This agreement governs the use of the Gsolutionz Professional Services, Hardware and Premise Based Installations.

This (“Agreement”) is made between Gsolutionz, a California corporation, with its principal place of business at 1094 E Main Street, Suite A Ventura, CA 93001 (“Gsolutionz “), and Client – (referred to as the “Client”) with its principal place of business at (See Subscription Agreement). Gsolutionz and Client are collectively referred to as the “Parties.  Gsolutionz may update, amend, modify or supplement this agreement from time to time.  A current copy of this agreement (Gsolutionz Terms and Conditions GPS, Hardware and Premise) is located at https://Gsolutionz.com/terms

GPS AGREEMENT NUMBER: (See Subscription Agreement)                                 AMOUNT:(See Subscription Agreement / Invoice)

DATE EFFECTIVE:                    (See Subscription Agreement)                               TERM: (See Subscription Agreement)

Recitals

A.          Client is the owner or lessee of certain Technology, as defined in section 2.2.

B.          Client now desires to purchase Gsolutionz Professional Services (“GPS”) for such Technology and Gsolutionz agrees to supply GPS to the Client on the terms and conditions set forth below and in the Service Agreement.

C.          Client is purchasing or leasing new Technology (premise-based systems).

The parties agree as follows:

1.        PURCHASE OF GSOLUTIONZ PROFESSIONAL SERVICES (GPS), HARDWARE OR SOFTWARE

1.1.      Client agrees to purchase and Gsolutionz agrees to furnish GPS at the installation site and on the Technology itemized invoice for GPS regularly rendered to Client by Gsolutionz and hereinafter called “Technology “.

1.2.      Client agrees to purchase and Gsolutionz agrees to furnish the Avaya mandated IPOSS maintenance contracts for all required equipment. Gsolutionz agrees to manage the contract.  The contract will be renewed annually as specified in Section 17.2.

1.3.      Gsolutionz shall furnish all the necessary hardware, labor, and other items for installation of the Technology in accordance with Gsolutionz’s Scope of Work document (“Scope of Work”). Scope of Work will be delivered after engineering and customer approval.

2.        TERMS DEFINED

For the purposes of this Agreement, the following terms shall have the meanings set forth herein, unless the context clearly indicates otherwise.

2.1.      Technology: The hardware, software, services and other items listed in this Agreement being purchased by Client from Gsolutionz.

2.1.1.    Covered Technology: Technology to include but not be limited to software, phones, PBX equipment, servers, switches, and firewalls listed in the GPS Service Agreement.

2.1.2.    Non-covered Technology: Technology provided by the Client or third-party vendors not listed in the GPS Service Agreement, including but not limited to customer provided software, end-user mobile devices and PCs, servers, switches, and firewalls.

2.2.      Terms and Conditions: Current terms and conditions for Gsolutionz’s Installations, Maintenance and Support contracts and or agreements including terms under which warranty service and or obligations of Gsolutionz are provided.

2.3.      Hourly Rates: Gsolutionz’s current hourly rates/charges for Professional Services depending on service level which are available upon request.

2.4.      Core Support Subscription: Those support services listed in Section 4.2.

2.5.      Premium Support Subscription: Those support services listed in Section 4.3.

2.6.      Coverage Period: Effective date of the GPS Service Agreement to the end date of agreement.

2.7.      Holidays: New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day (including the Friday after), and Christmas Day, or any other Gsolutionz observed holiday.

2.8.      Subscription Charge: The Subscription Charge computed on a yearly basis for repair, preventive maintenance, and other professional services provided under this Agreement, including enhancements selected by Client, but excluding rush order fees and services not covered by this Agreement.

2.9.      Support Request: A request for support by Client notifying Gsolutionz either by telephone or email

2.10.   Emergency Support Request: An Emergency request is defined as any ONE or more of the following:

2.10.1. A total system outage – system is ‘dark,’ ‘down’ no incoming outgoing or intercom calls can be made.

2.10.2. A partial system outage whereby there is NO incoming OR outgoing service to the system, however internal, intercom and voice mail (if applicable are still functioning).

