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TERMS OF SERVICE

This document was last modified on December 1, 2006.

THE HIWIRED SERVICE (THE "SERVICE") IS OWNED AND OPERATED BY HIWIRED, INC. ("HIWIRED”), A DELAWARE CORPORATION, AND IS PROVIDED TO YOU ("YOU") UNDER THE TERMS AND CONDITIONS OF THESE HIWIRED TERMS OF SERVICE ( THIS "AGREEMENT"), WHICH INCLUDES HIWIRED’S PRIVACY POLICY AND REGISTRATION FORM, AVAILABLE THROUGH THE HYPERLINKS SET FORTH BELOW AND INCORPORATED HEREIN BY REFERENCE. BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CHECKING THE "AGREEMENT" CHECKBOX, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE SERVICE. YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AT LEAST 18 YEARS OF AGE AND AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (II) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 9 AND 10 BELOW. IF YOU DO NOT AGREE, DO NOT CONTINUE WITH THE ACCEPTANCE PROCESS.

1. GENERAL

You are deemed to have accepted this Agreement upon the earlier of: (a) your submission of an online or telephone order for the Services; (b) your electronic acceptance of this Agreement during registration or in the course of initiating a support session whether online or by telephone; (c) your use of the Service; or (d) your retention of the Software we make available to you. This Agreement is made up of these terms, our End User License Agreement, available at http://www.hiwired.com/documents/eula.aspx, and our Privacy Policy available at http://www.hiwired.com/documents/privacy.aspx or as otherwise specified on the HiWired website (http://www.hiwired.com) (the "Website"), all of which are incorporated herein by reference. If you subscribe to our Managed Services, separate terms and conditions govern that service offering.

2. DEFINITION OF SERVICE

For purposes of this Agreement, the term "Service" shall mean the HiWired service, including all Software, technical support, email and other features, products and services provided by HiWired (or third party vendors) under the service option that you have selected. The Service may be referred to herein as: "Remote Support Service," or "Remote Personal Technology Support." The "Software" shall mean the PC Check & Connect Client and other third party diagnostic tools that may be downloaded and used in the provision of the Service.

3. AUTHORIZED USER, USE, AND RESPONSIBILITIES

3.1 You represent and warrant that the information you supply to us is correct and complete. You understand that HiWired relies on the information you supply and that providing false or incorrect information may result in Service withholding or delays or the suspension or termination of your customer account. You shall indemnify and defend HiWired for any harm or damages that result from any provision by you of false or incorrect information. You shall promptly notify HiWired whenever your personal or billing information changes (including for example, your name, address, telephone number, and credit card number and expiration date).

3.2 You shall be responsible for the Services and Software provided through your account, including any secondary accounts or sub-accounts registered to your primary account. You understand this means that you accept full liability and responsibility for the actions of anyone who uses Service or Software via your account, or any secondary accounts, with or without your permission. You shall indemnify and defend HiWired for any harm or damages that result based on use of the Service or Software via your account, or any secondary accounts.

3.3 If you select a service plan that includes a pre-determined allocation of Services (for example, pre-purchasing a “Help Sessions 4-Pack” for Remote Personal Technology Support), your unused allotment of Services shall remain in your customer account until such account is closed.

3.4 You shall not resell the Service, use it for high volume purposes, or engage in similar activities that constitute such (commercial or non-commercial), or use it as a virtual support center, as determined solely by HiWired.

3.5 You shall not cause HiWired or any of its authorized service representatives to participate in, or contribute towards, any activity that is illegal under any applicable federal, state or local law, rule or regulation, and you shall indemnify and defend HiWired from and against any harm or damages caused by any illegal activity in which you may engage.

4. PRIVACY POLICY

HiWired shall treat your personal information in accordance with its current Privacy Policy, as amended from time to time in the sole discretion of HiWired.

5. AVAILABILITY OF SERVICE

5.1 The Service and Software you select may not be available at all times, and may not be available in the format generally marketed, and some personal computers may not be available to receive the Service even if initial testing showed that your connection was qualified. For Remote Personal Technology Support, we shall qualify your line for the maximum line rate available to your location based on our standard line qualification procedures.

