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Service Block

Technical Services – Service Block


1. COST OF SERVICE: CLIENTS PAY A FIXED BLOCK FEE. THIS FEE ENTITLES ALL DESIGNATED INDIVIDUALS WITHIN YOUR ORGANIZATION TO USE GEAR 3’S TECHNICAL CONSULTING AND RESEARCH SERVICE AS OFTEN AS NEEDED, FOR THE REMAINDER OF THE BLOCK TIME, SUBJECT TO THE CONDITIONS IN THIS FACT SHEET. AS YOU USE THIS SERVICE, EACH CONSULTATION IS ASSIGNED A VALUE BASED ON THE CONSULTING AND RESEARCH PROCESS TIME REQUIRED, AS WELL AS THE STAFF AND RESOURCES USED. THE MINIMUM TIME MEASURE IS 15 MINUTES. THE AGGREGATE VALUE OF ALL THE CONSULTATIONS AND SERVICES HANDLED FOR YOU EACH MONTH IS YOUR “USAGE” OF THE SERVICE.

2. TERMS OF PAYMENT: THE BLOCK FEE IS PAYABLE IN ADVANCE.

3. TERMINATION OF AGREEMENT: THE BLOCK PROGRAM MAY BE CANCELED WITHOUT PENALTY AFTER THE EXPIRATION OF ACTIVE SERVICE BLOCK. THE BLOCK AGREEMENT REMAINS IN EFFECT UNTIL CANCELED OR BLOCK EXPIRES. UNLESS OTHERWISE MUTUALLY AGREED IN WRITING, ALL BLOCK HOURS EXPIRE 12 MONTHS FROM EITHER ORIGINAL AGREEMENT DATE OR LAST RENEWED AGREEMENT START DATE.

4. OUT-OF-POCKET EXPENSES: TELEPHONE, PHOTOCOPY, FAX, MESSENGER AND DOMESTIC COURIER EXPENSE ARE GENERALLY INCLUDED IN THE COST OF CONSULTATIONS AND THEREFORE COVERED WITHIN THE BLOCK FEE. THESE EXPENSES ARE CALCULATED INTO THE AVERAGE USAGE CALCULATIONS DESCRIBED ABOVE. ANY OTHER OUT-OF-POCKET EXPENSES OR SPECIAL CHARGES INCURRED IN CONNECTION WITH PROVIDING SERVICES TO YOU, SUCH AS SOFTWARE, HARDWARE, GRAPHICS, THIRD-PARTY SERVICES, OR OTHER PURCHASES MADE SPECIFICALLY FOR YOU, WILL BE INVOICED SEPARATELY .

5. THIRD-PARTY SERVICES: FROM TIME TO TIME, GEAR 3 MAY SUPPLY YOU WITH INFORMATION OR SERVICES OBTAINED FROM CERTAIN THIRD PARTY SERVICES. USE OF INFORMATION OBTAINED FROM THIRD PARTY SERVICES MAY BE GOVERNED BY TERMS AND CONDITION WHICH ARE DIFFERENT THAN THOSE SET FORTH HEREIN. BY EXECUTING THIS AGREEMENT AND BY USING INFORMATION OR SERVICES OBTAINED FROM SUCH THIRD PARTY SERVICES, YOU AGREE TO, AND SHALL BE OBLIGATED TO COMPLY WITH, ALL SUCH ADDITIONAL TERMS AS WELL AS THE TERMS AND CONDITIONS HEREOF.

6. BILLING: ALL INVOICES ARE NET AND PAYABLE WITHIN 15 DAYS. CLIENTS WILL NOT BE SERVICED IF UNPAID, PAST DUE INVOICES ARE OPEN ON ACCOUNTS.

