Last Updated On: July 27, 2021
This Device-As-A-Service Addendum ("addendum") to the Master Services Agreement ("MSA", "agreement") is made and entered into by and between (“Client”) and Your PC Magician, LLC, a Virginia Limited Liability Company (“YPM”).
1. Term: The terms in this addendum shall be effective on the first of the month following signing and continue for an Initial Period of thirty-six (36) months. The term automatically renews for consecutive one (1) month periods or until a later addendum supersedes the contents of this addendum.
After the initial thirty-six (36) month term, either party shall have the right to cancel the terms of this addendum upon thirty (30) days written notice to the other. In the event that this addendum is cancelled, Client shall pay YPM all service fees payable and/or other expenses reimbursable under this addendum immediately upon submission of a final invoice. This final Invoice is due upon receipt.
2. WARRANTIES AND CLAIMS: YPM, NOT BEING THE MANUFACTURER OF THE EQUIPMENT OR THE MANUFACTURER'S AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT.
YPM, as the service provider, will remedy claims as per the process below:
- (1) YPM will endeavor to diagnose Equipment to confirm malfunction and will repair Equipment back to working condition
- (2) In the event the Equipment cannot be reasonably repaired, YPM may elect, at their discretion, to replace the Equipment with a similar item, which may be refurbished
3. Replacement Guarantee: YPM offers a 2 business-day (Basic plan) and next business-day (Plus and Premium plan) replacement guarantee in the event that the Equipment cannot be reasonably repaired more quickly.
4. Invoicing: YPM will invoice Client monthly on the 1st day of each month for all service fees payable and/or other expenses reimbursable under this addendum. Invoices will include details of the services provided and/or expenses incurred including but not limited to the date of service or expense, a description, number of hours, and charge.
- (1) Payment terms for invoices under this addendum will be NET 30 days from the invoice date.
- (2) Invoices will be sent electronically unless otherwise requested by Client, in writing.
If Client makes payments via an auto-payment agreement, then Client will instead receive a Sales Receipt, not an Invoice
5. Payments: Client shall submit all payments under this addendum to YPM via electronic means including an auto-payment agreement, online credit card processing system(s), in-person electronic magnetic strip swiping or chip reading device(s) or by mailing check, cash or money order to:
Your PC Magician, LLC
11813 Stamford Rd.
Midlothian, VA 23112
Any invoices not paid within thirty (30) days shall accrue interest at the rate of 1.5% per month (18% per annum). Payments made by Client will be applied first to accrued interest and then to the outstanding balance on Client’s account.
IF INVOICE IS NOT PAID WITHIN 30 DAYS YPM WILL PAUSE/CANCEL/DISABLE/HOLD ANY ONGOING SERVICES UNTIL THE ACCOUNT IS MADE CURRENT
6. Default: Client will be in default of this addendum if:
- (1) Client shall fail to make payment due under the terms of this addendum within thirty (30) days of the Invoice date
- (2) Client shall fail to observe, keep, or perform any other provision of this addendum, and such failure shall continue for a period of ten (10) days
- (3) Client has made any false or misleading statement, or representation in connection with application for or performance of this addendum
- (4) The Equipment or any part thereof shall be subject to any lien, levy, seizure, assignment, transfer, bulk transfer, encumbrance, application, attachment, execution, sublease, or sale without prior written consent of YPM, or if Client shall abandon the Equipment or permit any other entity or person to use the Equipment without the prior written consent of YPM
- (5) Client dies or ceases to exist
- (6) Client changes its name, state of incorporation, chief executive office and/or place of residence without providing YPM with 30 days written notice of such change
- (7) Client defaults on any other agreement it has with YPM
7. Remedies: If Client is in default, YPM, with or without notice to Client, shall have the right to exercise any one or more of the following remedies, concurrently or separately and without any election of remedies being deemed to have been made:
- (1) YPM may enter upon Client's premises and without any court order or other process of law may repossess and remove the Equipment, or render the Equipment unusable without removal, either with or without notice to Client. Client hereby waives any trespass or right of action for damages by reason of such entry, removal or disabling. Any such repossession shall not constitute a termination of this addendum
- (2) YPM may require Client, at its expense, to return the Equipment in good repair, ordinary wear and tear resulting from proper use thereof alone excepted, by delivering it, packed and ready for shipment, to such place as YPM may specify
- (3) YPM may cancel or terminate this addendum and may retain any and all prior payments paid by Client
- (4) YPM may declare all sums due and to become due under this addendum immediately due and payable, including as to any or all items of Equipment, without notice or demand to Client
- (5) YPM may re-distribute the Equipment to any third party, without notice to Client, upon such terms and conditions as YPM alone shall determine, or may sell the Equipment without notice to Client, at private or public sale, at which sale YPM may be the purchaser
- (6) YPM may sue for and recover from Client the sum of all unpaid fees and other payments due under this addendum then accrued, plus all accelerated future payments due under this addendum
- (7) To pursue any other remedy available at law, by statute or equity
8. Damage: Client shall be responsible for any loss or damage to the Equipment from any cause at all, whether or not insured. If the Equipment is lost, stolen, or damaged, Client will promptly notify YPM of such event. In no event shall such loss or damage relieve Client of its obligations under this addendum. In the event of such loss, Client, at its option, shall; promptly repair the Equipment to return it to good working order; or replace the Equipment with like Equipment of the same or later model in good and working order, free and clear of all liens and encumbrances and grant YPM the right to protect its security interest in the replacement Equipment and such replacement shall be substituted in this addendum by appropriate amendment; or pay YPM the deductible and receive from YPM a suitable replacement, as per section 9 of this addendum.
9. Accidental Damage Deductible: A deductible will apply if Equipment must be replaced in the case of accidental damage, theft, or other loss. The deductible amounts vary as per the level of Plan and are as follows:
- (1) $100 - Basic Plan
- (2) $150 - Plus Plan
- (3) $200 - Premium Plan
10. Ownership: During the Initial Period, the Equipment is to be considered the sole property of YPM. After the Initial Period, YPM confers upon Client all ownership rights to the Equipment and relinquishes any rights or responsibilities to the Equipment or the function thereof.
11. Severability: If a court of competent jurisdiction shall, at any time, hold that any provision of this addendum is invalid or unenforceable, all other provisions of this addendum shall nevertheless continue in full force and effect. Such invalidity shall not invalidate the entire addendum.
12. Assignment: The rights and obligations of each party under this addendum may not be assigned without the prior written consent of the other party.
13. Entire Agreement: This addendum shall constitute the entire understanding between YPM and Client with respect to the equipment and the subject matter of the addendum. This addendum, including any addendum hereto, may be amended at anytime for any reason. YPM will publish the latest version of this addendum at https://www.yourpcmagician.com/device-as-a-service-addendum.