CompuBC General Terms and Conditions

Repair Risks
Electronic repairs are unpredictable. Your device may be beyond repair or permanently damaged during repair and rendered useless. Circuit board components deteriorate over time and can fail without warning, especially on liquid-damaged devices, where components can short-circuit, oxidize, corrode, and rust over time. 

Repairs on devices with glued-on screens and batteries, such as iMacs and MacBooks, involve prying the screen or battery to access internal components. Screens are very delicate and can crack or break during prying, and batteries can damage internal components. We are highly experienced, and the risk of screen breaking is minimal, but glass can break, and risks exist.   
Touch ID/Face ID on Apple devices may fail during repair and be deemed unusable. Although this is not common, it can happen depending on the device's condition.
Integrated GPUs on laptops and AIO computers can fail without warning, especially on older devices such as 2011 Macbooks/iMacs. HP, Dell, Toshiba, and other devices with known GPU problems of any year make and model.

Returns and Exchange
Returns and Exchanges must be returned within 15 days of the purchase date and applies only to new products.
The item must be in its original box and undamaged, and the original sales invoice must accompany it; a 20% restocking fee will apply.
Please retain the box and packing materials. These will be required if you ship the computer for Warranty service and maintenance.
Refurbished Products, including but not limited to Laptop batteries, Apple products, tablets & all monitors, have a limited 90-day warranty unless noted otherwise. Products may be exchanged but not returned for cashback. Labor/work that was provided cannot be refunded.

Advance Payment / Deposit for used items and or special orders is nonrefundable.

Items not eligible for return, refund, or exchange, including but not limited to Motherboards, Processors, RAM / Memory, Hard Drives, Video Cards, Sound Cards, Internal Add-on Cards, Monitors, Software, Used/refurbished items, Special orders, and Service, are not eligible for return, refund, or exchange.​
CompuBC offers manufacturers a warranty for new items unless otherwise stated and will only warranty items with a manufacturer's defect.
The warranty only applies to customers within Canada.
Warranty will apply only to machines purchased for your use and cannot be transferred.
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Accidental damage is not covered; all damages caused by the end user will void the Warranty. Items damaged by misuse or handling, including but not limited to liquid spills, overclocking, overheating, wrong use or installation, and or tempered by any kind, will not be covered under warranty.
These terms govern the provision of any computer support services (“Services”) provided by CompuBC.

Any parts or upgrades installed by the customer that were not included with the computer at the purchase must be removed before returning a computer to CompuBC. Suppose unauthorized third-party parts are returned with a computer for Warranty service. In that case, CompuBC will not be responsible for replacing or repairing these parts if they are lost, damaged, or defective.
 
CompuBC provides access to and uses the Services subject to your compliance with the Terms. CompuBC reserves the right to refuse to provide the Services to anyone without notice for any reason. You represent and warrant that you are at least 18 years old and have the right, capacity, and authorization to bind yourself to these Terms legally.
 
Authorization to Access Your Computer
You acknowledge that using the Services allows CompuBC to access and control your computer for computer diagnosis, service, and repair. In connection with delivering the services, CompuBC may download and use the software, gather system data, take control of your computer, and access or modify your computer settings. By accepting these terms, you grant CompuBC the right to connect to your computer, download, install, and use the software to gather system data, repair your computer, take control of your computer, and change the settings on your computer while performing the services.
 
Quotes
Any verbal quote given by CompuBC is presented as a guide based on the limited information provided by a customer. It is intended to give the customer an estimate of the price, not assurance that the product or service will be sold at that price.
CompuBC will provide any written quote at that price. All written quotes are valid for only seven days. Once work commences after a technician has evaluated the system, should it appear that the cost to repair is more than quoted, no work will commence without explicit client approval.
 
Legal Rights
The client is the legal owner or authorized representative of the legal owner of the property, and all data and components contained therein are sent to CompuBC. You must be the owner or have the owner's permission for us to work on your equipment. We will only take instructions for work from the owner or their designated representative.

Abandoned equipment
Abandoned Property” Policy means if client equipment, e.g., a computer or peripheral equipment, is brought to CompuBC for repair and is “abandoned” by the customer for 60 (sixty) days (from the date CompuBC received or repaired the equipment “whichever comes first”), CompuBC will recycle, or otherwise dispose of or sell the item as a loss recovery measure, to recover the cost of repairs carried out and labor time already spent on the equipment, etc.
“Abandoned” in this instance means that CompuBC will make “every reasonable best effort” to contact the client by telephone, email, or text (where such methods of contact are available) during the sixty (60) day period. If, after this time, CompuBC has received no response from the customer regarding the item or the client is reluctant to collect the property.
Clients who leave goods with CompuBC for repair are under obligation to collect them, and CompuBC is entitled to dispose of/sell the goods if they remain uncollected and are not otherwise the subject of a dispute.
You agree to hold CompuBC harmless for any damage or claim for the abandoned property, which we may discard at our sole discretion. All charges are still your responsibility.
 
Software Installation
CompuBC may need to download or run software on your personal computer to help diagnose and resolve your technology problem. CompuBC may need to reinstall the software included as part of your computer’s original configuration.
You agree that we may download and utilize Software from third-party websites or CDs and accept any applicable license agreements on your behalf. You acknowledge and agree that we may download and install trial versions of Software that will expire and cease to function after a certain period (usually thirty days) unless you purchase a license to continue using such Software.
 
Backup Services & Potential Data Loss
While CompuBC will make all reasonable efforts to safeguard the contents (data) stored on your computer, you understand and agree that before contacting or allowing CompuBC to perform diagnostic repair or other services on your computer.
If you desire, you are responsible for backing up the data, software, information, or other files stored on your computer disks or drives. You acknowledge and agree that CompuBC or its third-party service provider shall not be responsible under any circumstances for any loss, alteration, or corruption of any software, data, or files.
If you do not have a backup of your software and data, we can provide you with our data backup service at an additional cost. However, we cannot guarantee the integrity of the data when backing it up.
CompuBC is not responsible for user data on any computer and will not be liable if user data is lost.

Data Retention and disposal
Any Data left at CompuBC for 60 days (from the date CompuBC received the data “whichever comes first”) will be destroyed, wiped, and recycled.
Computer hard drives may contain sensitive data and need to be destroyed correctly. It's not enough to discard this media by simply deleting or erasing it.
The most effective way to ensure the complete removal of data on an old hard drive is to destroy it physically.
Clients who leave their data with CompuBC for any reason are under obligation to collect it, and CompuBC is entitled to destroy, wipe, or recycle the data. 
CompuBC is not responsible for any user data. If user data is lost, CompuBC will not be liable in any way.

Confidentiality
CompuBC agrees not to disclose any information or data files supplied with, stored on, or recovered from the client’s equipment except to CompuBC employees or agents, subject to confidentiality agreements or as required by law.
 
Upgrades
CompuBC can supply manufacturer-specific upgrades or spare parts on request. However, we cannot guarantee compatibility with your current system or configuration. CompuBC will offer suggestions and advice on upgrades but is not liable for compatibility issues.

Managed services
CompuBC Managed services (Anti Virus, managed software and services, Online Backup, etc.)  subscription period begins on your purchase date. It will automatically renew your product subscription until the client requests to terminate it. No refund will be provided for the remaining subscription term. The renewal price is subject to change.

Payment Terms
All work must be paid in full upon completion of service or the terms stated in the invoice. If an amount remains delinquent 30 days after its issue date, an additional 10% penalty will be added for each week of delinquency or the maximum permitted by law.
If an amount remains delinquent 60 days after its issue date, we will treat the matter as lost profit and your equipment as abandoned and become the sole property of CompuBC.
CompuBC will be forced to take the steps necessary to cover the cost of the unpaid invoice, such as selling the equipment or taking legal action; if collection proves necessary, the client agrees to pay all fees incurred by that process. No other written notice or demand will be given.
You agree to hold CompuBC harmless for any damage or claim for the abandoned property, which we may discard at our sole discretion. All charges are still your responsibility.
 