5.2 HiWired, its suppliers and licensors may, at any time, without notice or liability to you, restrict in whole or in part the use of the Service or the Software or limit availability in order to perform maintenance activities and to maintain session control or for any other purpose.

6. SOFTWARE LICENSES AND THIRD PARTY SERVICES

6.1 In connection with the Service, we may provide to you, via download, CD, other media, or other delivery methods, certain software which is owned by HiWired or its third party licensors, providers and suppliers (collectively, “Third Party Licensors”), and which may be provided to you for free or for a fee, including client and/or network security software. We reserve the right to update or change the Software from time to time and, if you wish to continue receiving the Service, you shall cooperate in performing such steps as may be necessary to install any updates or upgrades to the Software. You shall use the Software only as part of or for use with the Service and for no other purpose.

6.2 The Software may be accompanied by one or more end user license agreements from HiWired or its Third Party Licensors. Your use of the Software is governed by the terms of each applicable end user license agreement and by this Agreement, where applicable. You shall not install or use any Software that is accompanied by or includes an end user license agreement unless you first agree to the terms and conditions of such end user license agreement by clicking on the checkbox presented to you.

6.3 You shall not make any copies of the Software. You agree that the Software is the confidential information of HiWired or its Third Party Licensors which you shall not disclose or provide to others or use except as expressly permitted herein or by the applicable end user license agreement(s). The Software contains copyrighted material, trade secrets, patents, and proprietary information owned by HiWired or its Third Party Licensors. You shall not de-compile, reverse engineer, disassemble, attempt to discover any source code or underlying ideas or algorithms of the Software, or otherwise reduce the 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 Software to any third party. You shall 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. You are not granted any title or rights of ownership in the Software. You acknowledge that this license is not a sale of intellectual property and that HiWired or its Third Party Licensors continue to own all right, title and interest, including but not limited to, all copyright, patent, trademark, trade secret, and moral rights, in and to the Software and related documentation, as well as any corrections, updates and upgrades. You shall only use the Software in the United States and any export of the Software by you or at your direction is strictly prohibited.

6.4 Your license to use the Software shall remain in full force and effect unless and until terminated by HiWired, its Third Party Licensors, or until your customer account is terminated. Upon termination of your customer account for any reason, you must cease all use of the Software and immediately delete the Software from your computer.

6.5 If you subscribe to or otherwise use any third party services offered by or through HiWired, your use of any such services is subject to such Third Party Licensors’ terms of service. You shall comply with all Third Party Licensors’ terms of service and acknowledge and agree that such Third Party Licensor is solely responsible for delivery of its service(s) and Software to you and your access to and use of such services and Software. Third Party Licensor services include, but are not limited to, technical support, portal, training, and storage services that HiWired may elect to make available from time to time. Violation of such Third Party Licensor’s terms of service may, in HiWired's sole discretion, result in the termination of your customer account and use of Service and Software.

7. TERM AND TERMINATION

7.1 Effective Date and Term. This Agreement goes into effect upon your acceptance of this Agreement as set forth in Paragraph 1 and shall continue until terminated by either party as permitted by this Agreement. Billing for your Remote Support Service shall apply on an 'as used' basis.

7.2 Termination of Service.

7.2.1 Pay-as-you-go or Subscription Service. If you are a pay-as-you-go or subscription service customer, either you or HiWired may terminate this Agreement without cause by giving notice to the other party. Termination by you shall be effective upon your notice to HiWired. Activation or set-up fees paid at the initiation of your service, if any, shall not be refundable. Termination by HiWired shall be effective thirty (30) days after the date of notice to you, except as otherwise provided in this Agreement. In the event of termination by HiWired, for any reason, you shall be required to pay the remaining balance of the charges applicable to your Service through the effective date of termination. You acknowledge that any Software that you may install as part of the Service may cease to operate, update or function properly after termination of any subscription.

