Terms and Conditions

IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING SOFTWARE OR USING SERVICES.

This is a legally binding agreement ("Agreement") between the user of DirectPointe’s services (“Client”) and DirectPointe, Inc. ("DirectPointe"), a Nevada Corporation. These are the only terms and conditions that govern DirectPointe's obligations to Client and Client’s rights with respect to the DirectPointe Services (“Services”) to be provided as indicated in the applicable written, telephonic, or on-line Order Form or other order document (“Order Form”) and the DirectPointe Software to be installed on Client’s computer(s) and used in connection with the Services. If Client does not agree to the terms and conditions of this Agreement, he/she may not install the DirectPointe Software or use the Services and should promptly delete any downloaded or copied install files. DirectPointe may change these Terms of Service at any time, with or without notice. Accordingly, please return to this Web site to check for changes to the Terms of Service.

1. GENERAL

Client has accepted this Contract upon: (a) Client’s submission of a written, online, or telephone request for service; (b) Client accepting the Membership Maintenance; or (c)Client’s use of any aspect of DirectPointe's Service as defined in Paragraph 2. This Contract is made up of the terms below plus the Privacy Policy, all attachments to this Contract, and the other policies and materials specifically referred to in these Terms of Service, all of which are incorporated herein by reference. Client hereby gives permission for DirectPointe, through DirectPointe's service representatives, to access Client’s computer. Client acknowledges that this access carries with it some potential risk to information on Client’s computer, and agrees to release and hold DirectPointe harmless from all liability for loss, including incidental or consequential damages, that may result there from. The Contract and related policies are also set forth on the DirectPointe Web site (http://www.directpointe.com/home) ("Web site"). The Contract sets forth the terms and conditions under which Client agrees to use the Service, and under which DirectPointe agrees to provide the Service to Client.

2. DEFINITION OF SERVICE

For purposes of this Contract, the term "Service" shall mean the DirectPointe Computer Help service, including all technical support, newsgroups, e-mail and other features, products and services provided by DirectPointe under the service option Client has selected. The Service may be referred to as, “Total PC,” “PC Care,” “Remote Computer Support,” "Virtual On-Demand Computer Support," "On-Demand Computer Support Service," "Online Computer Support," “Maintenance Service,” "Ongoing Maintenance Service," "Membership," and "Membership Services." As part of the Service, DirectPointe may license to Client, or assist Client in licensing, third party software (see Section 9 below).

3. AUTHORIZED USER, USE, AND RESPONSIBILITIES

3.1 Client represents that: (i) Client is 18 years of age or older and has the legal capacity and authority to bind self and/or the person, employer, partnership, firm, association, corporation or business organization, entity or enterprise Client represents, as applicable, to this Contract; (ii) Client consents on behalf of self and/or as an authorized representative of the person, employer, partnership, firm, association, corporation or business organization, entity or enterprise Client represents, as applicable, to be bound by this Contract; and (iii) the information Client supplies to DirectPointe is correct and complete. Client understands that DirectPointe relies on the information Client has supplied and that providing false or incorrect information may result in Service withholding or delays or the suspension or termination of Client’s account. Client agrees to promptly notify DirectPointe whenever Client’s personal or billing information changes (including name, address, telephone number, and credit card number and expiration date).

3.2 Client agrees to be responsible for all use on Client’s account, including any secondary accounts or sub-accounts registered to Client’s primary account. Client understands this means Client accepts full liability and responsibility for the actions of anyone who uses the Service via Client’s account, or any secondary accounts, with or without Client’s permission.

3.3 Client hereby acknowledges and agrees that a Membership Service Contract covers only the software, hardware and peripherals specifically registered via the DirectPointe Contract. As part of the Membership Service, DirectPointe may require Client to install certain software, including the DirectPointe Software, to assist DirectPointe in the provision of the Services. DirectPointe reserves the right to terminate this Contract if Client (i) does not agree to install the software on his/her PC; or (ii) alters, modifies or disables the software or its settings or configurations.