Limited Liability
CompuBC shall not be liable for any claims regarding the physical functioning of equipment/media or the condition or existence of data on storage media supplied before, during, or after service.
In no event will CompuBC be liable for any damage to the laptop/desktop/equipment, loss of data, loss of revenue or profits, or any special, incidental, contingent, or consequential damages, however, caused, before, during or after service even if CompuBC has been advised of the possibility of damages or loss to persons or property, CompuBC liability of any kind for the services, including any negligence on its part, shall be limited to the contract price for the services.
The client and CompuBC agree that the sole and exclusive remedy for unsatisfactory work shall be, at CompuBC's option, additional attempts by CompuBC must be allowed to complete the work satisfactorily or a refund of the amount paid by the client. The parties acknowledge that the price of CompuBC services would be much greater if CompuBC undertook more extensive liability.
The client is aware of the inherent risks of injury and property damage involved in laptop/desktop repair, including, without limitation, risks due to destruction or damage to the machine, media, or data and inability to repair the machine or recover data, including those that may result from the negligence of CompuBC, and assumes all known risks of injury and property damage that may result.

CompuBC Remote Support Terms and Conditions

I (Client) agree to pay CompuBC to repair, analyze and troubleshoot my computer software at a rate of $15 per 15 minus.
Payment

• Payment of 15 minus or more may be secured prior to the support call.
• Billing starts at the time of the appointment.

Time and Billing

• Although CompuBC will endeavor to conduct all activities in a timely manner, troubleshooting issues may be a time-consuming process and agree to pay CompuBC for troubleshooting time as necessary.
• If CompuBC determines that an issue needs more time to be researched, you may or may not be billed for that time.
• I understand that some work performed may go over one hour and possible many hours.

Data

• Due to the requirements of the repair, if approved by you, the client…we will back up your data to your computers and external hard drives/network shares to insure it’s integrity before performing work
• I also certify that I will indemnify and hold harmless CompuBC for any and all data or software that may be lost or erased, as well as for any consequence of the erasure or loss of that data or software. Although CompuBC will take every precaution to preserve all data and software on the computer, I acknowledge that occasionally data loss will occur and/or software operation may be compromised.
• During a remote support call, if CompuBC determines it’s necessary, the data is always backed up to the clients computer or external hard drive. We do not back up the data on Call on CompuBC servers.
• If the repair requires

Training and Aftercare

• If training is needed for backup methods and procedures, CompuBC will provide that training to me at an additional rate.
• If aftercare is required, CompuBC will provide at additional rate.

Technical Malfunctions

• I agree to indemnify and hold harmless CompuBC for any and all hardware or software malfunctions or accidents that may occur before, during or after work is performed on Client’s computer, and for any results thereof.
• CompuBC reserves the right to recommend an On-Site visit if the troubleshooting requires a technician to perform the work on site.

Confidentiality Agreement

• Any private information stored on your computer or viewed by our computer repair technicians during a remote support call will be held confidential unless required by law.
• Any private or personal information provided via email to CompuBC will be kept confidential.
• Your information is never sold or shared to outside companies

Data Recovery Terms and Conditions

Data Recovery Terms and Conditions
The following terms and conditions (the "Terms") govern the Client's ordering, purchase, or receipt of data recovery services (the "Services") provided by CompuBC. CompuBC reserves the right to change these Terms at any time.

Acceptance of Terms: By using the Services of CompuBC, the client agrees to be bound by and accept these
Terms. Please read these Terms in their entirety, as they comprise the entire agreement between Client and CompuBC Inc. with respect to the Services.

Authorization: The client authorizes CompuBC. and its employees or delegates to evaluate, access, and attempt recovery of
the electronic storage device submitted to CompuBC.

Confidentiality: CompuBC Commits to maintaining the confidentiality of the materials provided to it. The information recovered
will not be used for any purpose and will be destroyed within one week after being supplied to the end customer unless instructed
otherwise. The information will not be disclosed to any third party except as required by law.

Diagnostics, Estimates, and Recovery Processes: CompuBC will evaluate the electronic storage device to determine
whether digital information can be recovered and will provide a quote and projected turnaround time. The cost of our service will be determined by the complexity of the work to be performed, the time taken to recover the media, and the parts/equipment required.
If the client accepts the quote provided, CompuBC Will commence the recovery process. CompuBC Will apply its best efforts and expertise to recover the data but cannot commit to the recovery of data. During the recovery attempts, the electronic storage device may sustain additional damage, rendering all or part of the data unrecoverable. The client confirms that he/she is aware that the media transmitted to CompuBC may be damaged or its information has already been deleted without the ability to recover. The client confirms that CompuBC has no responsibility for the deterioration of the media status
or deletion of information from the media for any reason. CompuBC is not responsible for any damage resulting from losing data in its possession.

Payment: CompuBC will contact the client to discuss further steps upon successful recovery. It is hereby clarified that the total compensation for the service must be paid before the data is released to the client. Suppose the entire amount due for the service is not paid. In that case, CompuBC reserves the right to withhold the data recovered until such payment is provided or to destroy the data retrieved after a reasonable amount of time without this being considered a breach of contract between the client and CompuBC and without invoking any right of claim for the refusal to perform the work or any part thereof. If CompuBC cannot recover the data, there will be no charge, and no fees will be due unless agreed otherwise beforehand with the client.
If the client provides CompuBC with a target disk to which the restored material will be copied, it is the client's responsibility to confirm that the drive is data-free. CompuBC is not responsible for any previous information on the target disk.

Delivery and Shipping: CompuBC is not responsible in any way for the equipment or information sent to or from the client. The responsibility for shipping to CompuBC and from CompuBC is the client only, even if CompuBC pays the shipment charges. If the client is interested in insuring the shipment, he/she is responsible for providing CompuBC with such notice. CompuBC will forward an insured shipment quote to the client and will hold it for approval before executing the shipping.

Recycle of electronic storage device: Upon the client's request or if a quote is not confirmed and the electronic storage device is not claimed or collected back by the client within thirty (30) days, the client shall be deemed to have abandoned it and waived their rights with respect to it, including any right of claim of any kind.

Legal rights: The client declares to CompuBC That they are the legal owner or the authorized representative of the legal owner of the electronic storage device. The client declares that he/she has the legal right to submit the electronic storage device and the data on it to CompuBC to have the data recovered, receive the recovered data, and agree to these Terms.
The client will defend and indemnify CompuBC. (including our directors, officers, employees, and contractors) from any claims or actions relating to the device, media, or data, or your rights or lack of rights to it.

Disclaimer of Warranties: COMPUBC. PERFORMS THE SERVICES "AS IS" WITH ALL FAULTS AT YOUR SOLE RISK. WE DO NOT EXTEND ANY EXPRESS WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES REGARDING OUR SERVICES OR THEIR RESULTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED, COMPUBC. EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF ACCURACY OR COMPLETENESS.

Limitation of Liability: CompuBC shall not be liable for any claims as a result of the performance of Services, or evaluation of the possibility of providing the Services, for any claims regarding the physical functioning of equipment or media or the condition or existence of data on storage media supplied before, during or after Services. The client understands and accepts that data recovery cannot be guaranteed and is not promised or guaranteed by CompuBC. In no event will CompuBC or any contractor, employee, or agent of CompuBC be liable for any loss of data or loss of revenue or profit or any special incidental or consequential damages, however, caused, in connection with this agreement or any Services provided by CompuBC or its agents, contractors, or employees, even if CompuBC has been advised of the possibility of damage or loss to persons or property. The client acknowledges the inherent risks of injury and property damage involved in data recovery, including, without limitation, risks due to destruction or damage to the media or data and inability to recover data, or inaccurate or incomplete data recovery, including those that may result from the negligence of CompuBC., and assumes any known risks of injury and property damage that may occur. In no event will CompuBC. be liable for loss of data on the Client's
media or hardware.

Governing Law: The validity, interpretation, construction, and performance of our Services will be governed by and construed under the laws of the province of British Columbia.
Severability: If any provision of these terms and conditions is held invalid, illegal, or unenforceable, it shall be enforced to the fullest extent permitted by applicable law, and the validity, legality, and enforceability of the remaining provisions shall not be affected thereby.