7.2.2 Termination and/or Suspension by HiWired. If, in the sole discretion of HiWired: (a) you are in breach of any of the terms of this Agreement or any Third Party Licensor agreement (including but not limited to, all HiWired and its Third Party Licensors’ policies regarding abuse and acceptable use of the Service and the Software and all end user license agreements); (b) your use of the Service or the Software is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Service or the Software, HiWired's network or a Third Party Licensors’ network, or the use and enjoyment of other users; (c) HiWired receives an order from a court to terminate your Service; (d) HiWired for any reason ceases to offer the Service or the Software; or (e) you are no longer a HiWired customer, then HiWired at its sole election may terminate or suspend your Service immediately without notice.

7.2.3 Terminated Account. HiWired, in its sole discretion, shall have the right refuse to accept your request for Service, renewal or re-subscription following a termination or suspension of your use of the Service at any time.

8. PRICING AND PAYMENT

8.1 Pricing and Fees. HiWired fees and charges for the Service(s) you select are supplied to you during the ordering process and are available on the HiWired Website unless otherwise provided for in this Agreement. You agree to pay the charges applicable to your selected Service plan, as well as any applicable taxes and other charges, including but not limited to activation fees, minimum service fees, no-show fees, fail to cancel fees, termination fees, other nonrecurring charges and set-up fees. You also agree to pay any additional charges or fees applied to your billing account for any reason, including but not limited to, interest, and charges due to insufficient credit or insufficient funds. Set up fees, activation fees, installation fees and other non-recurring fees, if applicable, shall be included in your first bill. Monthly recurring charges (subscription plans) shall be billed one month in advance; usage charges, if applicable, shall be billed in arrears, and pre-purchase plans shall be billed in advance, if applicable. HiWired or its agent shall bill you directly, or charge your credit card, as you request and as approved by HiWired. HiWired does not accept debit cards for payment of any charges or fees.

8.2 Discontinuation of Service for Nonpayment. Service to you may be denied or discontinued without notice at any time if your credit card provider denies or discontinues providing credit to you for any reason, or you fail to make payment when due or provide us with a new credit card expiration date before the existing one expires or you fail to provide us with a new credit card expiration date when the existing one expires.

8.3 Late Fees. If any portion of your bill is not paid by the due date, HiWired shall have the right to charge you a late fee on unpaid balances and may also terminate or suspend your Service without notice. The late fee shall be the lesser of one and one-half percent (1.5 %) per month, or the highest rate permitted by law. In the event HiWired utilizes a collection agency or resorts to legal action to recover monies due, you shall reimburse HiWired for all expenses incurred to recover such monies, including attorneys' fees.

8.4 Local telephone, Toll and Long Distance Charges. Whether you are accessing the Service from your home or away from your home, you are responsible for all telephone charges.

8.5 You have the option to change your Service(s) at any time by notifying us, provided that you qualify for and comply with all requirements of that Service.

8.7 Service Without Resolution. HiWired shall use commercially reasonable efforts to troubleshoot, analyze, assess, correct or otherwise fix your computer, network or personal technology problem. If HiWired is unable to resolve your technology problem, you shall remain liable for all Service charges.

8.8 Unable to Create Online Connection. HiWired will not charge you if HiWired cannot connect with your computer in an attempt to provide remote computer support service.

8.9 All HiWired subscription services require a minimum commitment as indicated on the HiWired Website under Pricing. Once the minimum commitment is met, HiWired subscription services shall automatically renew on a monthly basis until HiWired is notified, via phone or email, of subscriber’s request to cancel service. Help sessions do not accrue. Each HiWired subscription shall be used by you only on one personal computer and such each subscription shall not be transferred by you to any other personal computer or party.

8.10 HiWired support sessions may have a time limit as indicated in the product description and/or on the receipt. Support beyond this time limit may incur additional charges or fees if you choose to continue.

9. LIMITATIONS ON USE OF THE SERVICE

9.1 You agree that your use of the Service, Software and the Internet, without limitation, is your sole responsibility, is solely at your own risk, and is subject to all applicable local, state, national and international laws and regulations.