2.10.3. A condition whereby ALL CALLERS trying to dial the Client’s MAIN TELEPHONE NUMBER are unable to ring through.

2.10.4. A failure with a VOICE MAIL system ONLY in the following cases:

2.10.4.1. The voice mail system is used to answer the Client’s MAIN TELEPHONE number (not individual DID numbers) is not answering AND the system cannot be switched into night or bypass mode.

2.10.4.2. The voice mail system is used to “front-end” a call center system and the voicemail system is not answering.

2.10.5. A call center system that has failed to the point where 25% of inbound call attempts fail and or 20% or more of the agents cannot log on to the system.

2.10.6. The failure of an ISDN PRI, T1 circuit or other similar high-capacity trunking circuit.

2.11.   Service Affecting Support Request: Any failure of the Technology (As determined by Gsolutionz) less serious than an Emergency Request, but which affects Client's normal business operations.

2.12.   Non-Service Affecting Support Request: A request which does not materially affect Client's normal business operations, such as non-essential program changes, replacement of cords, cosmetic repairs and replacements.

3.        TECHNOLOGY PURCHASE AND TERMS

3.1.      Gsolutionz and Client agree that title to the Technology shall at all times prior to full and complete payment of all sums due under this Agreement remain with Gsolutionz. In the event of Client’s failure to pay as specified in Section 18.1, Gsolutionz is hereby given the right to retake the Technology without notice.

3.2.      Client has the option to shall exercise its option to purchase or lease the Technology.

3.2.1.    Purchase: Client shall purchase the Technology from Gsolutionz and shall pay to Gsolutionz for the Technology the purchase price stated on the face of this Agreement (The “Purchase Price”). The Purchase Price does not include any sales, use, excise property, or other taxes applicable to the use, delivery, or installation of the Technology or applicable to this Agreement. Such amounts shall be added to the Purchase Price when the invoice(s) for payment(s) of the Technology is presented to the Client.

3.2.2.    Lease Option: Client shall enter into a binding agreement with a leasing company or other financial institutions (“Lessor”) satisfactory to Gsolutionz providing for a lease of the Technology by Client from Lessor. Gsolutionz will cooperate with Client in arranging for such lease.

3.3.      Software License: If the Technology provided by Gsolutionz contains software, or if any software is provided hereafter, Client agrees that the software is “licensed” and can be used only with the Technology described in this Agreement. Client agrees to comply with license restrictions set forth by software’s manufacturer(s) which are available upon request. Except in rare cases, software licensing may not be returned, and is not eligible for refund.  In the rare case that software may be returned, Client shall pay a restocking fee of 50% of the purchase price.

4.        GPS PROFESSIONAL SERVICES (GPS) SUBSCRIPTION PLANS:

Based upon subscription plan selected (Core or Premium) the following terms shall apply:

4.1.      Core Support Subscription: Unless excluded under Section 8 below, Gsolutionz shall provide support services for the Technology as follows:

4.1.1.    Remote Support: Provide remote support during the Support Hours (8:00 a.m. and 5:00 p.m., Pacific Time, Monday through Friday, excluding holidays) including furnishing replacement parts and labor necessary to maintain the Technology per the product and service specifications (NOTE: Although many servers are covered under GPS Core, servers not supplied by Gsolutionz must be approved by Gsolutionz.)

4.1.2.    On-Site Support: On-site support shall be provided at the election of Gsolutionz to perform any support services related to the diagnosis, and or exchange / replacement of defective hardware components.

4.1.3.    Access to Software Patches and Updates: Gsolutionz shall apply any needed software updates and or patches required to maintain or correct the Technology in accordance with the specifications. Installation of all such updates and or patches shall be performed only during the Support Hours. If firmware and/or software updates are, at the request of the Client, installed outside of the Support Hours Client will be charged at the standard Hourly Rates.

4.1.3.1.    Customer requested software upgrades to new releases will be performed during Support Hours for customers who have the a la carte software upgrade item and an active IPOSS contract.

4.1.3.2.    Customers who do not have the a la carte software upgrade coverage may use block hours for payment or be invoiced at the standard hourly rate. In all cases, an active IPOSS contract is required.