7. SALES TAX: SALES TAX IS CHARGED WHERE APPROPRIATE.

8. SPECIAL PROVISIONS: GEAR 3 MAKES EVERY EFFORT TO CHECK ON THE ACCURACY OF THE INFORMATION GATHERED AND WILL INDICATE THE SOURCES USED. HOWEVER, GEAR 3 MAKES NO WARRANTY AS TO THE ACCURACY OF THE INFORMATION GATHERED AND DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND LIABILITY FOR ERRORS IN INFORMATION, FACTS, STATISTICS, OPINIONS, AND DATA PROVIDED TO YOU, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS PART OF THE SERVICES RENDERED UNDER THIS AGREEMENT. IN NO EVENT SHALL GEAR 3 AND/OR CONSULTANTS BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY CLAIMS FOR LOST PROFITS OR LOST SAVINGS, EVEN IF GEAR 3 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GEAR 3 SHALL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY THIRD PARTY INVOLVING THE GOODS DELIVERED OR ANY SERVICES PERFORMED UNDER THIS BLOCK LETTER. AS PART OF THE BLOCK PROGRAM GEAR 3 AGREES TO ACT AS YOUR AGENT FOR THE PROCUREMENT OF SUCH INFORMATION AND MATERIALS THAT YOU MAY REQUIRE. GEAR 3 WILL MAKE EVERY EFFORT TO PROTECT THE CONFIDENTIALITY OF ALL CLIENTS’ QUESTIONS AND ANSWERS. ALL WORK PERFORMED BY GEAR 3 IS FOR, AND ON BEHALF OF, ITS CLIENTS. ALL RESEARCH RESULTS, DATA, INFORMATION, SOFTWARE AND OTHER MATERIALS PROVIDED TO A CLIENT ARE FOR THE SOLE EXCLUSIVE USE OF THAT CLIENT AND MAY NOT BE REPRODUCED, DISTRIBUTED OR RESOLD TO THIRD PARTIES WITHOUT EXPRESS WRITTEN PERMISSION FROM GEAR 3. BECAUSE OUR SUPPLIERS CAN SUDDENLY RAISE PRICES, GEAR 3 MUST RESERVE THE RIGHT TO RAISE RATES CHARGED FOR OUT-OF-POCKET EXPENSES, AND TO RAISE THE HOURLY RATE APPLIED TO TIME CHARGES, WITHOUT NOTICE. (GEAR 3 WILL NOT RAISE THE BLOCK FEE WITHOUT NOTICE TO CUSTOMERS.) GEAR 3 WILL PERFORM TECHNICAL ASSISTANCE IN A PROFESSIONAL MANNER. GEAR 3 WILL USE GOOD FAITH EFFORTS TO REMEDY EACH CLAIMED NONCONFORMITY FOR WHICH IT RECEIVES WRITTEN NOTICE PRIOR TO ACCEPTANCE, AS LONG AS GEAR 3 CAN REPRODUCE IT. IF GEAR 3 IS UNABLE OR IS UNWILLING, DESPITE REASONABLY DILIGENT EFFORTS, TO CORRECT ANY SUBSTANTIAL REPRODUCIBLE NONCONFORMITY SPECIFIED OR TO SUPPLY A WORKAROUND THAT ENABLES YOU TO USE GEAR 3’S WORK DESPITE THE NONCONFORMITY, THEN YOU SHALL RETURN ALL MATERIALS AND ALL COPIES IN EXCHANGE FOR ANY APPLICABLE REFUND OF THE ASSOCIATED SERVICE FEES MINUS GEAR 3’S DOCUMENTED EXPENSES. THE ENGAGEMENT WILL THEN BE ENDED.

9. HOW TO START YOUR BLOCK PROGRAM: YOU MAY START AT ANY TIME BY FILLING IN THE BLOCK AGREEMENT. BE SURE TO INCLUDE THE NAME OF THE PERSON TO RECEIVE INVOICES AND THE PERSON WHO WILL BE THE PRINCIPAL LIAISON WITH GEAR 3 ON ADMINISTRATIVE MATTERS. THIS IS NOT AN INVOICE, DO NOT SEND PAYMENT; AN INVOICE WILL BE SENT AFTER RECEIPT OF SIGNED BLOCK AGREEMENT. THIS BLOCK AGREEMENT IS EFFECTIVE UPON RECEIPT OF PAYMENT.