3.4 Client agrees that it will not use the Services for transmitting, storing, or managing inappropriate materials, including without limitation materials containing viruses or other harmful code; unsolicited mail (spam); copyrighted materials to which Client does not have appropriate rights; materials offensive to community standards (other than ancillary to and necessary for use with authorized Services designed to promote compliance with such standards); harassing, tortious or defamatory materials; or other materials prohibited by applicable international, federal, state or local laws and regulations.

4. PRICING AND PAYMENT

4.1 Charges. Client agrees to pay the applicable fees for DirectPointe services specified in the Order Form as well as any taxes and other charges including but not limited to activation fees, minimum service fees, no-show fees, failure to cancel fees, termination fees, other nonrecurring charges and set-up fees. Client also agrees to pay any additional charges or fees applied to Client’s billing account for any reason, including but not limited to, interest and charges due to insufficient credit or insufficient funds. Client will at all times provide to DirectPointe valid credit card information. If Client changes to another credit card or receives a new account number for his/her credit card, Client will notify DirectPointe immediately of such changes. DirectPointe does not accept debit cards for payment of any charges or fees.

4.2 Membership Pricing. Membership includes the all fee as noted in the Order Form, which includes licensing of the DirectPointe proprietary DirectPointe Software and the initial system cleaning. If more than two hours is required in the initial cleaning, any additional time required will be billed at the membership discount rate specified in the Order Form. Additional security and solution software applications and configurations can be added to Client’s setup fee for the additional charge specified in the Order Form. Client’s Monthly membership maintenance fee will be as follows:

Total PC:
1. One year commitment is $34.95 per month and $30.95 for a two year commitment per computer
2. A one time fee of $49.95 will be charged upon activation of Client’s membership which will include the initial cleaning and setup charges
3. There will be no additional charge for On-Demand services*
4. This subscription is bound by the Total PC - Additional Terms of Service.
PC Care
1. One year commitment is $19.95 per month and $14.95 per month for a two year commitment per computer
2. A one time fee of $49.95 will be charged upon activation of Client’s membership which will include the initial cleaning and setup charges
3. A 10% discount for any On-Demand services
On-Demand
1. All service is billed in 15-minute increments. By using DirectPointe’s On-Demand service, Client authorizes DirectPointe to charge any and all On-Demand fees to Client’s credit card.

*Unlimited On-Demand service - refers to support for a single PC. If DirectPointe determines that any customer is abusing or otherwise using the service excessively, customer will be notified and DirectPointe may restrict or terminate customer's access to the service. If DirectPointe determines a customer is using the service for illegal or inappropriate activities, this may be deemed reason to cancel subscription.

All fees are subjected to change without prior consent from Client.

4.3 Regular Maintenance and Missed Appointments. DirectPointe will provide maintenance to Client four times per year, or once every three months. DirectPointe will contact Client in advance to schedule maintenance service via the HelpDesk. However, Client is responsible for all maintenance charges even if Client is unable to schedule the service. And, if Client does not contact DirectPointe a minimum of two (2) hours prior to an appointment to cancel or otherwise reschedule the appointment, Client will be charged the maintenance fee and, at DirectPointe's option, a missed appointment fee of $25.

4.4 Late Fees. For any amount not paid to DirectPointe when due, Client agrees to pay a late fee of ten percent (10%) of such amount and to pay interest on the overdue amount at the rate of 1.5% per month until paid in full. Client authorizes DirectPointe to charge such late fees and interest to Client’s credit card. Further, Client agrees to pay all collection costs, including reasonable attorney's fees, incurred by DirectPointe in collecting any amounts Client owes to DirectPointe, whether incurred before or after civil litigation is commenced.

4.5 Service without Resolution. DirectPointe will not charge for the first 15-minutes if it is unable to recommend a solution. DirectPointe will make every commercially reasonable attempt to troubleshoot, analyze, assess, correct or otherwise fix Client’s computer or network problem. If DirectPointe is unable to resolve Client’s computer problem after 15-minutes, Client will be liable for charges for time spent by DirectPointe in an attempt to correct a problem regardless of outcome.