4.1.3.3.    Customers who do not have active an active IPOSS contract must purchase it prior to the upgrade.

4.1.4.    Return Merchandise Authorization (RMA): Equipment shall be shipped to Client on an exchange basis and shall be new, refurbished, or re-manufactured to be functionally equivalent to new. Replacement parts or equipment shall become the property of the Client. Client shall return replaced parts or equipment to Gsolutionz which become the property of Gsolutionz unless directed otherwise. If the defective item(s) (including all cords accessories etc.) is/are not returned within 15 days Gsolutionz shall invoice Client at the current list price.

4.2.      Premium Support Subscription: Unless excluded under Section 8 below, Gsolutionz shall provide support services for the Technology as follows:

4.2.1.    Core Services: All the services offered with the Core Support Subscription plus:

4.2.2.    On-Site Service: Gsolutionz shall, if necessary, dispatch a technician to Client's premises to perform necessary repairs.

4.2.3.    Unlimited Remote Programming Changes: Gsolutionz will perform any programming changes in the covered Technology.

4.2.4.    Annual Software Update: Gsolutionz will remotely update software on all of Client’s covered Technology to the most current release supported by Client’s hardware. If Client’s hardware is needed to support the most recent software release, then Client, at its option and expense, can elect to upgrade the affected hardware.

4.2.5.    Data Network Troubleshooting: In the event of a Technology failure, Gsolutionz will diagnose the root cause of the failure at standard Hourly Rates. Once a diagnosis has been made, Gsolutionz will determine whether the Technology failure is covered by the terms of this agreement.

4.2.5.1.    If the Technology failure is covered by this agreement (i.e., covered Technology as defined in Section 2.1.1 and listed in the GPS Service Agreement), Gsolutionz will correct the problem as specified in the applicable GPS Service Agreement.

4.2.5.2.    If the Technology failure is not covered by this agreement (i.e., non-covered Technology as specified in Section 2.1.2), Gsolutionz's responsibility to the Client under this section shall end. Gsolutionz may, at its option, agree to correct problem(s) in the non-covered Technology if requested to do so by Client. Gsolutionz will invoice Client for such work at the standard Hourly Rates.

4.2.6.    Annual Communications Strategic Discussion: Annually, at a date mutually agreed upon by the Parties, Gsolutionz will audit SLA performance, any trends in support requests, ensure that Client’s IP Office is free of alarms/bugs, and discuss how Client may optimize its communications technology investment.

4.2.7.    Carrier Services Management: Gsolutionz shall, if requested by Client, open service tickets on behalf of Client with Client’s carrier as referenced in Section 8.1.5 below.

4.2.8.    Third Party Vendor Management: Gsolutionz shall, if requested by Client, open service tickets on behalf of Client with Client’s third-party vendors.

5.        TIME OF PERFORMANCE

5.1.      Gsolutionz and Client will set a mutually agreeable date(s) for the delivery and installation of the Technology covered by this Agreement. If delivery/installation is not possible due to Client’s inability to accept delivery/installation on the agreed upon date, Gsolutionz may, at its sole option, take any of the following actions:

5.1.1.    Adjust the prices of Technology and Professional Services to reflect any additional costs; and

5.1.2.    Initiate billing for Technology delivered and Professional Services rendered as of the originally scheduled delivery/installation date.

5.1.3.    In its sole discretion if delivery/installation is delayed by Client by more than thirty (30) days beyond the agreed upon date, Gsolutionz may cancel this Agreement and pursue any available remedies against Client for damages caused by the delay and cancellation.

5.1.4.    Initiate fee of $350.00 - $500.00 for schedule changes requested by the client within 72 hours of the scheduled mutually agreeable date, depending on the nature of the work.

5.1.5.    The installation completion date and any other performance by Gsolutionz or its subcontractors hereunder, may be subject to delays. Gsolutionz shall use its best efforts to make timely delivery and installation. However, all stated delivery or installation dates are approximate and GSOLUTIONZ SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR DAMAGES, WHETHER SPECIAL, CONSEQUENTIAL, OR OTHERWISE, FOR DELAYS IN DELIVERY OR INSTALLATION.

6.        ASSUMPTION OF RISK

6.1.      Client shall assume risk of loss to the Technology upon delivery of Technology to Client’s premises.

7.        RESPONSE TIMES (SERVICE LEVEL AGREEMENT)

7.1.      Support Services Response Times (SLA):  Gsolutionz will use its reasonable best efforts to respond to emergency and down system situations within two (2) hours, and all other service requests within one business day.