9.2 You agree that the Internet is not owned, operated or managed by, or in any way affiliated with HiWired and HiWired is not responsible and has no control over the information or materials accessible via the Internet through use of the Service or the Software. You further agree that HiWired does not own or control all of the various facilities and communications lines through which service may be provided, nor does HiWired guarantee access to or through websites, servers or other facilities on the Internet, whether or not such facilities are owned or controlled by HiWired or its Third Party Licensors.

9.3 You agree that HiWired cannot and does not guarantee or warrant that data and Software available for downloading through the Service shall be free of defects, infection or viruses, worms, Trojan horses or other code that manifest contaminating, malicious or destructive properties. You are responsible for implementing adequate procedures to satisfy your particular requirements for accuracy of data input and output and for maintaining a means external to the Service for the reconstruction of any lost data.

9.4 You agree that the Internet is not a secure network and that third parties may be able to intercept, access, use, or corrupt the information you transmit or receive over the Internet. HiWired is not liable for invalid destinations, transmission errors, or corruption or security of your data.

9.5 You are not authorized to use any HiWired name or mark as a hypertext link to any HiWired website or in any advertising, publicity or in any other commercial manner without the prior written consent of HiWired. You understand that your ability to link to a Web site through the Service does not, in any way, represent or imply HiWired's approval of, or its determination of the quality of that product or service, and that links are provided for your convenience only. The links provided through the Service are maintained by their respective organizations, which are solely responsible for their content.

10. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

10.1 IN NO EVENT SHALL HIWIRED, ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, SUBSIDIARIES, ATTORNEYS OR AFFILIATES, OR ITS THIRD PARTY LICENSORS BE LIABLE FOR: (A) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OF REVENUE OR DAMAGE TO DATA ARISING OUT OF THE USE, PARTIAL USE OR INABILITY TO USE THE SERVICE , THE SOFTWARE OR YOUR DATA, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF HIWIRED OR ITS THIRD PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, OR (B) ANY CLAIMS AGAINST YOU BY ANY THIRD PARTY. THE MAXIMUM CUMULATIVE LIABILITY OF HIWIRED TO YOU UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNTS PAID BY YOU DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING ANY CLAIM. YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE SERVICES PROVIDED HEREUNDER.

10.2 THE REMEDIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, OUR EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

10.3 HIWIRED RESERVES THE RIGHT TO PURSUE ANY AND ALL LEGAL AND EQUITABLE CLAIMS AGAINST YOU PERTAINING TO YOUR USE OR MISUSE OF THE SERVICE OR THE SOFTWARE OR FOR YOUR BREACH OF THE AGREEMENT, INCLUDING ANY POLICIES OR END USER LICENSE AGREEMENTS RELATING TO THE SERVICE OR THE SOFTWARE.

10.4 Notwithstanding any language to the contrary in this Agreement, the Services and the Software, is provided to you "AS IS" and "AS AVAILABLE" and without any warranty from HiWired of any kind. HIWIRED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT, STATUTORY OR BY OPERATION OF LAW) WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, SUITABILITY ACCURACY, SECURITY, NON-INTERFERENCE, COMPATIBILITY OF COMPUTER SYSTEMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NO ADVICE, SUPPORT OR INFORMATION DELIVERED BY HIWIRED OR ITS REPRESENTATIVES TO YOU SHALL CREATE ANY WARRANTY.

10.5 HIWIRED DOES NOT WARRANT THAT THE SERVICE OR THE SOFTWARE PROVIDED BY HIWIRED HEREUNDER SHALL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR SHALL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES, WORMS, OR THE LIKE. HIWIRED SHALL NOT BE LIABLE FOR LOSS OF YOUR DATA, OR IF CHANGES IN OPERATION, PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF YOUR EQUIPMENT, RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE. HIWIRED MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED USING THE SERVICE, THE SOFTWARE OR THE INTERNET. HIWIRED MAKES NO WARRANTY REGARDING THE CONTENT AND INFORMATION ACCESSED BY USING THE SERVICE OR ANY LINKS DISPLAYED. YOU EXPRESSLY ASSUME ALL RISK AND RESPONSIBILITY FOR USE OF THE SERVICE , THE SOFTWARE AND THE INTERNET GENERALLY. DO NOT USE THE SERVICE OR THE SOFTWARE IN ANY HIGH RISK ACTIVITIES WHERE DAMAGE OR INJURY TO PERSON, PROPERTY, ENVIRONMENT, OR BUSINESS MAY RESULT IF AN ERROR OCCURS.