4.6 The waiver of any fees or charges lies solely at the discretion of DirectPointe.

4.7 DirectPointe reserves the right to charge service fees to Client’s credit card up to eight (8) weeks after the conclusion of service.

5. PRIVACY POLICY & CONFIDENTIAL INFORMATION

5.1 At DirectPointe, Client’s privacy is our most vital concern and a key element of our Service. DirectPointe will treat Client’s personal information in accordance with its current Privacy Policy, subject to change from time to time.

5.2 Each party to this Contract agrees not to misuse or disclose to any non-party, any confidential information of the other party. Confidential information is information which relates to the other party's research, development, trade secrets, business affairs, or personal or financial data, but does not include information which is in the public domain or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

5.3 Client hereby acknowledges that during the performance of this Contract, DirectPointe, its advisors, agents, employees and service representatives may learn or receive confidential information pertaining to Client and DirectPointe hereby confirms that all such information relating to Client’s business or personal affairs will be kept confidential, except to the extent such information is required to be divulged by law or by court order or is required to be divulged to DirectPointe or DirectPointe's advisor, agents, employees or affiliates to enable DirectPointe to perform its obligations under this Contract.

5.4 Except as specifically set forth in writing and signed by all parties, DirectPointe shall own and retain all copyright and patent rights with respect to all ideas and materials developed under this Contract. DirectPointe hereby grants to Client a non-exclusive license to use and employ such ideas and materials on Client’s computer system(s) and network.

6. AVAILABILITY OF SERVICE

6.1 The Service may not be available at all times, and may not be available in the format generally marketed, and some personal computers may not be able to receive the Service even if initial testing showed that Client’s connection was qualified or Client’s computer environment was suitable. For Remote Computer Support, DirectPointe will qualify Client’s Internet connection for the minimum line rate (speed) available for support, based on our standard line qualification procedures. Membership Services requires high speed Internet access; it is Client’s responsibility to ensure adequate connectivity to the Internet. All Services are provided on an AS IS basis. Line rate, access and availability of Service are provided by third parties and are not guaranteed by DirectPointe.

6.2 DirectPointe or its suppliers may, at any time, without notice or liability, restrict the use of the Service or limit its time of availability in order to perform maintenance activities and to maintain session control.

6.3 For Membership Services, DirectPointe will use commercially reasonable efforts to schedule a mutually convenient service session within a reasonable period of time. However, Client hereby acknowledges that circumstances outside of DirectPointe's control (e.g., a large-scale outbreak of a new computer virus) may cause significant delays in DirectPointe's ability to schedule a service session. Client hereby releases DirectPointe from any and all liability, and agrees that DirectPointe shall not be liable to Client or any third party for any direct or indirect damages resulting from such delays.

7. TERM AND TERMINATION

7.1 Effective Date and Term. This Contract goes into effect upon Client’s acceptance of this Contract as set forth in Paragraph 1 and shall continue, subject to the terms of this Paragraph, until one year from the date of this Contract and is automatically renewed unless either party provides a written notice of termination 60 days prior to the renewal date. If this Contract is cancelled by Client in less than the agreed notice timeframe as described above, there will be a $150.00 cancellation fee, with the exception outlined in 7.2.1.

7.2.1 Termination of Service. In the event that DirectPointe fails to perform as promised under this Contract, Client agrees to provide DirectPointe with a right to cure the performance defects. Toward this end, Client agrees to give a thirty (30) days written notice to DirectPointe of any alleged defective or deficient Contract performance within the 5 day guaranteed period from the date such performance was rendered, and to provide DirectPointe with prompt and reasonable access to Client’s computer system(s) and network and, to the extent necessary, Client’s home or office premises. If DirectPointe agrees that a deficiency exists, it shall have the right to repair the same within a reasonable time. If DirectPointe is unable to reasonably cure a defect caused by DirectPointe and that substantially impairs Client’s use of the computer(s) covered under this Contract, Client may terminate this Contract upon written notice to DirectPointe. In any such case, DirectPointe's liability shall be limited as specified in Section 12.