Datto User License Agreement

This User License Agreement (“Agreement”) is a binding legal contract between you (either an individual or a legal entity) (“you” or “Customer”) and Datto, Inc. (“Datto”). By clicking the “I ACCEPT” button, by installing, accessing, or using the Product, or any portion thereof, you will be bound by the terms of this Agreement which you acknowledge include the terms located here and here, and here. If you agree to the terms of this Agreement on behalf of a business or organization, you represent and warrant that you have the authority to bind that business or organization to the terms of this Agreement and your agreement to the terms of this Agreement will be treated as the agreement of the business or organization. If you do not agree to the terms of this Agreement and the terms located here and here, and here, Datto is not willing to license any right to use or access the Product to you. In such event, you may not install, access, use, or copy the Product. Notwithstanding anything to the contrary in this Agreement, your first use of the Product shall be deemed your express consent to this Agreement.

1. DEFINITIONS Capitalized terms used in this Agreement shall have their meanings specified in this Section or elsewhere in this Agreement.
   1. “BCDR Device” means any Datto hardware device to be used with the Datto Software and which you acquire separately from Datto or a reseller (“Reseller”).
   2. “Datto Software” means all intangible information in object code form constituting one or more computer or apparatus programs and the informational content of such programs, together with any Specifications supplied in conjunction with and supplementing such programs.
   3. “Enhancement” means any upgrade, update, enhancement, change, or modification to the Product. Datto reserves the right to make any Enhancements at any time in its sole discretion. All Enhancements will be subject to the terms of this Agreement, except to the extent that the parties mutually agree, in writing, to more restrictive provisions relating to such Enhancements.
   4. “Intellectual Property Rights” means all intellectual property rights, however arising and in whatever media, whether or not registered, including patents, copyrights, trademarks, service marks, trade names, design rights, database rights, domain names, trade secrets and any applications for the protection or registration of such rights and all renewals and extensions thereof throughout the world.
   5. “Product” means Datto’s Services, any BCDR Device, all Datto Software as well as all Enhancements thereto. Product also includes Specifications and tools with respect to the Product.
   6. “Services” means the business continuity, backup and disaster recovery services provided to you by Datto. The Services may be provided through the use of a BCDR Device owned by you or under your control and/or the Services may be provided through the use of remotely located servers owned by or under the control of Datto.
   7. “Specifications” means the documents, user manuals and any technical publications and specifications, as applicable, made available to you relating to the Product, or any portion thereof.
2. GRANT OF LICENSE
   1. License. Subject to the terms and conditions of this Agreement and your payment of all fees applicable to the Product, Datto grants you a revocable, non-sublicenseable, non-exclusive license during the Term of this Agreement to use the Datto Software for the purpose of using and accessing the Service within your organization solely for your internal business purposes. The Datto Software is licensed to you, not sold. Except for the limited license granted in this Agreement, Datto and its licensors retain all right, title and interest in and to the Datto Software, all copies thereof, and all Intellectual Property Rights in the Datto Software. Except for the license granted herein, all rights in and to the Datto Software, BCDR Devices and Services are reserved, and no implied licenses are granted by Datto.
   2. Third Party Components. The Product, may contain certain third party components (“Third Party Components”) which are provided to you under terms and conditions which are different from this Agreement located here. Certain Third Party Components may contain or be comprised of open source software code. Each open source Third Party Component has its own copyright and its own applicable license conditions. It is your responsibility to review such additional terms before using the Datto Product and you acknowledge and agree that your use of the Datto Product shall be deemed your express consent to this Agreement and such additional terms. Notwithstanding the foregoing, the following terms and conditions apply to all Third Party Components: (a) all Third Party Components are provided on an “AS IS” basis without warranty of any kind; (b) Datto will not be liable to you nor will Datto indemnify you for any claims related to the Third Party Components; and (c) Datto will not be liable to you for damages of any kind, including for any direct, indirect, incidental, special, exemplary, punitive, or consequential damages with respect to the Third Party Components. Except as may be provided in the Additional Terms, your sole and exclusive remedy with regard to any defect, claim, or other dispute relating to the Third Party Components is to cease use of such components.
   3. User Feedback. If you provide information to Datto (or its affiliates and agents) in connection with any Product delivered hereunder, you agree that Datto and its affiliates and agents may collect, process and use such information for Datto's business purposes, including for product development. If you have comments on the Product or ideas on how to improve the Product, please visit www.dattobackup.com/contact. You may provide any suggestions, ideas, inventions, innovations, improvements, or enhancements requests, feedback, recommendations, or other information to Datto regarding the Product (collectively, “Feedback”). Feedback is voluntary and Datto is not required to hold it in confidence. Datto may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your Intellectual Property Rights to make use of the Feedback, you hereby grant Datto an irrevocable, exclusive, perpetual, royalty-free, transferable license to use, with right of sublicense, the Feedback in connection with Datto’s business, including the Product.
   4. Use of Data. Notwithstanding anything to the contrary contained in this Agreement, you acknowledge and agree that Datto may (a) collect, process and aggregate any data used with, stored in, or related to the Datto Product by you and create aggregate data records (“Aggregate Data”) by removing personally identifiable information (“PII”) from the underlying data, (b) use such Aggregate Data to improve Datto’s Product, develop new products and services, understand usage, demand trends and general industry trends, develop white papers, reports, and databases summarizing the foregoing, and generally for any purpose related to Datto’s business, and (c) share Aggregate Data with third parties and publish any reports, white papers, and other summaries based on Aggregate Data. For clarity, Datto shall not include any PII nor otherwise identify you or any individual user of the Datto Product.
3. LIMITATIONS ON LICENSE. The Product, including its structure, organization, source code, and documentation contain valuable trade secrets of Datto and its licensors. You may not copy or distribute the Datto Software. You may not, and you may not permit any third party to, (a) reverse engineer, decompile, disassemble, modify, or create works derivative of the Datto Software, BCDR Device, or Services, or attempt to reverse engineer, reconstruct, identify, discover, or otherwise attempt to derive any source code of any Datto Software (b) alter or modify any disabling mechanism which may be resident in the BCDR Device or Datto Software, (c) use or access the Product to (1) build a competitive product or service, (2) build a product using similar ideas, features, functions, or graphics of the Product, or (3) copy any ideas, features, functions, or graphics of the Product, (d) extract portions of the Datto Software or BCDR Device’s files for use in other applications, (e) remove, obscure, or alter Datto’s or any third party’s trademarks or copyright or other proprietary rights notices or product identification indicia affixed to or contained within or accessed in conjunction with or through the Product, (f) assign, sublicense, rent, timeshare, loan, pledge, lease, or otherwise transfer any Product, or directly or indirectly permit any third party to use or copy the Product, (g) conduct, perform, or disclose any form of public benchmarking of the Product, or publicize the results of any benchmarking of the Product, without the prior, written approval of Datto, (h) use any portion of the Product other than as permitted under this Agreement; (i) access and/or use the Product (1) to send any unsolicited commercial email or invitation, (2) to request, collect, store, or disclose any unencrypted personally identifiable data (such as credit card numbers or social security numbers) or to violate any applicable privacy law, (3) to communicate any message or material that is deemed harmful, abusive, harassing, threatening, indecent, obscene, racially, ethnically, or otherwise objectionable, hateful, tortuous, libelous, defamatory, slanderous, or otherwise unlawful, (4) in a manner which infringes any Intellectual Property Rights of any third party, (5) in a manner which violates any applicable laws, rules, or regulations, or (6) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation, (j) use the Product to upload, post, email, distribute, communicate, transmit, or otherwise make available any viruses or similar malicious software that may damage the operation of a computer or the Product, (k) use the Product to send materials to individuals under the age of majority in his or her place of residence (“Minors”), or to harm Minors in any way, or that would subject Datto to any local or international law, rule, or regulation governing children's privacy or otherwise related to protecting Minors, or (l) access and/or use the Product in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the Product or any networks or security systems. All use of the Product shall be in accordance with its then-current Specifications. You shall be solely responsible for ensuring that your use of the Product is in compliance with all applicable foreign, federal, state and local laws, rules and regulations. You shall be solely responsible for all data, content, files, software, scripts, images, graphics, audio, video, text, music, sound, photographs, or other objects, information, messages, communications or other materials stored or backed-up using the Product (the “Content”). Although Datto is not responsible for any such Content through the use of the Product, Datto reserves the right to take any action it deems necessary or appropriate in its sole discretion, with respect to any such Content of which Datto may become aware, at any time and without notice to you. You acknowledge and agree that the Product is comprised of commercially valuable assets of Datto or its licensors, the development or acquisition of which required the investment of substantial time, effort and cost by Datto. You further acknowledge and agree that the Product contains trade secrets of Datto and that it (and all portions thereof are) Datto’s Confidential Information and are proprietary to Datto. Accordingly, you hereby agree to use the highest degree of care to maintain the confidentiality of the Product. Modified Product will not be supported by Datto, and all warranties and refund rights thereto shall be void, if it has been modified in any way, including (a) using software that is not recommended or approved by Datto for the Product, or (b) installing a different operating system (OS) on a BCDR Device. Datto shall have no obligation to protect, maintain, or troubleshoot any server or workstation, or any Product used in conjunction with any server or workstation, with any Microsoft OS that is not supported by Microsoft itself. Datto may provide a repository for backups of those servers, but shall not have any obligation, responsibility, or liability arising out of the use of any such servers. You shall cooperate in good faith to implement Datto’s suggestions and solutions, and assist Datto in maintenance and troubleshooting issues, with respect to any support of the Products. You shall take all actions necessary to comply with the obligations in this Section. You shall immediately notify Datto of any unauthorized use, copying, or disclosure of the Product, or any portion thereof, of which you become aware and agree to immediately take such actions as are necessary to end and prevent any such use, copying, or disclosure. Each party acknowledges and agrees that your breach of any provision of this Section shall cause immediate and irreparable injury to Datto, and in the event of such breach, Datto shall be entitled to seek and obtain injunctive relief, without bond or other security, and all other remedies available at law and in equity.
4. TERM AND TERMINATION. The licenses hereunder will commence on the date you first use the Product or accept this Agreement, whichever is earlier, and continue in effect until terminated as provided in Section 4 (Term and Termination).  If the initial term (“Initial Term”) for delivery of Services hereunder is one (1) year or greater, then, upon the expiration of the Initial Term, this Agreement and all licenses hereunder shall automatically renew for one (1) or more additional terms of one (1) year (each, a “Renewal Term”) unless and until either party notifies the other party of its intent to terminate at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term.  The Initial Term, together with any and all Renewal Terms, are collectively referred to as the “Term.” Without prejudice to any other rights, Datto may terminate this Agreement in its sole discretion on 5 calendar days prior written notice if you fail to comply with any of the terms and conditions of this Agreement or failure to pay for any fees due for use of the Product. Datto may terminate this Agreement immediately in the event that you breach Section 2.1 (License), Section 3 (Limitations on License), or Section 7 (Confidentiality) of this Agreement. In the event of a claim of Intellectual Property Rights infringement by any third party relating to the Product (“Infringement Claims”), Datto reserves the right to immediately terminate this Agreement and the rights granted hereunder. In the event of any expiration or termination of this Agreement for any reason you must immediately stop using the Product and securely destroy all related media and Specifications, if any. The licenses granted hereunder and all Services will automatically terminate on expiration or termination of this Agreement. The terms of Section 2.4 (Use of Data), Section 7 (Confidentiality), Section 8 (Limitation of Liability), Section 10 (Warranty Disclaimer), and Section 11 (Miscellaneous) will survive expiration or termination.
