SOUNDS GOOD AVS SOLUTIONS INC.
TERMS AND CONDITIONS SERVICE & SUPPORT AGREEMENT

Sounds Good AVS Solutions Inc. hereinafter called (“Sounds Good”) and Customer agree to the terms and conditions of the agreement whereby Sounds Good agrees to provide and the Customer agrees to pay for maintenance services as specified in this document.

1. TERM OF THE AGREEMENT
This agreement shall be effective when signed by both parties. The term of this agreement is for one (1) full calendar year from the activation date as shown on the face of this agreement. (hereinafter called “the term”) and shall be deemed to be automatically renewed by the parties, on a monthly basis after the term (not to exceed in total 21 years and thus be in breach of “the rule against perpetuities”), unless a new Agreement is executed by the parties, or unless terminated by written notice given by one party to the other of not less than thirty (30) days. Upon confirmation of termination of this agreement any outstanding balance owing will be applied to the customer account as a credit balance. Credit will be issued on a pro-rated basis for the balance outstanding on a month by month basis only.  All service plans are to be paid by credit card; unless an amendment is agreed upon by Sounds Good and the Customer.  Pre-authorized credit card required to include all other charges not covered by the service contract; unless an amendment is a agreed upon by Sounds Good and the Customer.

2.  ELIGIBILITY FOR SERVICE
Equipment is eligible for coverage under this agreement provided it is in good operating condition and complies with the standards set by Sounds Good. Equipment may be subject to inspection by Sounds Good prior to acceptance of this agreement.   Exceptions to this eligibility of service can be made at the sole discretion of Sounds Good.

3.  SERVICE RESPONSIBILITIES OF SOUNDS GOOD
Sounds Good will aim to provide service between 9:00 A.M. to 5:00 P.M. Monday to Friday; appointments before 9am or after 5pm may be required to ensure prompt service is provided (excluding locally observed holidays). The target response time to service requests will be within 24 hours from receipt of the service call request. All Service & Maintenance are performed by a Sounds Good representative or approved business partner, at either the customer’s system location or remotely. This includes scheduled preventative maintenance service calls, On-Site Service Calls, Remote Monitoring, Remote System Updates, Remote System Programming. Excluded are repairs required as a result of abuse, negligence, misuse of equipment, or environmental influences.

4.  SERVICE AND SUPPORT PLANS
A la Cart, SILVER , GOLD & PLATINUM

5.  SERVICE LIMITATIONS AND EXCLUSIONS
The following maintenance services are not included in this agreement: Services outside the P.P.M. - Services which, in Sounds Good’s opinion, are required due to improper treatment or use of the equipment, unauthorized attempts by other than Sounds Good  personnel or Sounds Good approved service partners to repair, maintain or modify the equipment, or causes external to the equipment - Additional Service Hours or on-site scheduled maintenance cleanings outside of the chosen Support and Service Plan.  Maintenance materials, tools, documentation, and test equipment provided by Sounds Good shall remain the exclusive property of Sounds Good. Sounds Good reserves the right to terminate or refuse service when, in Sounds Good’s opinion, conditions at the equipment location represent a hazard to the safety or health of any Sounds Good employee or approved service partner.  Preventative Maintenance Coverage does not include: і) operating supplies or accessories, cleaning supplies for operator maintenance, refinishing the equipment, іі) electrical work external to the equipment or maintenance of accessories, Equipment relocation, alterations, or attachments or other devices not provided by Sounds Good. All consumable items such as batteries, and all components that are replaced subject to equipment usage, vandalism.

6.  RESPONSIBILITIES OF CUSTOMER
Customer shall:  Ensure they are on location to allow Sounds Good or an approved service partner access to equipment during the scheduled service call or preventative maintenance appointment. Custom shall pay for all additional billable service labour and/or parts at time of service.

7.  CHARGES
All charges set forth in this agreement are due and payable in advance of the first day of the term shown on the face of this agreement. All charges are billed annually and are fixed for the term of the Agreement. Charges for maintenance services not covered under this agreement shall be invoiced at Sounds Good’s standard rates and conditions in effect when the service is performed and payment will be due upon receipt. Any applicable Provincial Sales Tax and Goods and Services Tax or any other Consumption Tax will be shown separately on the invoices and will be payable by the customer.

8.  SERVICE PROVIDER CHANGE / MOVEMENT OF EQUIPMENT
Customer shall notify Sounds Good thirty (30) days prior to changing internet service providers, television service providers and/or moving equipment. Sounds Good shall be under no obligation to continue service if equipment is moved without such notification.

9.  WARRANTY
The Manufacturer’s Warranty covers parts and labour required to correct manufacture’s defects only.  The Manufacturer’s warranty details can be found on the manufacturer’s website.  All warranty repairs will be provided by the manufacturer.  Sounds Good Service Warranty (aka. “Call back”) will cover parts and labour required to correct defects in service performed by Sounds Good representative or approved business partner and/or defect in parts installed 30 days from the date of repair.  There is no warranty provided to parts that are purchased by customers and installed by non-Sounds Good approved service personnel, unless agreed upon by Sounds Good.  Sounds Good reserves the right to void the Manufacturer’s warranty and Sounds Good Service warranty where Sounds Good finds just cause.  Warranty exclusions include any malicious damage and any defect as a result of (i) any improper storage, handling or use by anyone other than Sounds Good, (ii) failure to provide a suitable climatic environment, (iii) operator error, (iv) improper installation of Equipment by anyone other than Sounds Good, (v) use in a manner not in accordance with the Documentation, (vi) failure to implement any new releases or update to the Software, (vii) any use of the Product in conjunction with another non-Sounds Good product (except to the extent provided in the Documentation), (viii) consumable items, (ix) Products which have had their serial numbers or month and year of manufacture removed, altered, defaced, or deleted, (x) any damage by power failure, fire, explosion or any act of God or other cause beyond Sounds Good’s control.

10.  LIMITATIONS OF LIABILITY
There are no representations or warranties, expressed or implied, in connection with this agreement or the services to be provided to the Customer, other than as expressly set forth in this agreement. Sounds Good shall not be liable for loss of use of any of the items to be serviced under this agreement, or for any loss or damage occasioned by such loss of use, or by failure of any equipment to perform. Sounds Good’s liability in this agreement shall be limited to the repair or maintenance of any parts or items of equipment which may be damaged solely as a result of the negligence on the part of Sounds Good personnel. In no event shall Sounds Good’s liability hereunder exceed the cost of replacement of the equipment being serviced. Customer agrees to indemnify and hold Sounds Good harmless from any loss or damage arising out of the maintenance operation or use of the equipment other than any such loss or damage resulting from the sole fault or negligence of Sounds Good.

11.  GENERAL
If either party fails to perform its obligations under this agreement and such failure continues for a period of thirty (30) days after written notice, the other party shall have the right to terminate this agreement without further notice. This agreement shall be construed under and governed by the Federal and Provincial laws of Canada and constitutes the entire agreement between the Customer and Sounds Good with respect to the furnishing of Sounds Good maintenance service hereunder. Any previous agreements between the parties with respect to this matter are superseded. This agreement may not be altered or modified except by a notice in writing signed by both parties hereto.  Sounds Good shall not be liable for any failure or delay in performance hereunder if such failure or delay is due, in whole or in part, to any cause beyond it’s control. Neither party shall assign this agreement without the prior written approval of the other party.