7.2.2 Termination and/or Suspension by DirectPointe. If, in the sole discretion of DirectPointe: (a) Client is in breach of any of the terms of this Contract (including but not limited to all policies regarding abuse and acceptable use of the Service) or any license for Third Party Software; (b) Client’s use of the Service is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Service, DirectPointe's network, or the use and enjoyment of other users; (c) DirectPointe receives an order from a court to terminate Client’s Service; (d) if DirectPointe for any reason ceases to offer the Service; (e) if Client is no longer a DirectPointe client, or (f.) DirectPointe determines that Client is abusing the Service, DirectPointe at its sole election may terminate or suspend Client’s Service immediately without notice.

7.2.3 Terminated Account. DirectPointe, in its sole discretion, may refuse to accept Client’s request for service, renewal or re-subscription following a termination or suspension of Client’s use of the Service. If Client cancels this Contract for no material reason and/or in less than the agreed notice timeframe as described in paragraph 7.1, Client agrees that a cancellation fee will apply as specified in the Order Form.

8. SOFTWARE LICENSES AND THIRD PARTY SERVICES

8.1 With respect to all software, CDs, programs or other intellectual property which DirectPointe makes available or furnishes to Client pursuant to this Contract, DirectPointe grants Client one (1) personal, non-exclusive, non-transferable, non-sub-licensable license to access and use the same, only during the term of this Contract, solely for Client’s personal or internal business purposes with respect to the computer(s) receiving services subject to this Contract. As an end-user, Client may not copy, modify, publish, transmit, rent, license, re-sell, transfer, trade or allow others to use or benefit from such software, CDs, programs or other intellectual property. All rights not expressly granted to Client are expressly reserved by DirectPointe.

8.2 Client will not make any copies of DirectPointe Software. Client agrees that the DirectPointe Software is the confidential information of DirectPointe or its third party licensors, providers or suppliers, which Client will not disclose to others or use except as expressly permitted herein. The DirectPointe Software contains copyrighted material, trade secrets, patents, and proprietary information owned by DirectPointe or its third party licensors, providers or suppliers. Client will not de-compile, reverse engineer, disassemble, attempt to discover any source code or underlying ideas or algorithms of the DirectPointe Software, or otherwise reduce the DirectPointe Software to a human readable form, modify, rent, lease, loan, use for timesharing or service bureau purposes, reproduce, sublicense or distribute copies of the Software, or otherwise transfer the DirectPointe Software to any third party. Client will not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols or labels appearing on or in copies of the Software. Client is not granted any title or rights of ownership in the DirectPointe Software. Client acknowledges that this license is not a sale of intellectual property and that DirectPointe or its third party licensors, providers or suppliers continue to own all right, title and interest, including but not limited to all copyright, patent, trademark, trade secret, and moral rights, to the DirectPointe Software and related documentation, as well as any corrections, updates and upgrades.

8.3 Third Party Software: As part of the Services, DirectPointe may suggest the installation and use of certain third party software ("Third Party Software"). Third Party Software is licensed to Client by the respective owners or licensees of the Third Party Software. Client agrees to the terms and conditions set forth by such owners or licensees before installing Third Party Software, whether DirectPointe assists Client in the acquisition, installation, and/or use of Third Party Software. DirectPointe has no rights to the Third Party Software and does not license Third Party Software to Client or make any representation or warranty regarding the Third Party Software.

8.4 DirectPointe will provide technical assistance and support for the Software and the DirectPointe Software in accordance with its policies. To the extent that DirectPointe provides technical assistance and support for Third Party Software or equipment, Client will comply with the terms and conditions under which Client licensed such Third Party Software or purchased such equipment. DirectPointe makes no warranty that it is an authorized service provider for Third Party Software or for any equipment; it is Client’s sole responsibility to determine if Client requires additional rights for DirectPointe to provide such support, and if so, to acquire such rights. Client acknowledges that support of Third Party Software or equipment by an unauthorized service provider may void any warranty made by the supplier of such Third Party Software or equipment.