8.        GPS SERVICE EXCLUSIONS:

8.1.      Exclusions: Professional support services provided hereunder do not include parts or labor connected with any of the following and will be billed at standard Hourly Rates and any parts or equipment used:

8.1.1.    Furnishing supplies or accessories; making specification changes or performing services connected with relocating the Technology; or adding or removing accessories, attachments, features or other devices.

8.1.2.    Repairs needed to correct Technology problems or issues caused by Client programming. ANY CHANGES CLIENTS MAKE ARE AT THEIR OWN RISK.

8.1.3.    Costs of diagnosing, isolating, troubleshooting, tracing or otherwise identifying and or resolving any problems, trouble, or issues related to non-covered Technology including but not limited to Client owned routers, switches, servers, computers, UPS units and software. However, any diagnosis, troubleshooting or similar work that may be done on non-covered Technology which results in the identification of a problem in the covered Technology is covered.

8.1.4.    Client software applications that are typically installed on client computers even if the application is part of the covered Technology. For example, if client is being charged a fee to cover call center software licenses that fee extends only to supporting the application at the server level and not any work at the client PC level.

8.1.5.    Carrier Services Management: This Agreement does not cover professional services labor to open service tickets on behalf of Client to Client’s carrier. If Client requests Gsolutionz to open service tickets additional charges may apply. This exclusion does not apply to Premium Support Subscription Clients.

8.1.6.    Public Network and or WAN issues including but not limited to carrier problems with circuits, absence of dial tone from the carrier, bandwidth issues affecting VoIP phones (QOS) and Intra-building Network Cabling (INC) not owned by Client. This exclusion does not apply to Premium Support Subscription Clients.

8.1.7.    Batteries.

8.1.8.    Such service which is impractical for Gsolutionz to render because of alterations in the Technology or connection by mechanical or electrical means to another machine or device or;

8.1.9.    Work or parts required due to causes other than wear and tear from normal use including, but not limited to, misuse, negligence, accident, excessive heat, theft or unexplained loss, abuse, connection to direct current, operation in an environment contrary to specifications.

8.1.10. Unless otherwise stated in writing, any labor or materials needed to correct Technology problems or issues which were pre-existing on or before the Coverage Period.

8.1.11. Programming changes needed for a project being performed by Gsolutionz. Examples of projects include installation of new sites connected to a covered system and changing carrier services where Gsolutionz is providing project management services.

9.        NON-STANDARD SUPPORT SERVICES

9.1.      Charges for Professional Services Outside of Support Hours: Gsolutionz may charge for its standard Hourly Rates that continue beyond the Support Hours.

9.2.      Service outside the Scope of this Agreement: Gsolutionz shall attempt to be responsive to requests from Client for maintenance and support services outside the Core Support Period, subject to reasonable notice and manpower availability. Such services rendered outside the Core Support Period shall be performed at the standard Hourly Rates.

9.3.      Additional Charges: For an additional charge, Gsolutionz will provide professional services support and make required repairs to the Technology due to causes not attributable to normal wear and tear including, but not limited to:

9.3.1.    The failure of Client to continually maintain the installation site in conformance with the specifications.

9.3.2.    Impairments in the performance of the Technology resulting from changes in the design, reprogramming, or reconfiguration of the Technology made by Client or mechanical, electrical, or electronic interconnections made by Client or others.

9.3.3.    Damage caused by the improper use, misuse, programming, or negligence of the Technology by Client as well as accidents or natural disasters.

9.3.4.    Damage or necessity of repair resulting from unauthorized maintenance by Client or any third-party other than Gsolutionz or its authorized representative; or

9.3.5.    Damage or repair necessitated because of relocation of the Technology by others.

9.3.6.    Rush order fees and cancelations.

10.     ACCEPTANCE OF, MODIFICATIONS TO, AND RELOCATION OF TECHNOLOGY:

10.1.   Acceptance: In the event the Technology to be maintained under this Agreement was not purchased new from Gsolutionz, such Technology shall be subject to Gsolutionz’s prior inspection and acceptance to verify that it is free from any preexisting defects. Client shall pay Gsolutionz’s standard Hourly Rates for inspections for all labor, materials and adjustments made by Gsolutionz to bring the Technology into compliance with requirements.