5. SERVICES
   1. Account, Passwords, and Security. You must be a registered user to access the Service. You are responsible for keeping your password secure. You will be solely responsible and liable for any activity that occurs under your user name. If you lose your password or the encryption key for your account, you may not be able to access your Content.
   2. Additional Terms; Changes to the Service and Terms and Conditions. By accepting the terms of this Agreement, you acknowledge that you have reviewed and accept and understand the additional terms and conditions located here, including, but not limited to, Datto’s warranty, return, and upgrade policies and any additional policies posted here from time-to-time. Datto reserves the right at any time to modify this Agreement or the Service or any part thereof in its sole discretion. Datto will endeavor to notify you of such modification either by sending an email to the email address you provide with your registration or by a posting on Datto’s website. If you do not agree to any such modifications, you must terminate your account immediately. Please review the most current version of this Agreement from time to time, located at [insert link], so that you will be apprised of any changes.
6. TECHNICAL SUPPORT
   1. You acknowledge and agree that Datto is under no obligation to provide you with telephone or technical support or maintenance for the Product. The reseller of the Product, may provide telephone and on-site technical support for the Product.
7. CONFIDENTIALITY
   1. Definition. “Confidential Information” means all nonpublic information disclosed by a Party or any of its affiliates or its agents to the other Party that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes the Product
   2. Exclusions. Confidential Information shall not include any of such information which: (a) was publicly available at the time of disclosure by the Party disclosing such information (the “Disclosing Party”); (b) became publicly available after disclosure through no fault of the Party receiving such information (the “Receiving Party”); (c) was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party as evidenced by written records kept in the ordinary course of business of or by proof of actual use by the Receiving Party; or (d) was rightfully acquired by the Receiving Party after disclosure by the Disclosing Party from a third-party who was lawfully in possession of the information and was under no legal duty to the disclosing Party to maintain the confidentiality of the information.
   3. Protection of Confidential information. Except to the extent expressly and specifically authorized in this Agreement, the Receiving Party shall: (a) maintain the confidentiality of the Confidential Information of the Disclosing Party; (b) minimize the dissemination or copying of the Confidential Information of the other Party except to the extent necessary to perform its obligations under this Agreement; (c) use the same care to prevent disclosure of the Confidential Information of the Disclosing Party to third parties as it employs to avoid disclosure, publication, or dissemination of its own Confidential Information, but in no event less than a reasonable standard of care; (d) use the Confidential Information of the Disclosing Party solely for the purpose of performing its obligations under this Agreement or exercise the express rights granted to it under this Agreement; and (e) inform its employees, officers, agents, subcontractors and independent contractors who perform duties with respect to this Agreement about these restrictions.
   4. Permitted Disclosures. Each Party may disclose Confidential Information of the other Party to its employees, officers, agents, subcontractors and independent contractors who have a need to know such Confidential Information in order to perform their duties under this Agreement and a legal duty to protect the Confidential Information. A Party receiving Confidential Information of the other Party assumes full responsibility for the acts and omissions of its employees, officers, agents, subcontractors and independent contractors with respect to such Confidential Information.
   5. Required Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information in accordance with such law or order or requirement, provided that, as soon as possible after becoming aware of such law, order, or requirement and prior to disclosing Confidential Information pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide notice to the Disclosing Party not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose, or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information so disclosed. Each Party shall be responsible for its own costs with respect to the performance of its obligations under this Section 7 (Confidentiality).
   6. Notification. Except for any disclosure permitted under section 7.4, in the event of any disclosure or loss of Confidential Information, the Receiving Party shall notify the Disclosing Party as soon as possible.
   7. Injunctive Relief. Each Party acknowledges that any breach of any provision of this Section 7 (Confidentiality) by the Receiving Party, or its employees, officers, agents, subcontractors, or independent contractors, may cause immediate and irreparable injury to the Disclosing Party, and in the event of such breach, the Disclosing Party shall be entitled to seek and obtain injunctive relief to the extent provided by a court of applicable jurisdiction, without bond or other security, and to any and all other remedies available at law or in equity.
   8. Return of Confidential Information. Unless it is expressly authorized by this Agreement to retain the other Party’s Confidential Information, a Party shall promptly return or destroy, at the other Party’s option, the other Party’s Confidential Information, including materials prepared in whole or in part based on such Confidential Information to the extent containing Confidential Information, and all copies thereof, at the other Party’s request, and an officer of such Party shall certify to the other Party that it no longer has in its possession or under its control any Confidential Information in any form whatsoever, or any copy thereof.
   9. Duration. The obligations of confidentiality set forth herein shall continue in full force and effect throughout the Term and continue beyond the Term in perpetuity or for so long as permitted under applicable law.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DATTO OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, WHICH SHALL INCLUDE DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF DATTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE). IN ANY CASE, THE ENTIRE LIABILITY OF DATTO AND ITS SUPPLIERS/LICENSORS UNDER THIS AGREEMENT FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO THE FEES PAID BY YOU FOR THE PRODUCT IN THE 6 FULL CALENDAR MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. Some states do not allow the exclusion of incidental or consequential damages so some of the above may not apply to you.
9. INDEMNIFICATION
   1. Your Indemnification of Datto. You shall defend, indemnify and hold harmless Datto, its licensors and affiliates, and the officers, directors, employees and representatives of each of them, from and against all third party claims, demands, suits, or other proceedings of any kind, and all resulting loss, damage, liability, cost and expense (including reasonable attorneys’ fees) arising out of, resulting from, or in connection with your breach of this Agreement, the use, collection, security of (or any other authorized or unauthorized access to) Content, or your use or misuse of the Product, including any combination of the Product with any other hardware, software, or other intellectual property not provided by Datto. Datto reserves, and you grant to Datto, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification that are set forth herein shall survive termination of this Agreement
   2. Your Remedies. If the Product becomes, or in Datto’s opinion is likely to become, the subject of an infringement claim, Datto may, in its sole and exclusive discretion, either (a) procure for you the right to continue to use the Product, or (b) replace or modify the Product so that it becomes non-infringing, without materially affecting the functionality thereof. If the alternatives specified in (a) or (b) above are not commercially reasonable in Datto’s sole and exclusive discretion, then Datto may terminate this Agreement, and you shall receive a pro-rated refund of all initial and one-time set up fees paid by you to Datto (if any) for the allegedly infringing Product. This Section 9.2 (Your Remedies) represents your sole and exclusive remedy and Datto’s sole and exclusive liability for any infringement claims based on the Product.
10. WARRANTY DISCLAIMER
    1. WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN [link to hardware warranty] THE PRODUCT IS PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATTO AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCT, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. DATTO DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DATTO SHALL CREATE ANY ADDITIONAL DATTO WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF DATTO’S OBLIGATIONS HEREUNDER.
    2. NO WARRANTIES ON THIRD PARTY COMPONENTS. DATTO MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY COMPONENTS. DATTO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD PARTY COMPONENTS. YOU SHOULD CONSULT THE RESPECTIVE VENDORS OR MANUFACTURERS OF THE THIRD PARTY COMPONENTS FOR WARRANTY AND PERFORMANCE INFORMATION.
    3. USE OF THE INTERNET. THE PRODUCT MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT DATTO DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. DATTO SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.
11. MISCELLANEOUS
    1. Governing Law; Jurisdiction; Venue.i This Agreement shall be made, governed, construed and enforced in accordance with the laws of the State of Connecticut without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to, or in any way connected with this Agreement shall be in the state and federal courts located in the State of Connecticut, and the Parties hereby agree to submit to the jurisdiction and venue of the courts of the State of Connecticut. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
    2. Force Majeure. Any delay in or failure of performance of either party to this Agreement (excluding obligations to pay money for use of the Product) shall not constitute a default under this Agreement or give rise to any claim for damages to the extent such delay or failure of performance are caused by a force majeure event, including acts of god, fire, flood, explosion, war, strikes, or other concerted work stoppages of labor, inability to obtain raw material, equipment or transportation, breakage or failure of equipment or apparatus, loss of any necessary utility or interruption of power or communications sources or connections, failures in or affecting the performance, use, or availability of the Internet or associated intranets, any computer virus or other malicious code released by a third party, the terrorist, illegal, malicious, wanton, or capricious acts a third party, changes or modifications in international, national, or industry standards or protocols, and the existence of or changes in laws prohibiting or imposing criminal penalties or civil liability for performance hereunder; provided that, any such delay does not extend beyond 30 calendar days.
    3. Export Control. You shall not export, directly or indirectly, the Product or any Content (through use of the Product) to any country for which the United States requires any export license or other governmental approval without first obtaining such license or approval. It shall be your responsibility to comply with such export laws, rules and regulations including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. You shall defend, indemnify, and hold harmless Datto from and against any and all damages, fines, penalties, assessments, liabilities, costs and expenses (including attorneys’ fees and expenses) arising out of any claim that the Product (or any Content by use of the Product) was exported, shipped or transported in violation of applicable laws, rules, or regulations.
    4. Severability. In the event that one or more of the provisions herein shall be invalid, illegal, or unenforceable in any respect, each such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. Notwithstanding the foregoing, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced as if such provision had not been included, or had been modified as above provided, as the case may be.
    5. No Waiver. Datto’s failure or delay to enforce any provision of this Agreement or respond to any breach by you or others shall not operate or be construed as a waiver or prevent Datto from taking any permitted action to prevent further breaches.
    6. Survival. The following provisions shall survive termination or expiration of this Agreement: 1 (Definitions), 4 (Term and Termination), 5 (Services), 7 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 10 (Warranty Disclaimer), and 11 (Miscellaneous).
    7. Entire Agreement. This Agreement, the Additional Terms and the Privacy Policy, and any Additional Policies constitutes the entire understanding of Datto and you with respect to the subject matter hereof, and supersedes all prior and contemporaneous written and oral agreements with respect to the subject matter. No modification of this Agreement will be binding on Datto or you unless it is in writing and signed by both Parties.
    8. Construction. The section headings in this Agreement are for convenience of reference only, will not be deemed to be a part of the Agreement and will not be referred to in connection with the construction or interpretation of the Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed in each instance to be followed by the words “without limitation.”