9. INDEPENDENT CONTRACTOR

I acknowledge that DirectPointe is an independent Contractor and neither DirectPointe, or DirectPointe Techs, agents, employees nor affiliates is or shall be deemed employed by Client. DirectPointe reserves the right to determine the method, manner and means by which such services will be performed. DirectPointe and its Techs, agents, and employees are not required to perform services for Client during any particular hour of the day or night, and the time spent on Client’s computer is at DirectPointe's discretion, subject to Client’s access times and security requirements. Client further acknowledges that DirectPointe is not required to devote its full time nor the full time of any of its Techs, agents, employees or affiliates to the performance of services required under this Contract, and Client recognizes that DirectPointe has other clients and that it offers services to the general public. The order and sequence in which the work is to be performed shall be under the control of DirectPointe and its Techs, agents, employees and affiliates, and not under Client’s control. Client will not provide any insurance coverage of any kind for DirectPointe or its staff.

10. NONHIRING COVENANT

Client acknowledges that DirectPointe has a legitimate interest in preserving its client base and hereby agrees that, for the duration of this Contract and any renewal periods, and for a period of one year following the termination of this Contract, Client will not, except with DirectPointe's written approval: (a) solicit services from or offer employment to any DirectPointe Techs, agents or employees; or (b) accept employment relating to computer services, programming, troubleshooting, or systems design from DirectPointe Techs, agents or employees, including without limitation the Techs, agents, and employees, with whom Client has had contact within the twelve-month period immediately prior to the termination of this Contract.

11. LIMITATIONS ON USE OF THE SERVICE

11.1 Client agrees that Client’s use of the Service and the Internet, without limitation, is Client’s sole responsibility, and is solely at Client’s risk, and will comply with all applicable local, state, national and international laws and regulations.

11.2 Client agrees that the Internet is not owned, operated or managed by, or in any way affiliated with DirectPointe, and DirectPointe is not responsible and has no control over the information, content or other materials, some of which may be offensive, malicious or destructive in nature, which may be accessed through use of the Service. Client further agrees that DirectPointe does not own or control all of the various facilities and communications lines through which service may be provided, nor does DirectPointe guarantee access to or through Web sites, servers or other facilities on the Internet, whether or not such facilities are owned or controlled by DirectPointe.

11.3 Client agrees that the Internet is not a secure network and that third parties may be able to intercept, access, use, or corrupt information transmitted or received over the Internet. DirectPointe is not responsible for invalid destinations, transmission errors, or corruption or security of Client’s data.

12. RELEASE OF LIABILITY

DirectPointe hereby warrants that the materials, analysis, data, programs, and services to be delivered or rendered under this Contract will be of the kind and quality designated and will be performed by qualified personnel. CLIENT HEREBY AGREES THAT DIRECTPOINTE MAKES NO OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, CONCERNING THE PRODUCTS OR SERVICES PROVIDED UNDER THIS CONTRACT, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS OF PURPOSE, EXCEPT TO THE EXTENT THAT A MANUFACTURER'S WARRANTY MAY APPLY. Client further agrees to release and hold DirectPointe, its Techs, agents, employees, and affiliates harmless from any and all liability associated with the performance of service or the provision of products beyond the limited warranty provided in this section. Further:

A. Client grants to DirectPointe and its Techs, agents, employees and affiliates, necessary and reasonable access to Client’s computer system(s) at premises. Client recognizes that in order to provide the products and services requested, DirectPointe and its Techs, agents, employees and affiliates may find it necessary or advisable to open, view, modify, edit, delete, or otherwise manipulate Client’s computer software, applications, data, and data storage media including, without limitation, the computer operating system, word processing, spreadsheets, databases, workflow, graphics, audio, video, system drivers and libraries, and any other type of software or data that may be contained on Client’s computer system or network. Further, Client grants to DirectPointe and its Techs, agents, employees and affiliates permission as needed to download and/or install software on Client’s computer system(s) or network, including without limitation, memory chips, processor chips, cooling fans, batteries, hard drives, tape drives, storage devices, modem and communication devices, audio and video cards, network interface cards, hubs, routers, switches, printers, scanners, cables, and any other hardware Client requests to be installed.

