITATIONS OF APPLICABLE LAWS.
2.3 Abandonment. BPC requires that all equipment be picked up within thirty (30) days of notification of repair completion. Any equipment left past thirty (30) days, without prior written agreement, may, at BPC’s discretion, incur storage charges (starting at twenty dollars ($20) per business day) that will be added to the bill and payable on machine pickup. If the Customer cannot be reached or fails to pick up the equipment with sixty (60) total days, then it will be considered abandoned. Once equipment is considered abandoned, it then becomes the property BPC and BPC may dispose of such property without any liability to you.
2.4 Limitation of Liability. BPC WILL HAVE NO LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR LOSS OR CORRUPTION OF DATA OR SOFTWARE, LOSS OF USE, LOST PROFITS OR LOSS OF BUSINESS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, BPC WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE SERVICES, BPC IS NOT LIABLE OR RESPONSIBLE, FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT PAID FOR THE SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
Section 3: TERM AND TERMINATION
3.1 Term. These Terms are effective on the date on which you first agree to accept these Terms and shall continue in effect thereafter for as long as BPC continues to provide any Service to you or unless terminated pursuant to Section 3.2 below.
3.2 Termination. BPC may terminate these Terms and immediately suspend the Services if: (a) you violate any of the material terms of these Terms or any other agreement you have with BPC; (b) you otherwise misuse, repeatedly abuse any service guidelines or standards that have been communicated to you by BPC in advance.; or (c) in any way engage in conduct, which in BPC’s sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of BPC, its affiliates, partners or customers.
3.3 Survival of Relevant Provisions. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, including but not limited to Section 2 and this Section 3.3, shall survive without limitation.
Section 4: BILLING & PAYMENT TERMS
4.1 Fees. Services are billed as stated verbally, and then generally confirmed in writing by email, text or by invoice provided to you. In the event that the Service provided is not offered for a flat fee, you agree to be charged by the hour. This is typical for visits to the client’s home or place of business. This hourly rate will be agreed with you prior to work commencing.
4.2 Estimates. Upon your request, BPC may provide an estimate of cost for the Services prior to performing any such Services. You acknowledge that any such estimate is not guaranteed.
4.3 Expenses. You are responsible for paying for any computer parts, hardware and software that needs to be special ordered in advance.
4.4 Payment. Full payment is due upon completion of the Services.
Section 5: MISCELLANEOUS
5.1 Electronic Communications and Notices. You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby (a) consent to receive communications from BPC in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that BPC provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing.
5.2 Force Majeure. Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.
5.3 No Waiver. In the event that either party chooses to waive or ignore a breach or violation of any provision of this Agreement, such action shall not constitute a waiver of any subsequent breach or violation hereof.
5.4 Governing Law. The validity, construction, interpretation and legal effect of this document shall be governed and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof.
5.5 Entire Agreement. This Agreement replaces any and all oral or written understandings or agreements which may have existed between the parties, and may not be amended, changed or supplemented in any way except by written agreement signed by both parties.
5.6 Severability. If any part of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of this Agreement will remain fully in force.