Laptop Rental Agreement

THESE TERMS AND CONDITIONS SHALL GOVERN ANY PURCHASE OF A HARDWARE PRODUCT BY THE CUSTOMER AND ANY SALES AND DELIVERY OF A HARDWARE PRODUCT BY COMPUBC.
 
THIS DOCUMENT SHALL NOT APPLY AND DOES NOT GOVERN ANY SALE OR DELIVERY OF SOFTWARE PRODUCTS OR SERVICES BY COMPUBC. ANY SALE AND DELIVERY OF SOFTWARE PRODUCTS OR SERVICES TO CUSTOMERS SHALL BE GOVERNED BY A SEPARATE CONTRACT BETWEEN COMPUBC. AND CUSTOMER (OR BETWEEN COMPUBC AND A THIRD PARTY OF WHICH THE CUSTOMER IS A BENEFICIARY).
 
PLEASE READ THIS DOCUMENT CAREFULLY. BY PURCHASING A HARDWARE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY ITS CONDITIONS.
 
SUPPOSE YOU ACCEPT THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY, OR LEGAL ENTITY. IN THAT CASE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THIS SALES ORDER.
 
PAYMENTS ARE DUE AT THE TIME AN ORDER IS PLACED OR UPON RECEIPT OF THE INVOICE. CUSTOMERS SHALL PAY FOR THE INVOICED AMOUNTS IN ADVANCE TO BE ABLE TO RECEIVE THE ORDERED HARDWARE PRODUCTS.
 
1. Definitions
a) “Agreement” means this Hardware Sales Agreement – Terms and Conditions.
 
b) “Customer” means a party who purchases or otherwise receives a Hardware Product from CompuBC.
 
c) “Defect” means a situation where Hardware does not perform, function, or operate by the applicable terms of this Agreement or any material fault, failure, error, or another defect in such Hardware.
 
d) “Hardware Order Form” means the documentation related to the quantity and specification of the Hardware, including the delivery address.
 
e) “Hardware Product” means any hardware product sold or delivered by CompuBC, including Computers, peripheral equipment, components, options, and spare parts, as specified on the applicable order. Hardware Products do not include Software Products or Services to avoid doubt. Any computer system or modified hardware is considered a particular order.
 
f) “Hardware Order Form” means the documentation related to the quantity and specification of the Hardware, including the delivery address.
 
g) “Integrated Software” means any software integrated and pre-installed in any Hardware, including the operating system (as defined in the Customer’s configuration), firmware, and keys used in the internal operation of the Hardware and any other Software.
 
h) “Manufacturer” means the manufacturer of a Hardware Product.
 
i) “Manufacturer’s Warranty” means the warranty of a Hardware Product provided by the Manufacturer of that product.
 
j) “CompuBC” means CompuBC Information Technology Services Ltd, with an address at 2951 Britannia crescent, Port Coquitlam, BC, V3B 4V5, Canada.
 
k) “Purchase Order Acknowledgement” means the confirmation of any Hardware Order Form by CompuBC, including the quantity, the model, the prices, the shipping cost, and the applicable tax(es).
 
l) “Purchase Order Confirmation” means the legally binding confirmation from the Customer that the Purchase Order Acknowledgement has been accepted, which can be done electronically (e.g., via email).
 
m) “RMA” means Return Merchandise Authorization.
 
n) “Service” means the performance of tasks, the provision of advice or assistance, or the provision of access to resources or information by CompuBC.
 
o) “Software Product” means computer software programs sold or delivered by CompuBC, whether pre-loaded or provided separately, and related licensed materials.
 