B. Client acknowledges that due to the nature of the services being performed, Client is exposed to some potential risk of damage or loss including, without limitation, damage to Client’s computer hardware, cabling, hubs, routers, switches, peripherals, accessories, furniture, home, and office, as well as potential risk of damage, corruption, loss of business or time, loss of computer software, applications, data, and data storage media. Client understands that it is highly recommended that Client take proper and adequate measures to preserve, protect and safeguard critical data by backing up such data in appropriate ways prior to any services being performed by DirectPointe. Unless specifically requested and provided to Client as a paid service by DirectPointe, Client is exclusively responsible for providing all backup, archiving, and protective storage as well as restoration, if required, of Client’s data.

C. DirectPointe Backup Services. DirectPointe provides 500MB of compressed online data backup as part of Client’s base subscription fee. More backup space is available for an additional fee. Client acknowledges that the security key given during the backup setup process is the unique identifier that unlocks the encryption code for Client’s data. For security purposes, DirectPointe DOES NOT retain a copy of Client’s security key. Therefore, Client agrees to keep this security key stored in a place separate from Client’s computer to keep it safe and retrievable when Client needs to access backup data. Client also understands that DirectPointe will monitor Client’s data storage usage to ensure that Client’s data is kept safe. As Client’s storage requirements increase and exceed the 500MB base, Client will be upgraded and autobilled for the next level of storage space required.

D. Client agrees to release and hold DirectPointe harmless from all liability for damage or loss as well as any incidental or consequential damage or financial damage or loss that may result from the actions of DirectPointe, its Techs, agents, employees and affiliates.

13. LIMITATION OF LIABILITY

Client hereby acknowledges and agrees that:

A. under this Contract, Client is dealing with a corporation ("DirectPointe, Inc.") formed under the laws of the State of Nevada; and

B. no employee, officer, director, or shareholder of DirectPointe is, or will be, liable for DirectPointe's obligations under this Contract or for any other debts or obligations of DirectPointe; and

C. in any dispute with DirectPointe, whether arising under this Contract or otherwise, it will proceed only against DirectPointe and not against any employee, officer, director, shareholder, or agent of DirectPointe in their individual capacities.

14. DAMAGES DISCLAIMER

CLIENT AGREES THAT DIRECTPOINTE SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, EITHER IN CONTRACT OR TORT, INCLUDING LOSS OF PROFITS CLIENT MAY SUFFER AS A RESULT OF DIRECTPOINTE'S CONTRACT PERFORMANCE. This shall be true whether or not the possibility of such damages has been disclosed to DirectPointe in advance or could have been reasonably foreseen by DirectPointe. In the event this limitation of damages is held unenforceable, then the parties agree that by reason of the difficulty in foreseeing all possible damages which Client may incur, DirectPointe's liability to Client shall be limited to the sum of five hundred dollars ($500.00) as liquidated damages and not as a penalty, or the cost of repairing or replacing Client’s computer system, whichever is less.

15. DISPUTE RESOLUTION

Prior to commencing litigation as to any claim, alleged breach, or dispute (a "dispute") arising under this Contract, each party agrees that if the parties themselves are unable to resolve the dispute within fifteen (15) days, the parties each agree to then try in good faith to resolve such dispute by mediation. The party alleging a dispute shall promptly advise the other party of such dispute in a writing which describes in reasonable detail the nature thereof and the request for mediation. The parties shall then jointly select a mediator to conduct the mediation. All mediation sessions shall be held in Salt Lake City, Utah or within the surrounding area or such other place as the parties may agree. Not later than five (5) business days after the recipient has received notice of a request for mediation, each party shall select for itself a representative who shall have authority to bind such party and shall advise the other party of the name of such representative. In such mediation, the mediator shall review the matter with each party to assist each party to understand the strengths and weaknesses of each position and to attempt to reach a compromise for settlement of the matter. If (1) the parties are unable to agree upon the mediator to use within fifteen (15) days after notice of a request for mediation is given, or (2) mediation is not undertaken in a meaningful way within thirty (30) days after such notice is given, or (3) any unresolved dispute remains after mediation, then either party may commence a civil action regarding such dispute. The parties agree that any civil action thereby commenced shall be brought in a Utah state court of competent jurisdiction or the United States District Court for the District of Utah, if federal court jurisdiction exists, and that the decision of such court(s) shall be final. The parties hereby submit to the jurisdiction of such court(s) and waive any objection that they may now or hereafter have to the venue of any such action or proceeding in any such court(s) or that such action or proceeding was brought in an inconvenient forum and agree not to plead or claim the same. In any mediation, the fees and costs of the mediator shall be borne equally by the parties to the mediation and shall be payable in advance or upon invoice from the mediator, as applicable, and each party shall bear the fees and costs of the party's own legal counsel and witnesses.