10.2.   Modifications, Relocation: If persons other than Gsolutionz (including the Client) repair, modify or perform any services or work on any Technology (including moving any components) and further support service(s) by Gsolutionz is (are) required to restore the Technology to normal operation, such professional services will be furnished by Gsolutionz at its standard Hourly Rates. Additionally, any maintenance or support work performed by others without the written consent of Gsolutionz shall, at the sole determination of Gsolutionz, cause this Agreement to become null and void. In this event, Gsolutionz shall notify Client in writing, and thereafter Gsolutionz shall have no further obligation to Client. Notwithstanding the foregoing, Client shall remain responsible for the full amount due under this Agreement regardless of the termination date.

11.     MAINTENANCE HISTORY

11.1.   Maintenance History: Gsolutionz shall use its best efforts to maintain an electronic maintenance history for Client's site(s). Said history shall contain a record of all service calls made by Gsolutionz, and shall include the following information:

11.1.1. Date and time Gsolutionz received Client's request for service.

11.1.2. Date and time Gsolutionz personnel arrived at Client's site or began work remotely

11.1.3. Total time required for servicing the Technology.

11.1.4. Description of the malfunction, including the cause, if known.

11.1.5. Corrective action taken, including replacement parts used.

11.1.6. Additional charges, if applicable; and

11.1.7. Written acknowledgment by a Client representative of the times specified in the history, if applicable

12.     CHARGES, BILLING, AND ADJUSTMENTS

12.1.   Charges: During the term of this Agreement, the Subscription Charges shall be as set forth in regularly rendered GPS Subscription invoice(s), representing the charges for professional services under Section 3. The subscription charge does not cover rush order fees, any required repairs and services excluded from coverage under Section 8, which shall be charged per the terms of those sections.

12.2.   Increase in Subscription Charges: Gsolutionz may increase the Subscription Charges for any renewal term. If Client does not agree with such increase, then Client must give notice to Gsolutionz within 30 days of commencement of the renewal term or notice of the increase (whichever is sooner) at which time Gsolutionz shall have the option to cancel the Agreement or waive said increase. Gsolutionz shall not increase the subscription charge during the initial term.

12.3.   Billing: Gsolutionz shall regularly render invoices in advance for the Subscription Charges for the billing period defined. Any charges for services not covered by the subscription charge shall be separately invoiced and be payable in addition to the Subscription Charge. Payment shall be made in full by Client within terms stated on the invoice. Without limitation to other remedies which Gsolutionz may have at law or under this Agreement, any past due amounts shall accrue interest at 1.5% per month, or the maximum rate allowable under applicable law, whichever is more, from and after the date such amount becomes due.

12.4.   Additional Subscription Charges: If Client acquires Technology that is added to, installed in, or used with the Technology covered under this Agreement, such Technology may, at Gsolutionz’s option, be serviced under this Agreement at an additional Subscription Charge. Gsolutionz will add the additional Technology to the Agreement and invoice Client for same on a pro-rata basis. Any Technology to be added hereunder shall be subject to inspection and acceptance by Gsolutionz in accordance with Section 10.1, and once approved, will be considered covered
Technology.

12.5.   Adjustments: If Client downsizes system and or removes Technology that they no longer wish to use Client shall provide notice to Gsolutionz in writing listing the Technology to be removed from coverage.  If a site visit is required to remove item(s) of Technology from service, the charges for such visit shall be paid by the Client based upon Gsolutionz’s standard Hourly Rates.

12.6.   Payment: Payment for Subscription Charges are to be by either credit card, or electronic check (aka direct debit or ACH). Gsolutionz will charge a monthly fee of $12.95 to clients that elect to pay by company check.

13.     WARRANTY AND LIMITATION OF REMEDIES AND LIABILILTY

13.1.   The warranties set forth herein are in lieu of all other warranties, express or implied, which are hereby disclaimed and excluded by Gsolutionz, including without limitation any warranty of merchantability or fitness for a purpose or use.

