Technical Support Services Agreement for Gemini Logic Plans

Service Agreement

This Service Agreement (the "Agreement") is made and entered into as of Purchase Date, by and between Gemini Logic, an Ontario, Canada company, and Customer.

  1. Services

1.1 The Provider agrees to provide technical support services (the "Services") to the Customer, as described in the selected service plan:

(a) Lite Plan

(b) Standard Plan

(c) Premium Plan

1.2 All service plans include weekend and holiday support.

  1. Term

This Agreement shall commence on the date first set forth above and shall continue for a period of one (1) year, unless terminated earlier in accordance with the provisions herein (the "Term"). This Agreement shall automatically renew for successive one (1) year periods unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Term.

  1. Payment Terms

3.1 Customer shall pay Provider the applicable fees for the selected service plan, as follows:

(a) Lite Plan: $2,500.00 per year

(b) Standard Plan: $4,000.00 per year

(c) Premium Plan: $7,000.00 per year

3.2 All payments are due within thirty (30) days of receipt of invoice. Late payments shall be subject to a late fee of 1.5% per month, or the highest rate permitted by law, whichever is lower.

  1. Confidentiality

Each party agrees to keep confidential all non-public information provided by the other party in connection with this Agreement, including but not limited to customer data, trade secrets, and proprietary information.

  1. Limitation of Liability

In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits or loss of data, arising out of or in connection with this Agreement or the provision of Services.

  1. Termination

Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof.

  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ontario, Canada without regard to its conflict of law principles.

  1. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If such negotiations fail to resolve the dispute, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [Your City, Your State], and the decision of the arbitrator(s) shall be final and binding on the parties.

  1. Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, labor disputes, war, terrorism, or governmental actions.

  1. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral, relating to such subject matter.