16. COMPLETE CONTRACT

This Contract contains the entire Contract between the parties. No other Contracts, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of DirectPointe or any of its Techs, agents, employees and affiliates, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter of this Contract. Client acknowledges that he/she is entering into this Contract solely on the basis of the representations contained herein. Further, should any provisions of this Contract be held void, voidable, or unenforceable for any reason, all remaining provisions of this Contract shall remain in full force and effect. To the extent the scope of any provision is too broad in any respect to permit enforcement, the parties hereto agree that such scope may be judicially modified accordingly.

17. APPLICABLE LAW AND TAXES

DirectPointe will comply with all applicable laws in performing services under this Contract but shall be held harmless for violation of any government procurement regulation to which it may be subject but to which no reference is made in this Contract. This Contract shall be governed by and construed in accordance with the laws of the State of Utah, disregarding any provisions relating to the choice or conflict of laws. Any and all taxes, except income taxes, imposed or assessed by reason of this Contract or its performance, including but not limited to sales or use taxes, shall be paid by Client.

18. ASSIGNMENT

Upon written notice, DirectPointe may assign this Contract in its entirety to any affiliate, including a parent, subsidiary, or successor in interest to its business. This Contract may not otherwise be assigned by either party except with the advance written consent of the other party. Subject to limitations on assignment, this Contract shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties hereto.

19. FORCE MAJEURE

DirectPointe shall be excused for the period of any delay in the performance of any obligation under this Contract when prevented from doing so by a cause reasonably beyond DirectPointe's control, such as labor disputes, traffic congestion, delivery failures, product shortages, civil commotion, war, governmental regulations or controls, government action, fire or other casualty, weather, or acts of God.

20. WAIVER

No waiver by DirectPointe of any breach of this agreement shall be a waiver of any preceding or succeeding breach. No waiver by DirectPointe of any right under this agreement shall be construed as a waiver of any other right. DirectPointe shall not be required to give notice to enforce strict adherence to all terms of this agreement.

21. NOTICES

Except as explicitly stated otherwise, any notices to DirectPointe shall be given by e-mail to: dphome@directpointe.com. Any notices to Client shall be sent to the e-mail address Client provided to DirectPointe during the registration process. Notice shall be deemed given 24 hours after an e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, DirectPointe may give Client notice by certified mail, postage prepaid and return receipt requested, to the address provided to DirectPointe during the registration process. In such case, notice shall be deemed given five days after the date of mailing. Client also has the option of sending legal notices to DirectPointe by certified mail, postage prepaid and return receipt requested, to the following address: DirectPointe, 333 South 520 West, Suite 200, Lindon, UT 84042. Alternatively, either party may give notice by overnight courier mail through a nationally recognized courier service, which notice will be effective when actually received.

BY USING THIS WEB SITE, I CERTIFY THAT I HAVE READ, UNDERSTAND, AND AGREE TO, THE TERMS OF THIS CONTRACT, WHICH ALSO INLCLUDES THE TERMS AND CONDITIONS IN THE SECTIONS ABOVE THIS APPROVAL PAGE (INCLUDING WITHOUT LIMITATION THE PROVISIONS FOR RELEASE OF LIABILITY, DAMAGES DISCLAIMER, AND DISPUTE RESOLUTION) THE SAME AS IF SIGNED WITH MY SIGNATURE.