13.2.   Subject to the provisions of this paragraph, Gsolutionz warrants for a period of one year (unless otherwise specified on the face of this Agreement), that, as of the installation completion date or the date the Client makes beneficial use of the Technology (whichever comes first), the Technology will be free from defects in material and workmanship.

13.3.   No warranty is provided to restore, correct, reprogram or repair any problems caused by the Client performing their own maintenance, repairs, modifications or program changes to the Technology.

13.4.   Gsolutionz will not be obligated to repair or replace any item of Technology which has been repaired by others, abused or improperly handled, stored, altered, or physically damaged or damaged by power surges or fluctuations.

13.5.   Gsolutionz shall not be obligated to repair, replace, diagnose problems in or warranty any Intrabuilding Network Cabling (INC) or other cable unless cabling was purchased and installed from Gsolutionz.

14.     ADDITIONAL EQUIPMENT / MULTIPLE SITES

14.1.   GPS coverage must be obtained for any additional Technology added to the system (whether purchased from Gsolutionz or third parties), at the time of purchase and/or prior to installation. Additional coverage will be billed on a prorated basis on the next warranty billing cycle. In addition, when the Client has multiple sites networked together, all linked sites must be under GPS coverage.

15.     INTERCONNECTION WITH CARRIER FACILITIES

15.1.   Gsolutionz's services shall be limited to the installation of the Technology on the Client’s side of the equipment furnished by the local carrier connecting the Technology to carrier’s network.

15.2.   Gsolutionz shall not be responsible in the event the carrier fails to timely make available services nor shall Gsolutionz be obligated to pay the carrier’s charges for the services.

15.3.   Client agrees to provide an “agency letter” authorizing Gsolutionz to function as agent for Client in ordering necessary services from third party carriers or service providers on behalf or Client.

15.4.   Gsolutionz's services shall be limited to the installation of the Technology only and shall not (unless specifically so stated) include labor or materials that may be needed to connect the Technology with the incoming facilities (telephone lines) at the utilities demarcation point also known as the Minimum Point Of Entry (MPOE), nor shall Gsolutionz be obligated to provide labor or materials (unless specifically so stated) to install, maintain or cross connect to the building’s Intrabuilding Network Cabling (INC) which is legally owned by the building owner.

16.     CLIENT'S RESPONSIBILITIES

The Client shall, at its expense, on the date of delivery of the Technology to Client’s premises, and at all times after execution of this Agreement, during the period of installation services:

16.1.   Access: Client shall provide reasonable access to Client's premises and Technology (including shared areas of Client’s premises).  Any delays in providing access, including delays necessitating additional visits, will be billed to Client at Gsolutionz’s standard Hourly Rates. This includes charges to dispatch a technician to Client premises because Gsolutionz is unable to access Technology remotely.

16.2.   Required Permission: If required, secure permission from building owner, landlord or manager allowing Client to use buildings Intrabuilding Network Cabling (INC) to connect Technology to utility company’s Minimum Point of Entry (MPOE). Client shall pay any fees charged for the use of cabling.

16.3.   Suitability of Premises: Ensure that the premises are suitable for technology according to manufactures requirements.  This includes providing suitable, secure space for storage of equipment, tools, demo kits, etc.

16.4.   Termination and Removal: Provide for the termination of any existing services agreement with the applicable telephone carrier(s) and for the removal of any existing equipment and cable, as required. It is specifically agreed that client and not Gsolutionz is responsible for the disconnection of any carrier provided services that may no longer be needed in connection with the installation of the technology, however Gsolutionz may perform this function as a billable service.

17.     TERM OF CONTRACT

17.1.   Initial Term: Services provided under this Agreement shall commence on the date which the Technology is installed at Client's premises and functioning to provide call processing services, which Client may utilize if the Technology is purchased new from Gsolutionz. If the Technology is not purchased new from Gsolutionz, Services shall commence on the date on which Gsolutionz accepts the Technology.

17.2.   Renewal: Upon expiration of the initial term, this Agreement shall be automatically renewed and thereafter in effect for successive one (1) year terms, unless and until written notice of termination is given by the terminating party to the other party at least 30 days but not more than 120 days prior to the end of the then current initial or renewal term, or unless this Agreement is sooner terminated as provided herein.