2. General Terms
a) This Agreement shall govern any purchase of a Hardware Product by Customer and any sale and delivery of a Hardware Product by CompuBC.
 
b) By purchasing a Hardware Product and service, you acknowledge that you have read this document, understand it, and agree to be legally bound by its terms and conditions.
 
c) If you accept these terms on behalf of another person, company, or legal entity, you represent and warrant that you have full authority to bind that person, company, or legal entity to this sales agreement.
 
d) This Agreement is the sole and complete agreement between Customer and CompuBC regarding the purchase and sale of any Hardware Product and service. Any additional or different terms, including without limitation those discussed between the parties or listed in any order or communication from Customer, shall not be binding on CompuBC unless signed by an authorized representative of CompuBC.

e) Any deviation/modification/change from the Purchase Order provided to CompuBC by the customer will be considered void unless agreed by Compubc in writing. Suppose there is any deviation/modification/change to the Purchase Order by the customer. In that case, CompuBC will have the right to cancel the agreement with the customer and provide an adjusted invoice for the hardware and work done or request the customer to pay the amount listed in the original Purchase Order.
 
f) CompuBC may update these terms and conditions or any part thereof without prior notice.
 
3. Software and Services Sales
a) Software Products or Services cannot be purchased on the Website. Customers must contact CompuBC to purchase Software Products or Services.
 
b) This document shall not apply and does not govern any sale and delivery of Software Products or Services by CompuBC, other than software loaded onto a Hardware Product, before Customer receives it.
 
c) Any sale and delivery of Software Products or Services to Customer shall be governed by a separate contract between CompuBC and Customer (or between CompuBC and a third party of which Customer is a beneficiary).
 
d) Any service and labor offered for any hardware in the Quote and Invoice is related to the hardware specified in the Quote and Invoice unless otherwise indicated.
 
4. Delivery, installation, and acceptance of Hardware
a) CompuBC or its assignee shall deliver the hardware to the delivery address specified by the Customer on the Hardware Order Form. If the Hardware Order Form does not indicate an address, the hardware will be sent to the location specified by the Purchase Order Acknowledgement.
i) Customer authorizes, herewith, CompuBC to subcontract the services related to the Hardware;
ii) CompuBC shall dispatch the requested Hardware upon Customer’s Confirmation;
iii) The acceptance, and transfer of ownership of the Hardware, occur upon delivery.
iv) The Hardware Product purchased and sold under this Agreement is not a “Consumer Good” as that term is defined by Uniform Commercial Code or any other law that governs this contract;
 
5. Visual Accuracy
a) CompuBC shall not be liable for any error or inaccuracy in publicly displayed photographs or other representations of products.
 
b) If you have any questions about the products, please contact CompuBC’s support at [email protected] before placing an order for Hardware Products.
 
6. Prices and Payment
a) The pricings for all products are listed in CAD (Canadian Dollars) and, unless otherwise indicated, exclude any taxes, shipping, and handling costs.
 
b) CompuBC may make a price list available for any devices for information purposes to the Customer. Nevertheless, the binding fees for the Hardware shall be detailed in the Purchase Order Acknowledgement. They shall constitute the sums payable by Customers for CompuBC’s performance of its obligations under or in connection with this Agreement.
 
c) As far as the Customer submits a Hardware Order Form, CompuBC will provide any update to the Customer on the price list for all devices available for purchase; the Customer shall pay that updated price according to this section.
 
d) CompuBC reserves the right to modify the prices of products offered at any time without prior notice.
 
e) Customer will be charged the prices displayed at the time your order was confirmed, provided the goods ordered were available at this time; however, CompuBC reserves the right not to accept or to cancel your order in our sole discretion for any reason without liability, including if the products are not available, are incorrectly priced or are otherwise incorrectly described.
 
f) Payment is due when an order is placed or upon receipt of an invoice; the customer shall pay for the amounts invoiced in advance to receive the ordered Hardware Products and services.
 
g) Customer shall pay applicable sales, use, or similar taxes, fees, or duties. The customer is responsible for taxes on the Hardware Products from when CompuBC ships them to the Customer. No other discounts, quantity entitlements, or promotions apply unless agreed in writing by CompuBC.
 
h) If CompuBC makes an error in pricing information and a typographic error, CompuBC may refuse or cancel an order placed for a Hardware Product quoted at such price or described in error, even if CompuBC has confirmed the receipt of the Customer’s order.
 
7. Title and Risk of Loss
a) All products ordered remain the property of CompuBC until full payment is tendered to CompuBC. In a payment dispute, the Customer is required to return the products that are the subject of dispute to CompuBC immediately upon request and to assume the risks (in particular, the risks of loss, theft, and damage) relating to such products.
 
b) CompuBC shall bear the risk of loss or damage to a Hardware Product until it is delivered to CompuBC’s designated carrier for shipment to the Customer. After that, the Customer assumes the risk of loss or damage to the Hardware Product.
 
8. Warranties, Limitation of Liabilities
a) CompuBC, at this moment, assigns the Manufacturer’s Warranty (if any) for the Product to the Customer, to the extent such Manufacturer’s Warranty exists and is assignable.
 
b) THE MANUFACTURER’S WARRANTY (IF ANY, AND IF ASSIGNABLE) IS THE ONLY WARRANTY THAT SHALL BE PROVIDED BY COMPUBC concerning THE HARDWARE PRODUCT.
 
c) COMPUBC MAKES NO WARRANTIES FOR THE HARDWARE PRODUCT. THE HARDWARE PRODUCT IS PROVIDED “AS IS,” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, TO THE FURTHEST EXTENT PERMITTED BY LAW, EXCEPT TO THE EXTENT (IF ANY) THAT A MANUFACTURER’S WARRANTY EXISTS AND IS ASSIGNABLE.
 
d) IN ANY ACTION UNDER OR RELATED TO THIS AGREEMENT, COMPUBC SHALL NOT BE LIABLE TO CUSTOMER FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE: 1) THIRD-PARTY CLAIMS FOR DAMAGES; 2) LOSS OF, OR DAMAGE TO, DATA; 3) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR 4) LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS. AS SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SOME DAMAGES, THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO THIS AGREEMENT. EXCEPT FOR BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY. IN THE EVENT COMPUBC IS DETERMINED TO BE LIABLE TO THE CUSTOMER, ITS LIABILITY SHALL BE LIMITED TO THE LESSER OF A); THE AMOUNT OF ACTUAL DIRECT DAMAGES SUFFERED BY THE CUSTOMER; OR B) THE AMOUNT CUSTOMER PAID COMPUBC FOR THE HARDWARE PRODUCT.
 
9. Return of Hardware Product Covered by Manufacturers' Warranty
a) In the event a Hardware Product covered by a Manufacturer’s Warranty fails to operate during the warranty period as a result of a manufacturing defect. Compubc shall facilitate the return of the Hardware Product to the Manufacturer for its repair or replacement by the Manufacturer’s Warranty.
 
b) CompuBC will not facilitate the return of a Hardware Product if (i) it is not covered by a Manufacturer’s Warranty, (ii) the return is requested outside the Warranty Period, or (iii) the Hardware Product fails to operate as a result of any special software, necessary injections or firmware loads, or faulty accessories, cables, plugs or power supply units.
 
c) All requests for returns must be submitted by email and must include the following:
 
i) Contact Information: name of Customer’s company, name of the contact person at Customer’s company, phone number, email address, and purchase order number or reference number
ii) Shipping Information: the address where Hardware Product should be shipped back to the Customer after repair or replacement by Manufacturer,
iii) Product Information: Purchase order or reference number for the product purchase, product name, product serial number, product manufacturer, any key injection numbers
iv) Reason for Return: description of the operating issue concerning the Hardware Product
 
d) If the return is approved, CompuBC shall issue an RMA to Customer.
 
e) After receipt of the RMA, Customer must ship the Hardware Product to the return address listed on the RMA in its original packaging, together with all accessories, user manuals, and other documentation, a copy of the RMA, a copy of the invoice, and the actual shipping label. The return must be received at the return address listed on the RMA within ten (10) calendar days of the date the RMA is issued.
 
f) Customer assumes the risk of loss and damage for a Hardware Product returned without an RMA.
 
g) Returns may take ninety (90) days or longer. For this reason, CUSTOMERS ARE STRONGLY ENCOURAGED TO PURCHASE EXTRA HARDWARE PRODUCT UNITS TO AVOID DOWNTIME DURING THE RETURNS PROCESS.
 
