Terms and Conditions.

THIS IS A CONTRACT. PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE THE SERVICES AND CONTACT US IMMEDIATELY TO TERMINATE OUR EXISTING AGREEMENT.

Definitions: In this Agreement, "Company," "we," "us," or "our" refers to Held High Tech LLC. "Client," "you," or "your" refers to the individual or entity that receives Services from the Company.

How to Accept such Agreements: You accept this Agreement by your use of the IT services we provide you (the “Services”) or your retention of any software or equipment we provide beyond thirty (30) days from the date of receipt. By accepting this Agreement, you agree to abide by these terms without modification by you. If you do not agree, you may not continue to use and/or receive the Services and you must cancel any paid services.

Future Revisions to this Agreement: From time to time we will make revisions to this Agreement and the policies relating to the Services. We will provide notice of such revisions by sending an email to the email address that you provide to receive communications from us (your “Primary Email Address”), or by mail. You also agree to notify the Company immediately of any changes in your Primary Email Address. We will provide you with at least thirty (30) days-notice prior to the effective date of any increases to the monthly price of your Services; revisions to any other terms and conditions shall be effective on the date noted in the email or mail we send you. Unless we provide otherwise, you accept the revisions and agree to abide by them by not canceling the Services, and continuing to use the Services after the revisions are effective.

ADDITIONAL TERMS AND CONDITIONS

All applicable taxes, shipping and handling charged are to be added to the charges for goods and services.

All invoices are payable upon receipt by Client and any invoices which remain unpaid for a period of 30 days from the invoice date shall be subject to an interest charge of the lesser of 1.5% per month or the maximum rate allowable by law from the thirtieth day from the invoice date until paid in full. In the event that collection of the invoice related to work performed or any other unpaid charges are due from Client to Company is referred to an attorney or collection agency, Client shall be liable for, in addition to the invoice amount, payment to the Company of reasonable attorney and/or collection agency fees.

The Client’s and Company’s facsimile or electronic transmission of their respective signatures shall be deemed to be the Client’s and Company’s original signatures.

Client is responsible for any and all filings and issues requiring compliance with applicable building, fire, EPA or other Federal, State, City or Local entities. Client is responsible for the maintenance of the proper environment for the equipment in accordance with the manufacturer’s specifications.

The Company will not be liable for delays, damages or failures in performance due to causes beyond its reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes, work slow-downs or other labor-related activity, or an inability to obtain necessary equipment or services.

During the term of this Agreement and for twelve (12) months following termination, Client shall not, directly or indirectly: (i) solicit, hire, engage, or attempt to hire or engage any employee, subcontractor, vendor, or business partner of the Company who was introduced to or became known to Client through the Company's performance of Services under this Agreement; or (ii) encourage any such individual or entity to terminate or reduce their relationship with the Company. A violation of this clause shall entitle the Company to seek injunctive relief and damages, including reasonable attorney's fees.

The Company observes the following holidays, during which standard response times under this Agreement do not apply: New Year's Day, Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Good Friday, Thanksgiving Day, and Christmas Day.

TEXT MESSAGING (SMS) TERMS AND CONDITIONS

By providing your mobile phone number and opting in, you agree to receive text messages from Held High Tech LLC, including appointment reminders, service ticket notifications, and account alerts, at the number provided. Message frequency varies. Message and data rates may apply. You can opt out at any time by replying STOP or UNSUBSCRIBE. If you need assistance, reply HELP, call us at (973) 750-4448, or email ITSupport@HeldHighTech.com.  No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Your consent to receive text messages is not a condition of purchasing any goods or services from the Company.

Governing Law / Arbitration: This Agreement and the parties’ rights hereunder shall be construed in accordance with the laws of the State of New Jersey. The parties will first attempt resolution through mediation. If mediation fails within a commercially reasonable time, the parties agree to submit all controversies, claims and matters of difference to binding arbitration in the State of New Jersey, before one arbitrator and in accordance with the rules and practices of the American Arbitration Association from time to time in force, except that if such rules and practices differ from the state rules of civil procedure or any other provisions of state law then in effect, such state rules and law shall govern. This agreement to arbitrate shall be specifically enforceable. Arbitration may proceed in the absence of one party if notice of the proceeding has been given to such party. The parties agree to abide by all awards rendered in such proceedings. Such awards shall be final and binding on all parties to the extent and in the manner provided by the state rules of civil procedure. All awards may be filed with the clerk of one or more courts, state or federal, having jurisdiction over the party against whom such award is rendered or such party’s property, as a basis of judgment and of the issuance of execution for its collection. Prevailing party shall recover all attorneys’ fees and costs from opposing party.