17.3.   Modification to Offered Services and Terms: Gsolutionz may modify the terms of this Agreement provided written notice is made to the Client at least thirty (30) days prior to the effective date of such modification.

18.     TERMINATION

18.1.   Client's Default on Payments: If any of Client's obligations to Gsolutionz become past due, Gsolutionz will not be required to respond to Client's support request or repair any Technology until such obligations to Gsolutionz are satisfied in full. Once client's obligations become sixty (60) days or more past due, Gsolutionz may, at its option, cancel this agreement without any further obligation to provide service to the client, and the client will still be under obligation to pay out the remainder of the contract (monthly fees for each month remaining in the contract) regardless if they have been invoiced to client at the time of the attempted termination.

18.2.   Attempted Termination: In the event Client attempts to terminate this Agreement in writing at least 30 days before the expiration of the initial or any renewal term (including but not limited to failing to pay any required charges) Gsolutionz may, at its option, cancel this agreement without any further obligation to client, and the client will still be under obligation to pay out the remainder of the contract (monthly fees for each month remaining in the contract) regardless if they have been invoiced to client at the time of the attempted termination.

19.     NOTICES

19.1.   Except as otherwise provided in this Agreement, all notices or other communications shall be made in writing, (delivered via email, in person or US mail)

TO: GSOLUTIONZ, INC.

625 E SANTA CLARA ST. SUITE 100

VENTURA, CA 93001

ATTN: CONTRACT ADMINISTRATOR

EMAIL: Contact@Client.com

20.     AMENDMENTS

20.1.   Except as provided in Sections, 12.2, 12.4, 12.5 and 17.3, no provisions of this Agreement shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is in writing and signed by the authorized representative of the party against whom enforcement of such waiver, amendment or modification is sought.

21.     RESTOCKING CHARGES

21.1.   The following Restocking Charges will apply for returned items:

21.1.1. Hardware: 25%

21.1.2. Software: Software is not eligible for return except in rare cases with special approval by Gsolutionz and a fee of 50%.

21.2.   Additional Terms 

21.2.1. Client shall pay for any return shipping costs and or labor to remove items once installed.

21.2.2. Items not in their original packaging or that otherwise cannot be resold by Gsolutionz, cannot be returned.

22.     SECURITY INTEREST

22.1.   The Technology shall remain private property of Gsolutionz irrespective of the manner of its attachment to any realty. To secure performance of Client's obligations under this Agreement, including payment in full of any amounts owed to Gsolutionz, Client hereby grants to Gsolutionz and Gsolutionz retains a purchase money security interest, as defined in section 9-103 (a) of the Uniform Commercial Code, in the Technology, including all additions, attachments and substitutions, until Gsolutionz has been paid in full.

22.2.   Client agrees not to further encumber, sell or otherwise transfer the Technology without the prior written consent of Gsolutionz until the total amount owed to Gsolutionz is paid. Client agrees to execute any and all documents, which Gsolutionz may require to further evidence to continue this security interest. Client hereby authorizes Gsolutionz to record or file a photocopy of this Agreement as a Financing Statement.

23.     GENERAL TERMS AND CONDITIONS

23.1.   Controlling Documents: If there is a conflict between the documents that make up this Agreement, the documents will control in the following order:

23.1.1. The Subscription Agreement

23.1.2. The Terms and Conditions

23.1.3. Gsolutionz Scope of Work Document (CF-0220)

23.2.   Payment:  See Billing in section 12.3.

23.3.   Indemnification: Each party to this agreement shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense, including reasonable attorneys’ fees and witness fees, arising from, or in connection with, or caused by, any act, failure to act, or negligence of such indemnifying party, to the extent limited in accordance with the laws of the state of California.

23.4.   Releases: Client shall not require waivers or releases of any personal rights from representatives of Gsolutionz with respect to visits to Client's premises, and Client shall plead no such release or waivers in any action proceeding.

23.5.   Assignment: This Agreement may be assigned by Gsolutionz in whole or in part. Client shall not delegate its duties or assign its rights under this Agreement without the prior written consent of Gsolutionz, which consent shall not be unreasonably withheld.

