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Service Agreement
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This Agreement ("Agreement") is between Hosting Solutions
Corporation, a Virginia corporation ("Hosting Solutions"),
P.O. Box 237, Woodbridge Virginia 22194 and the party specified
in the order form annexed hereto and incorporated herein by reference
("Order"). Such party shall be referred to herein as
the "Customer" and shall enter into this Agreement
by signing below.
For good and valuable consideration, the parties agree as follows:
1. SERVICES
Subject to the terms and conditions of this Agreement, Hosting
Solutions will provide to Customer Internet facilities consisting
of some or all of: connectivity, web hosting, software management,
hardware management, and/or related services described in the
plan selected by Customer from Hosting Solutions's then published list
of services offered from time to time ("Services").
The specific plan of Services to be provided initially to Customer
shall be as selected in the Order and thereafter as established
through correspondence between Customer and Hosting Solutions.
2. TERM
The initial term of this Agreement shall be as stated in the
Order ("Initial Term"). The Initial Term shall begin
upon commencement of Service to Customer, provided, however,
no Service shall commence unless and until Hosting Solutions receives
and accepts a completed Order from Customer, plus payment in
full for Services to be rendered during the Initial Term and
any setup charges. Hosting Solutions reserves the right to reject any
submitted Order for any or no reason prior to written acceptance
thereof by Hosting Solutions. After the Initial Term, unless otherwise
agreed to by the parties, this Agreement shall automatically
renew for successive terms of equal length as the Initial Term
unless terminated or canceled by either party only as provided
in Paragraph 9 below. The Initial Term plus all successive renewal
periods during which Service is provided shall be collectively
referred to as the "Term."
3. FEES AND PAYMENT
All fees for Services rendered or provided to Customer shall
be in accordance with Hosting Solutions' fee schedule then in effect,
the terms of which are incorporated herein by reference. A fee
schedule setting forth Hosting Solutions' current rates for Services
is annexed to the Order. Hosting Solutions may, with 30 days notice
to Customer, amend the Services and/or the rates and fees it
charges for the Services. Fees for renewal periods after the
Initial Term shall be due and owing immediately upon the first
day of such renewal period. Customer will receive an invoice
for the charges for the basic Services rendered or provided by
Hosting Solutions for such renewal period, plus any additional Services
rendered or provided by Hosting Solutions to Customer for the preceding
month of the Term, and any other charges or fees then due hereunder.
Payment in full of such invoiced amount is due upon receipt of
the invoice. Credit card orders will be charged automatically
to the card number on file for the amount of the invoice; if
for any reason the card does not clear with the bank on three
attempts, the account is subject to suspension. Should payment
in full of any invoice not be received by Hosting Solutions within
thirty (15) days after date of invoice, Hosting Solutions may impose
a debt service charge equal to one and one-half percent (1.5%)
of the overdue balance (or such lesser amount as may be required
by law) for each month or fraction thereof the overdue amount
remains unpaid. In addition, in the event that any amount due
Hosting Solutions remains unpaid thirty (15) days after presentation
of an invoice to Customer, Hosting Solutions, in its sole discretion,
may immediately terminate this Agreement, and/or withhold or
suspend Services. All taxes, fees and governmental charges relating
to the Services provided hereunder (other than income taxes of
Hosting Solutions) shall be paid by Customer. Checks returned unpaid
(NSF) will be assessed a $20 charge. All payments are in U.S.
currency. .
4. CONTENT AND CUSTOMER'S RESPONSIBILITY
Hosting Solutions will exercise no control whatsoever over, nor have
any responsibility or liability whatsoever for, the content of
the information passing through its network. Hosting Solutions shall
make no effort to validate any information passing through its
network for content, correctness, usability or for any other
reason.
5. NO WARRANTY
Customer agrees to use Hosting Solutions' Services, and any information
obtained through or from Hosting Solutions, at Customer's own risk.
Customer acknowledges and understands that neither Hosting Solutions,
nor any of its employees, representatives, agents or the like,
warrant that the Services offered or provided hereunder will
not be interrupted or be error free, nor do they make any warranty
or representation as to the results that may be obtained from
the use of the Service or as to the accuracy, reliability or
content of any information service or merchandise contained in
or provided through the Service, unless otherwise expressly stated
in this Agreement. Hosting Solutions specifically disclaims all warranties
of any kind, including, without limitation, the warranty of merchantability
and fitness for a particular purpose, whether expressed or implied,
for the Service it is offering or providing hereunder.