Indemnification: You (and also any third party for whom you operate an account or activity in connection with the workmanship provided by the Company under this Agreement (the “Services”)) agree to defend (at the Company’s request), indemnify and hold the Company and its agents, consultants and employees harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities with the Services or those conducted on your behalf): (i) your use of or access to the Services or any equipment used in connection with the Services (or the use of the Services or any Services-related equipment by anyone else) that harms any person or results in the personal injury or death of any person or in damage to or loss of any tangible or intangible (including data) property, or otherwise causes harm; (ii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iii) your violation of this Agreement or any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by the Company in the defense of any claim. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of the Company. This indemnification is binding on the Client, to the fullest extent permitted by law, regardless of whether any or all of the persons and entities indemnified hereunder are responsible in part for the claims, damages, losses or expenses for which the Client is obligated to provide indemnification.

These Terms may be changed only in a signed writing and as agreed by Client and the Company. No Company technicians are authorized to make any binding agreements. You may not assign or otherwise transfer this Agreement, or your rights or obligations under it, in whole or in part, to any other person without the Company’s express written consent. Any attempt to do so shall be void. We may freely assign all or any part of this Agreement with or without notice and you agree to make all subsequent payments as directed.

All obligations of the parties under this Agreement, which, by their nature, would continue beyond the termination of this Agreement, including without limitation, those relating to Limitation of Liability and Indemnification, shall survive such termination.

LIMITED WARRANTY: The Company warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This warranty does not extend to any third party hardware, software, or equipment, which is covered only by the applicable manufacturer's or vendor's warranty, if any. The Company's sole obligation, and Client's sole remedy, for breach of this warranty is re-performance of the non-conforming Services at no additional charge, provided Client notifies the Company in writing within fifteen (15) days of the Services being performed. This warranty does not cover issues caused by Client's alteration, misuse, negligence, or unauthorized modification, or by circumstances beyond the Company's reasonable control, including hacking, malware, phishing, viruses, or acts of God. This warranty gives you specific legal rights, and you may have other rights that vary by state.

DISCLAIMER OF WARRANTIES: EXCEPT AS SPECIFIED IN THE LIMITED WARRANTY SECTION ABOVE, THE SERVICES ARE OTHERWISE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER THE COMPANY NOR ITS AFFILIATES NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “COMPANY PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICES; (B) GOODS MANUFACTURED BY THIRD-PARTIES; (C) SERVICES PROVIDED BY THIRD-PARTIES; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE COMPANY OR VIA THE SERVICES. IN ADDITION, THE COMPANY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.THE COMPANY PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY EQUIPMENT AUTHORIZED BY THE COMPANY FOR USE IN CONNECTION WITH THE SERVICES WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF VIRUSES; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THAT ANY SERVICES-RELATED SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE. THE COMPANY PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS, DESIGNS, PARTS LISTS, DIRECTIONS, OR WIRING LISTS) RELATING TO THE SERVICES IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

LIMITATION OF LIABILITY; WAIVER UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES OR GOODS MANUFACTURED OR INSTALLED BY THIRD PARTIES FOR USE IN CONNECTION WITH THE SERVICES; (B) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE COMPANY PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICES; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN THE SERVICES’ OPERATION; OR (F) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, LOSS OF PROGRAMS OR INFORMATION OR DAMAGE TO DATA ARISING OUT OF THE USE, PARTIAL USE OR INABILITY TO USE THE SERVICES, OR RELIANCE ON OR PERFORMANCE OF THE SERVICES, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE COMPANY PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.THE LIABILITY OF THE COMPANY PARTIES FOR ALL CATEGORIES OF DAMAGES SHALL NOT EXCEED A PRO RATA CREDIT FOR THE MONTHLY FEES (EXCLUDING ALL NONRECURRING CHARGES, REGULATORY FEES, SURCHARGES, FEES AND TAXES) AND OTHER FIXED FEES YOU HAVE PAID TO THE COMPANY FOR THE SERVICES DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN SUCH CLAIM AROSE, WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY REGARDLESS OF THE TYPE OF CLAIM OR NATURE OF THE CAUSE OF ACTION.THE COMPANY IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, GOODS, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST OR CONNECTED WITH ANY SUCH THIRD PARTIES.ALL LIMITATIONS AND DISCLAIMERS STATED HEREIN ALSO APPLY TO THE COMPANY’S THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, AS THIRD PARTY BENEFICIARIES OF THIS AGREEMENT.THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULL EXTENT PERMITTED BY LAW, AND ARE NOT INTENDED TO ASSERT ANY LIMITATIONS OR DEFENSES WHICH ARE PROHIBITED BY LAW. BY ENTERING INTO THIS AGREEMENT, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF LAW OF ANY STATE OR TERRITORY, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.