23.6.   Subcontracting: Except as otherwise provided in this Agreement Gsolutionz may subcontract any or all the work or Professional Services to be performed by it under the terms of this Agreement but shall retain responsibility for the quality of the work subcontracted.

23.7.   Taxes: There shall be added to the charges invoiced hereunder the amount of federal, state, and/or local sales or use taxes applicable to the sale, or performance of the professional services, or in lieu thereof, Client shall provide Gsolutionz with evidence of tax exemption acceptable to the taxing authority in question. Any such taxes shall be separately stated on Gsolutionz invoices. Applicable taxes shall be billed based upon the location where the Technology is located.

24.     CONFIDENTIAL INFORMATION

24.1.   All information of any nature that is made available by Client or that becomes available to Gsolutionz by this Agreement, or the relationship created by this Agreement, shall be held in strict confidence by Gsolutionz.

24.2.   Information given by Gsolutionz to Client will not be considered of a confidential nature unless so designated.

24.3.   Information will not be considered proprietary (1) to the extent that it is or becomes public knowledge through no fault or negligence of the party receiving such information, (2) which is rightfully disclosed by a third party, or (3) which is already known to the receiving party and has not been obtained in confidence from the other party prior to the date of this Agreement.

24.4.   Independent Contractor: The parties intend that Gsolutionz, in performing services specified in this Agreement, shall function as an independent contractor and shall have complete control of the work and the way it is performed. Gsolutionz is not to be considered an agent or employee of Client.

24.5.   Non-Hiring of Employees: Gsolutionz and Client agree not to solicit for employment any employee of the other party during the term of the Agreement and for one (1) year following the termination of the Agreement.

24.6.   Headings: The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

24.7.   Survival: The terms, conditions and warranties contained in this Agreement, that by their sense and context are intended to survive the performance hereof by either or both parties hereunder, shall so survive the completion of performance, cancellation or termination of this Agreement.

24.8.   No Third-Party Beneficiaries: Except as otherwise specifically stated in this Agreement, the provisions of this Agreement are for the benefit of the parties hereto and not for any other person.

24.9.   Severability: If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather, the entire Agreement shall be construed as if not containing the invalid or unenforceable provision or provisions, and the rights and obligations of Gsolutionz and Client shall be construed and enforced accordingly.

24.10.                     Waivers of Default: Waiver by either party of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default.

24.11.                     Governing Law, Jurisdiction and Venue: This Agreement shall be construed in accordance with the domestic laws of the State of California, County of Ventura excluding its conflict of law rules. It is agreed that any disputes shall be heard in the Ventura, California Judicial District.

25.     DEFAULTS, REMEDIES, AND ATTORNEY’S FEES

25.1.   If any of Client’s obligations to Gsolutionz shall not be paid promptly when due, or if Client breaches any other provision hereof, Client shall be in default hereunder and all unpaid amounts shall, at Gsolutionz’s option, become immediately due and payable. Upon Client's default Gsolutionz shall have all the rights and remedies under the Uniform Commercial Code and any other laws, including the right to any delinquent payments for which Client agrees to remain fully liable.

25.2.   No remedy of Gsolutionz hereunder shall be exclusive of any other remedy herein or provided by law, but such remedies shall be cumulative and in addition to every other remedy. Client agrees to reimburse Gsolutionz for all expenses, including reasonable attorney's fees and costs, incurred by Gsolutionz because of Client's default or failure to pay any sums due, whether suit is filed.

26.     ENTIRE AGREEMENT

26.1.   Client, having carefully read all the provisions of this Agreement, acknowledges receipt of a copy of this Agreement and the schedules and addendum, if any, made a part hereof which are the final expression of the Agreement of the parties and the complete and exclusive statement of the terms agreed upon, all prior agreements and understandings being merged herein, and that there are no representations, warranties, or stipulations, either oral or written, not herein contained, no modification of this Agreement may be made except by a like signed agreement. Until accepted and signed by an officer of Gsolutionz, this Agreement shall not become effective and shall not constitute a binding contract.

26.2.   This Agreement, including attached Schedules, constitutes the entire Agreement between the parties with respect to the subject matter contained herein. All prior Agreements, representations, warranties, statements, negotiations, understandings and undertakings are superseded hereby void and of no effect.