10. Customer Information
a) CompuBC and its affiliates may store, use and process contact information and other information about Customer, including name, phone numbers, addresses, and e-mail addresses, as necessary to perform under this Agreement, including but not limited to returns service.
 
b) Customer information will be processed and used in connection with this Agreement and the Hardware Product and may be transferred by CompuBC to any country where CompuBC does business; and may be provided to entities acting on CompuBC’s behalf about this Agreement and the Hardware Product. CompuBC may also disclose such information where required by law.
 
11. Force Majeure
a) CompuBC shall not be liable to Customer for any failure or delay in the performance of its obligations hereunder, to the extent such failure or delay is caused by fire, flood, earthquakes, other elements of nature; acts of war; terrorism, riots, civil disorders, rebellions or revolutions; epidemics, communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond the reasonable control of CompuBC.
 
12. No Export by CompuBC
a) Any Hardware Product purchased under this Agreement is only for use in are subject to the export of the applicable regulations.
 
b) Customer shall comply with the applicable export regulations.
 
13. Entire Agreement
a) This Agreement constitutes the entire agreement and understanding between Customer and CompuBC concerning the purchase, sale, and delivery of any Hardware Product.
 
b) This Agreement supersedes any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between Customer and CompuBC (including, but not limited to, any previous versions of this Agreement).
 
14. Governing Law
a) This Agreement and all transactions and disputes arising shall be governed by the laws of Canada, without regard to its conflict of law principles.
 
b) Neither party may bring an action arising out of or related to this Agreement more than two (2) years after the cause of action arose.
 
15. Dispute Resolution
a) Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in BC, Canada, before one arbitrator; provided that, nothing in this arbitration provision or these Terms & Conditions shall preclude CompuBC for seeking injunctive relief to stop any unauthorized use of its intellectual property.
 
16. Miscellaneous
a) If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force to the extent permitted by law.
 
b) No failure, forbearance, neglect, or delay of any kind or to any extent on the part of CompuBC in connection with the enforcement or exercise of any rights under the use terms, the sale terms, or the additional terms shall affect or diminish CompuBC’ ability to enforce such rights or any other rights under the use terms, the sale terms, the additional terms.

​CompuBC Hardware Sales and Service Agreement - Terms and Conditions

THESE TERMS AND CONDITIONS SHALL GOVERN ANY PURCHASE OF A HARDWARE PRODUCT BY THE CUSTOMER AND ANY SALES AND DELIVERY OF A HARDWARE PRODUCT BY COMPUBC.
 
THIS DOCUMENT SHALL NOT APPLY AND DOES NOT GOVERN ANY SALE OR DELIVERY OF SOFTWARE PRODUCTS OR SERVICES BY COMPUBC. ANY SALE AND DELIVERY OF SOFTWARE PRODUCTS OR SERVICES TO CUSTOMERS SHALL BE GOVERNED BY A SEPARATE CONTRACT BETWEEN COMPUBC. AND CUSTOMER (OR BETWEEN COMPUBC AND A THIRD PARTY OF WHICH THE CUSTOMER IS A BENEFICIARY).
 
PLEASE READ THIS DOCUMENT CAREFULLY. BY PURCHASING A HARDWARE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY ITS CONDITIONS.
 
SUPPOSE YOU ACCEPT THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY, OR LEGAL ENTITY. IN THAT CASE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THIS SALES ORDER.
 
PAYMENTS ARE DUE AT THE TIME AN ORDER IS PLACED OR UPON RECEIPT OF THE INVOICE. CUSTOMERS SHALL PAY FOR THE INVOICED AMOUNTS IN ADVANCE TO BE ABLE TO RECEIVE THE ORDERED HARDWARE PRODUCTS.
 
1. Definitions
a) "Agreement" means this Hardware Sales Agreement – Terms and Conditions.
 
b) "Customer" means a party who purchases or otherwise receives a Hardware Product from CompuBC.
 
c) "Defect" means a situation where Hardware does not perform, function, or operate by the applicable terms of this Agreement or any material fault, failure, error, or another defect in such Hardware.
 
d) "Hardware Order Form" means the documentation related to the quantity and specification of the Hardware, including the delivery address.
 
e) "Hardware Product" means any hardware product sold or delivered by CompuBC, including Computers, peripheral equipment, components, options, and spare parts, as specified on the applicable order. Hardware Products do not include Software Products or Services to avoid doubt. Any computer system or modified hardware is considered a particular order.
 
f) "Hardware Order Form" means the documentation related to the quantity and specification of the Hardware, including the delivery address.
 
g) "Integrated Software" means any software integrated and pre-installed in any Hardware, including the operating system (as defined in the Customer's configuration), firmware, and keys used in the internal operation of the Hardware and any other Software.
 
h) "Manufacturer" means the manufacturer of a Hardware Product.
 
i) "Manufacturer's Warranty" means the warranty of a Hardware Product provided by the Manufacturer of that product.
 
j) "CompuBC" means CompuBC Information Technology Services Ltd, with an address at 2951 Britannia crescent, Port Coquitlam, BC, V3B 4V5, Canada.
 
k) "Purchase Order Acknowledgement" means the confirmation of any Hardware Order Form by CompuBC, including the quantity, the model, the prices, the shipping cost, and the applicable tax(es).
 
l) "Purchase Order Confirmation" means the legally binding confirmation from the Customer that the Purchase Order Acknowledgement has been accepted, which can be done electronically (e.g., via email).
 
m) "RMA" means Return Merchandise Authorization.
 
n) "Service" means the performance of tasks, the provision of advice or assistance, or the provision of access to resources or information by CompuBC.
 
o) "Software Product" means computer software programs sold or delivered by CompuBC, whether pre-loaded or provided separately, and related licensed materials.
 
2. General Terms
a) This Agreement shall govern any purchase of a Hardware Product by Customer and any sale and delivery of a Hardware Product by CompuBC.
 
b) By purchasing a Hardware Product and service, you acknowledge that you have read this document, understand it, and agree to be legally bound by its terms and conditions.
 
c) If you accept these terms on behalf of another person, company, or legal entity, you represent and warrant that you have full authority to bind that person, company, or legal entity to this sales agreement.
 
d) This Agreement is the sole and complete Agreement between Customer and CompuBC regarding the purchase and sale of any Hardware Product and service. Any additional or different terms, including without limitation those discussed between the parties or listed in any order or communication from Customer, shall not be binding on CompuBC unless signed by an authorized representative of CompuBC.

e) Any deviation/modification/change from the Purchase Order provided to CompuBC by the customer will be considered void unless agreed by Compubc in writing. Suppose there is any deviation/modification/change to the Purchase Order by the customer. In that case, CompuBC will have the right to cancel the Agreement with the customer and provide an adjusted invoice for the hardware and work done or request the customer to pay the amount listed in the original Purchase Order.
 
f) CompuBC may update these terms and conditions or any part thereof without prior notice.
 
3. Software and Services Sales
a) Software Products or Services cannot be purchased on the Website. Customers must contact CompuBC to purchase Software Products or Services.
 
b) This document shall not apply and does not govern any sale and delivery of Software Products or Services by CompuBC, other than software loaded onto a Hardware Product, before Customer receives it.
 
c) Any sale and delivery of Software Products or Services to Customer shall be governed by a separate contract between CompuBC and Customer (or between CompuBC and a third party of which Customer is a beneficiary).
 
d) Any service and labor offered for any hardware in the Quote and Invoice is related to the hardware specified in the Quote and Invoice unless otherwise indicated.
 
4. Delivery, installation, and acceptance of Hardware
a) CompuBC or its assignee shall deliver the hardware to the delivery address specified by the Customer on the Hardware Order Form. If the Hardware Order Form does not indicate an address, the hardware will be sent to the location specified by the Purchase Order Acknowledgement.
i) Customer authorizes, herewith, CompuBC to subcontract the services related to the Hardware;
ii) CompuBC shall dispatch the requested Hardware upon Customer's Confirmation;
iii) The acceptance, and transfer of ownership of the Hardware, occur upon delivery.
iv) The Hardware Product purchased and sold under this Agreement is not a "Consumer Good" as that term is defined by Uniform Commercial Code or any other law that governs this contract;
 
5. Visual Accuracy
a) CompuBC shall not be liable for any error or inaccuracy in publicly displayed photographs or other representations of products.
 
b) If you have questions about the products, please get in touch with CompuBC's support at [email protected] before placing an order for Hardware Products.
 
