TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement (“Agreement”) is entered into by and between Blackhawk MSP LLC, a California corporation with its principal place of business at 2824 Bollinger Canyon Road, San Ramon, CA, (“IT Company”) and the client identified in the work order or proposal, you the client.

1. IT Services. The IT Company agrees to provide the IT services described in the work order or proposal, including but not limited to network installation and maintenance, data backup and recovery, cybersecurity, software support, and help desk support (collectively, “Services”).
2. Payment. Client shall pay the IT Company for the Services at the rates set forth in the work order or proposal. The IT Company shall invoice Client for Services rendered, and payment shall be due within thirty (5) days of the invoice date. Late payments shall accrue interest at a rate of 15% per month or the highest rate allowed by law.
3. Term and Termination. This Agreement shall commence on the date set forth in the work order or proposal and shall continue until terminated by either party upon thirty (30) days’ written notice to the other party. Either party may terminate this Agreement immediately if the other party breaches any material term or condition of this Agreement.
4. Confidentiality. The IT Company agrees to maintain the confidentiality of all proprietary or confidential information disclosed by the Client, and to use such information only for the purposes of performing the Services. The IT Company shall implement reasonable security measures to protect such information from unauthorized access or disclosure.
5. Warranty and Disclaimer. The IT Company warrants that the Services shall be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE IT COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6. Limitation of Liability. THE IT COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE IT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action arising out of or in connection with this Agreement shall be brought in the courts located in Contra Costa, California.
8. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, understandings, and agreements, whether written or oral.
9. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that the IT Company may assign this Agreement to an affiliated entity or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
10. Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when received by the other party at the address set forth below:

Blackhawk MSP LLC, 2824 Bollinger Canyon Road, San Ramon, Ca 94583

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

You the Customer, Blackhawk MSP LLC, The IT Company