General Terms and Conditions

Escape Key Computing provides service under the following general terms and conditions that are provided in writing with any proposal for service and upon request:

SERVICES
Escape Key Computing, Inc. (hereinafter "Escape Key Computing") agrees to perform the services described in the accompanying Letter of Agreement, Addendum(s), Acceptable Use Policy, and Pricing Schedule (hereinafter collectively referred to as the "Agreement"). Unless otherwise specified, these General Terms and Conditions shall govern the rights and obligations of both parties under this Agreement. If Client requests changes or additional services, the scope of such additional projects or services shall be as agreed by the parties in writing and shall be governed by this Agreement.

PAYMENT
Client agrees to pay Escape Key Computing as is set forth on the attached Pricing Schedule, which may be amended from time to time by Escape Key Computing upon thirty (30) days written notice after the initial term of this Agreement or the initial term of the applicable Addendum. All payments for Maintenance Services, except for hourly services and one time installation fees, are due as monthly payments to Escape Key Computing and are due prior to the next service month. Service will not be scheduled until payment is received. Any additional hourly charges, reimbursable expenses, or other expenses will be due on receipt of invoice. Client agrees to pay all costs of collecting any amounts owed under this agreement, including court costs and reasonable attorney's fees.
A late fee of $25 will be assessed each month for which payment is late. If payment in full is not received within 30 days of the invoice date, interest will be charged at the lesser of (i) two percentage points over the then-current prime rate of interest, or (ii) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law. Interest will be calculated from the date when the payment becomes overdue until payment is received.
If payment in full is not received within 30 days of the invoice date, interest will be charged at the lesser of (i) two percentage points over the then-current prime rate of interest, or (ii) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law. Late fees will be calculated from the date when the payment becomes overdue until payment is received. If payment is not received within 30 days of the invoice date, Escape Key reserves the right to terminate this Agreement or any part of thereof.

OTHER EXPENSES
Client will reimburse Escape Key Computing for any expenses incurred by Escape Key Computing in connection with providing the services hereunder including, without limitation,

Any part purchased for Client by Escape Key Computing
Any software purchased for Client by Escape Key Computing
Any software subscription renewals purchased for Client by Escape Key Computing

Escape Key Computing will furnish statements and vouchers to Client for all such expenses on request monthly. Payment for any expense reimbursement is due ten (10) days after receiving the invoice for such expenses.

Escape Key Computing will provide periodic invoices to Client. Client agrees to review the invoices promptly upon receipt and must raise any objections to invoices within five (5) days of receipt. If invoices are not disputed within five (5) days of receipt, the charges shall be deemed to be accurate and Client hereby waives any disputes pertaining to the invoices provided hereunder.

MISCELLANEOUS E-MAIL AND PHONE SUPPORT
E-mail and phone support are intended to be a value added service and are not intended to replace regular visits. E-mail and phone support will cover any questions that do not require a technician to work directly with the computer. This includes “How do I”, “Does this seem right”, or “What do you recommend for” type questions, or simple walk-through steps. Escape Key Computing reserves the right to cancel e-mail and/or support if questions become excessive or this service is misused. Client will be warned in writing of any misuse perceived by Escape Key Computing.

BUSINESS HOURS
Normal business hours are 8am to 5pm, Monday through Friday, except nationally recognized holidays. Response time is calculated during normal business hours, as are other terms of this Agreement. Services rendered outside of this scope are subject to an increased hourly rate as set forth on the Pricing Schedule.

PARTS/SOFTWARE
This Agreement does not warrant or imply warranty for any hardware or software provided by, maintained by, or serviced by Escape Key Computing. Parts or software purchased for Client or serviced by Escape Key Computing may be under warranty by the hardware or software manufacturer. Replacement costs under any such warrantees are the responsibility of the manufacturer of such hardware or software. This Agreement allows Escape Key Computing to work on Client’s behalf with vendors to execute warranty services provided by hardware/software manufacturers and vendors. Escape Key Computing is not responsible for any part or software costs and will be reimbursed by Client for all such expenses.

INTELLECTUAL PROPERTY OWNERSHIP
Escape Key Computing shall retain all copyrights, patents, trade secrets and other intellectual property rights Escape Key Computing may have in anything created or developed by Escape Key Computing for Client under this Agreement (hereinafter referred to as “Work Product”). Escape Key Computing grants Client a non-exclusive, world-wide license to use and sublicense the use of the Work Product for the purpose of developing and marketing its products but not for the purpose of marketing Work Product separate from its products. The license shall have a perpetual duration and may not be transferred in whole or part by Client. This license is conditioned upon full payment of the compensation due Escape Key Computing under this Agreement.

DATA LOSS
Escape Key Computing will do everything reasonably possible to make sure Client’s data is safe. However, Escape Key Computing is not responsible for lost data. This includes data loss due to circumstances or causes beyond Escape Key Computing's reasonable control, including, without limitation: acts or omissions or the failure to cooperate by the Client, its entities or individuals under its control; acts or omissions or the failure to cooperate by any third party; fire or other casualty, acts of God, war, seizure under legal process, strike or labor dispute, lockouts, riots and civil commotions; or any law, order or requirement of any governmental agency or authority.

LIMITED WARRANTY
Escape Key will provide services in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally accepted standards and will provide a standard of care equal to, or superior to, care used by service providers similar to Escape Key on similar projects. Escape Key guarantees that all equipment and materials provided to the client are as specified. Escape Key makes no other express or implied warranties, including without limitation any express or implied warranties of merchantability or fitness for a particular purpose. All outsourced components, will be covered by the applicable manufacturer's warranty.