6. Prices and Payment
a) The pricings for all products are listed in CAD (Canadian Dollars) and, unless otherwise indicated, exclude any taxes, shipping, and handling costs.
 
b) CompuBC may make a price list available for any devices for information purposes to the Customer. Nevertheless, the binding fees for the Hardware shall be detailed in the Purchase Order Acknowledgement. They shall constitute the sums payable by Customers for CompuBC's performance of its obligations under or in connection with this Agreement.
 
c) As far as the Customer submits a Hardware Order Form, CompuBC will provide any update to the Customer on the price list for all devices available for purchase; the Customer shall pay that updated price according to this section.
 
d) CompuBC reserves the right to modify the prices of products offered at any time without prior notice.
 
e) Customer will be charged the prices displayed at the time your order was confirmed, provided the goods ordered were available at this time; however, CompuBC reserves the right not to accept or to cancel your order in our sole discretion for any reason without liability, including if the products are not available, are incorrectly priced or are otherwise incorrectly described.
 
f) Payment is due when an order is placed or upon receipt of an invoice; the customer shall pay for the amounts invoiced in advance to receive the ordered Hardware Products and services.
 
g) Customer shall pay applicable sales, use, or similar taxes, fees, or duties. The customer is responsible for taxes on the Hardware Products from when CompuBC ships them to the Customer. No other discounts, quantity entitlements, or promotions apply unless agreed in writing by CompuBC.
 
h) If CompuBC makes an error in pricing information and a typographic error, CompuBC may refuse or cancel an order placed for a Hardware Product quoted at such price or described in error, even if CompuBC has confirmed the receipt of the Customer's order.
 
7. Title and Risk of Loss
a) All products ordered remain the property of CompuBC until full payment is tendered to CompuBC. In a payment dispute, the Customer is required to return the products that are the subject of dispute to CompuBC immediately upon request and to assume the risks (in particular, the risks of loss, theft, and damage) relating to such products.
 
b) CompuBC shall bear the risk of loss or damage to a Hardware Product until it is delivered to CompuBC's designated carrier for shipment to the Customer. After that, the Customer assumes the risk of loss or damage to the Hardware Product.
 
8. Warranties, Limitation of Liabilities
a) CompuBC, at this moment, assigns the Manufacturer's Warranty (if any) for the Product to the Customer, to the extent such Manufacturer's Warranty exists and is assignable.
 
b) THE MANUFACTURER'S WARRANTY (IF ANY, AND IF ASSIGNABLE) IS THE ONLY WARRANTY THAT SHALL BE PROVIDED BY COMPUBC concerning THE HARDWARE PRODUCT.
 
c) COMPUBC MAKES NO WARRANTIES FOR THE HARDWARE PRODUCT. THE HARDWARE PRODUCT IS PROVIDED "AS IS," WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, TO THE FURTHEST EXTENT PERMITTED BY LAW, EXCEPT TO THE EXTENT (IF ANY) THAT A MANUFACTURER'S WARRANTY EXISTS AND IS ASSIGNABLE.
 
d) IN ANY ACTION UNDER OR RELATED TO THIS AGREEMENT, COMPUBC SHALL NOT BE LIABLE TO CUSTOMER FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE: 1) THIRD-PARTY CLAIMS FOR DAMAGES; 2) LOSS OF, OR DAMAGE TO, DATA; 3) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR 4) LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS. AS SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SOME DAMAGES, THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO THIS AGREEMENT. EXCEPT FOR BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY. IN THE EVENT COMPUBC IS DETERMINED TO BE LIABLE TO THE CUSTOMER, ITS LIABILITY SHALL BE LIMITED TO THE LESSER OF A); THE AMOUNT OF ACTUAL DIRECT DAMAGES SUFFERED BY THE CUSTOMER; OR B) THE AMOUNT CUSTOMER PAID COMPUBC FOR THE HARDWARE PRODUCT.
 
9. Return of Hardware Product Covered by Manufacturers' Warranty
a) In the event a Hardware Product covered by a Manufacturer's Warranty fails to operate during the warranty period as a result of a manufacturing defect. Compubc shall facilitate the return of the Hardware Product to the Manufacturer for its repair or replacement by the Manufacturer's Warranty.
 
b) CompuBC will not facilitate the return of a Hardware Product if (i) it is not covered by a Manufacturer's Warranty, (ii) the return is requested outside the Warranty Period, or (iii) the Hardware Product fails to operate as a result of any special software, necessary injections or firmware loads, or faulty accessories, cables, plugs or power supply units.
 
c) All requests for returns must be submitted by email and must include the following:
 
i) Contact Information: name of Customer's company, name of the contact person at Customer's company, phone number, email address, and purchase order number or reference number
ii) Shipping Information: the address where Hardware Product should be shipped back to the Customer after repair or replacement by Manufacturer,
iii) Product Information: Purchase order or reference number for the product purchase, product name, product serial number, product manufacturer, any key injection numbers
iv) Reason for Return: description of the operating issue concerning the Hardware Product
 
d) If the return is approved, CompuBC shall issue an RMA to Customer.
 
e) After receipt of the RMA, Customer must ship the Hardware Product to the return address listed on the RMA in its original packaging, together with all accessories, user manuals, and other documentation, a copy of the RMA, a copy of the invoice, and the actual shipping label. The return must be received at the return address listed on the RMA within ten (10) calendar days of the date the RMA is issued.
 
f) Customer assumes the risk of loss and damage for a Hardware Product returned without an RMA.
 
g) Returns may take ninety (90) days or longer. For this reason, CUSTOMERS ARE STRONGLY ENCOURAGED TO PURCHASE EXTRA HARDWARE PRODUCT UNITS TO AVOID DOWNTIME DURING THE RETURNS PROCESS.
 
10. Customer Information
a) CompuBC and its affiliates may store, use and process contact information and other information about Customer, including name, phone numbers, addresses, and e-mail addresses, as necessary to perform under this Agreement, including but not limited to returns service.
 
b) Customer information will be processed and used in connection with this Agreement and the Hardware Product and may be transferred by CompuBC to any country where CompuBC does business; and may be provided to entities acting on CompuBC's behalf about this Agreement and the Hardware Product. CompuBC may also disclose such information where required by law.
 
11. Force Majeure
a) CompuBC shall not be liable to Customer for any failure or delay in the performance of its obligations hereunder, to the extent such failure or delay is caused by fire, flood, earthquakes, other elements of nature; acts of war; terrorism, riots, civil disorders, rebellions or revolutions; epidemics, communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond the reasonable control of CompuBC.
 
12. No Export by CompuBC
a) Any Hardware Product purchased under this Agreement is only for use in are subject to the export of the applicable regulations.
 
b) Customer shall comply with the applicable export regulations.
 
13. Entire Agreement
a) This Agreement constitutes the entire Agreement and understanding between Customer and CompuBC concerning the purchase, sale, and delivery of any Hardware Product.
 
b) This Agreement supersedes any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between Customer and CompuBC (including, but not limited to, any previous versions of this Agreement).
 
14. Governing Law
a) This Agreement and all transactions and disputes arising shall be governed by the laws of Canada, without regard to its conflict of law principles.
 
b) Neither party may bring an action arising out of or related to this Agreement more than two (2) years after the cause of action arose.
 
15. Dispute Resolution
a) Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in BC, Canada, before one arbitrator; provided that, nothing in this arbitration provision or these Terms & Conditions shall preclude CompuBC for seeking injunctive relief to stop any unauthorized use of its intellectual property.
 
16. Miscellaneous
a) If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force to the extent permitted by law.
 
b) No failure, forbearance, neglect, or delay of any kind or to any extent on the part of CompuBC in connection with the enforcement or exercise of any rights under the use terms, the sale terms, or the additional terms shall affect or diminish CompuBC' ability to enforce such rights or any other rights under the use terms, the sale terms, the additional terms.