11. INDEMNIFICATION

You shall defend, indemnify and hold harmless HiWired from and against all liabilities, damages, costs and expenses, including reasonable attorney's fees, relating to or arising from: (1) your breach of this Agreement; (2) your breach of any agreement with a Third Party Licensor; (3) HiWired’s access to or use of the Software on your behalf; (4) your use of the Services or the Software; (v) violation of applicable laws or regulations; (5) your use of the Service or the Internet or the placement or transmission of any message, information, software or other materials on the Internet; (6) your negligent acts, errors, or omissions; (7) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement the Service, Software or the Internet; or (8) claims for infringement of any intellectual property rights arising from the use of the Services, Software, or the Internet.

12. NOTICES

12.1 Notices required under this Agreement by you shall be provided to the Customer Service Department reachable via email at info@hiwired.com or fax at 1-917-591-5383. Notices by HiWired to you shall be deemed given: (a) when sent to your registered email address, or (b) when deposited in the United States mail addressed to you at last-known address or (c) when hand delivered to your home, as applicable.

12.2 With regard to electronic communications, you and HiWired further agree that: (a) the User ID and/or alias of a sender, contained in an electronic communication (“email”), is legally sufficient to verify the sender's identity and the authenticity of the communication; (b) an email sent containing your User ID and/or alias establishes you as its originator and has the same effect as a document with your written signature on it; and (c) an email or any computer printout of it, is a valid proof of the validity of the original content of the electronic communication.

13. GENERAL PROVISIONS

13.1 The parties agree that their respective rights, obligations and duties which by their nature extend beyond the termination of this Agreement shall survive any termination and shall remain in effect for a period of one (1) year thereafter or the period specified in this Agreement, if longer.

13.2 HiWired shall not be liable for delays, damages or failures in performance due to causes beyond its reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes or other labor-related disputes, of other things we do not control, or an inability to obtain necessary equipment or services.

13.3 You shall not assign or otherwise transfer this Agreement in whole or in part, including the Software or your rights or obligations under it. Any attempt to do so shall be null and void. We may assign all or any part of this Agreement without notice and you agree to make all subsequent payments as directed.

13.4 You and HiWired agree that the substantive laws of the Commonwealth of Massachusetts, without reference to its principles of conflicts of laws, shall be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement. YOU AND HIWIRED CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN A COURT LOCATED IN SUFFOLK COUNTY, MASSACHUSETTS FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SERVICE. Except as otherwise required by law, including Massachusetts laws relating to consumer transactions, any cause of action or claim you may have with respect to the Service or Software must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. The parties expressly agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.5 HiWired's failure at any time to insist upon strict compliance with any of the provisions of this Agreement in any instance shall not be construed to be a waiver of such terms in the future. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties.

13.6 This Agreement and all other policies posted on the Website, which are fully incorporated into this Agreement by reference, constitute the entire agreement between you and HiWired with respect to the subject matter hereto and supersedes any and all prior or contemporaneous agreements whether written or oral. Any changes by you to this Agreement, or any additional or different terms in your purchase orders, acknowledgements or other documents, written or electronic, are void.

13.7 Satisfaction Statement. If you are not completely satisfied with any subscription setup or single incident session, HiWired will, upon your written request, provide you with two help sessions or a refund of the money you have paid to HiWired so long as HiWired receives such written request within seven (7) calendar days ("Notice Period") of such subscription setup or single incident session. If you do not notify us within such Notice Period, HiWired may provide you with a pro-rated refund if you have subscribed and paid for the Services for a term of not less than four (4) months and you paid HiWired: (i) on a monthly basis and you cancel your subscription upon thirty (30) days prior written notice to HiWired; or (ii) up front for a one (1) year subscription term and you cancel your subscription upon thirty (30) days prior written notice to HiWired.