NO OTHER WARRANTIES AND DISCLAIMER
The limited warranty and remedies contained in this Agreement state the sole and exclusive remedies for any breach of warranty by Escape Key Computing and its directors, officers, employees, agents, contractors, insurers, suppliers, or vendors. Escape Key Computing and its directors, officers, employees, agents, contractors, insurers, suppliers, and vendors, cannot warrant the performance or results Client may obtain by using any software or products provided by Escape Key Computing, except for the foregoing limited warranty, and for any warranty, condition, representation, or term to the extent to which the same cannot or may not be excluded or limited by law applicable to Client in Client's jurisdiction. Escape Key Computing and its directors, officers, employees, agents, contractors, insurers, suppliers, and vendors make no warranties otherwise as to any other matters. To the maximum extent permitted by applicable law, Escape Key Computing and its directors, officers, employees, agents, contractors, insurers, suppliers, and vendors disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, informational content or accuracy, quiet enjoyment, title, non-infringement, or arising from a course or deadline usage, or trade practice, with regard to the software, and the provision of or failure to provide support services. This limited warranty may give you specific legal rights as well as others, which vary from state/jurisdiction to state/jurisdiction.

LIMITATION ON LIABILITY
Client agrees that any liability of Escape Key regarding any services, equipment, or other materials provided to the Client shall be limited to the amount of fees actually received by Escape Key in connection with the particular service request, software, or equipment purchase. To the maximum extent permitted by applicable law, in no event shall Escape Key or its directors, officers, employees, agents, contractors, insurers, suppliers, or vendors be liable, whether in contract, tort (including negligence) or otherwise, to Client or any third party for any damages exceeding the amount of such paid fees, whether direct, indirect, incidental, consequential, special, exemplary, or punitive (including, without limitation, damages for loss of savings or business profits, business interruption, loss of good will, work stoppage, loss of data, failure of any disaster recovery system or strategy, any other pecuniary loss, monetary or other damages, fees, fines, penalties, or liabilities) arising out of or in any way connected with installation of software, hardware or other equipment, the delay or inability to use any software, hardware or equipment, or the provision of or failure to provide specific services or advice. This includes damages incurred by Client, its customers or any third party. Escape Key shall not be liable for any damages caused by factors beyond Escape Key Computing’s control, including but not limited to fire or other casualty, acts of God, war, seizure under legal process, strike or labor dispute, lockouts, riots and civil commotions; or any law, order or requirement of any governmental agency or authority.

INDEMNIFICATION
Client warrants that its use of the parts, software, and services provided by Escape Key Computing will not violate any law, regulation or Escape Key Computing, Inc. Acceptable Use Policy (“AUP”), or violate or infringe upon the rights of any other party, including without limitation, contractual rights, intellectual property rights, publicity and privacy rights and the rights against libel, defamation and slander. Client agrees to indemnify and hold Escape Key Computing and its successors, assigns, agents, employees and licensees harmless from any claims, demands, liability cost and expense (including reasonable attorney’s fees and disbursements) that arise out of or result from Client’s use of any part, software, or service provided by Escape Key Computing.

RECOMMENDATIONS AND ESTIMATES
Client hereby agrees that Escape Key Computing may make recommendations concerning Client’s computer systems. Client hereby specifically agrees that Escape Key Computing will not be held responsible for Client’s failure to follow recommendations made by Escape Key Computing in connection with Client’s computer systems. In addition to the foregoing, Escape Key Computing may periodically provide estimates concerning additional consulting projects not otherwise discussed in this Agreement. Client acknowledges that Escape Key Computing cannot always provide precise estimates for computer related work. Specifically, estimates for consulting work are merely estimates and such estimates shall not be binding upon Escape Key Computing. However, Escape Key Computing agrees it will keep records of all time spent in completion of such additional projects assigned to it which shall be billed as set forth on the Pricing Schedule.

NON-SOLICITATION
Client hereby agrees it will not solicit or hire any employees, agents or representatives of Escape Key Computing. Client hereby agrees that Escape Key Computing's employees, agents and representatives are highly-trained computer professionals and are a valuable resource of Escape Key Computing. In the event Client violates this provision, Client shall be liable to Escape Key Computing for liquidated damages in the amount of 35% of such employee’s, agent’s or representative’s salary, contract rights or any other consideration paid or given to such person in the first year of such person’s contract or employment with Client. Client specifically agrees that the foregoing provision shall apply in the event that any employee, agent or representative of Escape Key Computing is hired or contracts with Client during the period of the Agreement or within twelve (12) months after the termination of this Agreement.

MODIFICATIONS AND CORRESPONDENCE
Any modifications of or correspondence regarding this Agreement require written authorization by Client and Escape Key Computing. Written authorization includes e-mail correspondence. Unless receipt of any such e-mail correspondence is acknowledged by Escape Key Computing, any written notification required by this agreement shall be sent via certified mail, directed to Escape Key Computing, Suite 200, 7701 France Avenue South, Edina, Minnesota 55435.

CONFIDENTIALITY
Both parties agree that they will hold the other's information confidential and will not distribute in any manner, any information regarding the party without the party's prior authorization.

INDEPENDENT CONTRACTORS
Escape Key Computing’s employees and agents are independent from Client and shall be treated as independent contractors and not employees. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any Agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their heirs, administrators, successors and assigns.

WAIVER
No waiver by either party of any defaults shall be deemed a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

SEVERABILITY
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

GOVERNING LAW; VENUE
This Agreement shall be governed in all respects by the laws of the State of Minnesota as such laws are applied to agreements entered into and to be performed entirely within Minnesota. Jurisdiction of any dispute arising under the Agreement shall be venued in the Fourth Judicial District, Hennepin County, for the State of Minnesota.