6. PROHIBITED USES
Customer shall not use Hosting Solutions´s Services in violation
of Hosting Solutions's "Acceptable Usage Policy" provided
herewith.
7. LIMITED LIABILITY
Under no circumstances, including negligence, shall Hosting Solutions,
its officers, agents or anyone else involved in creating, producing
or distributing the Service hereunder be liable to Customer or
any third party, for any claims, causes of action or direct,
indirect, incidental, special, or consequential, trebled, or
punitive damages, that result or have alleged to have resulted
from the use of or inability to use the Service; or that results
from mistakes, omissions, interruptions, deletion of files, loss
of data, errors, defects, delays in operations, or transmission
or any failure of performance, whether or not limited to acts
of God, communications failure, theft, destruction or unauthorized
access to Hosting Solutions' records, programs or services. Hosting
Solutions further shall have no responsibility whatsoever to Customer
or any third party for the accuracy or quality of information
obtained through or in connection with its Services provided
hereunder. Notwithstanding the above, Customer's exclusive remedies
for all damages, losses, costs or causes of actions from any
and all claims, whether in contract, quasi-contract, statutory,
tort including negligence, or otherwise, shall not exceed the
aggregate dollar amount which Customer paid during the twelve
(12) months immediately preceding the claim or the term of this
Agreement, whichever is less.
8. INDEMNIFICATION
Customer shall defend, indemnify, save and hold Hosting Solutions harmless
from any and all damages, demands, liabilities, losses, costs
and claims, including, without limitation, reasonable attorneys'
fees, compensatory damages, punitive damages, trebled damages,
and statutory damages (hereinafter "Liabilities") asserted
against Hosting Solutions, its agents, its customers, servants, officers
and employees, that may arise or result from any service provided
or performed or agreed to be performed by Customer, its agents,
employees or assigns or any product distributed, offered or sold
by Customer, its agents, employees or assigns.
9. TERMINATION
This Agreement may be terminated by eithr party, the customer,
without cause, by giving Hosting Solutions 30 days prior written notice,
any time after the initial contract term and/or Hosting Solutions reserves
the right to refuse service, or cancel existing accounts without
reason or warning. In the event of non-payment, breach of this
agreement, or for any other reason within the sole discretion
of Hosting Solutions, Hosting Solutions shall have the right to immediately,
without need for advanced notice, terminate the client's hosting
account. Blatant violations of these Terms of Service, which
will result in forfeiture of all monies paid.
10. ADDITIONAL TERMS AND CONDITIONS
Customer hereby acknowledges that it has received and reviewed
a copy of Hosting Solutions' "Acceptable Usage Policy" provided
herewith and that the terms of the Acceptable Usage Policy are
incorporated herein by reference. Hosting Solutions reserves the right
to amend the Acceptable Usage Policy from time to time and Customer
shall be bound by any such amendments. Customer shall have the
obligation to periodically visit Hosting Solutions' Web site to review
its Acceptable Usage Policy and to make certain Customer is in
full compliance therewith. In the event of any inconsistencies
between this Agreement and the Acceptable Usage Policy, the terms
of the Acceptable Usage Policy shall govern.
11. GUARANTEE
Each of Hosting Solutions' hosting plans carries a 30 day unconditional
money back guarantee. If Customer is not completely satisfied
with Hosting Solutions' services provided hereunder within the first
30 days of the Initial Term, Customer will be given a full refund
of any amounts paid to Hosting Solutions hereunder excluding setup
fees (unless canceled prior to activation), domain registration
fees and overages. No refund is available after the 30th day
of the Initial Term.
12. NOTICE
All notices must be sent either in writing or by email, except
as otherwise expressly provided herein that a notice must be
in writing. All notices to Hosting Solutions shall be delivered to
its address stated above or its email address as provided. All
notices to the Customer shall be delivered to its mailing address
or its email address as provided on the Order. The parties may
change their respective address by notice delivered to the other
party. All notices delivered in writing must be sent either by
over night courier or certified mail, return receipt requested.
Evidence of successful transmission of all notices delivered
by email must be retained by the delivering party.
13. MISCELLANEOUS
This Agreement sets forth the entire agreement between Hosting
Solutions and Customer with respect to the subject matter hereof and
supersedes all previous representations, understandings or agreements
and shall prevail notwithstanding any variance with terms and
conditions of any other prior writing between the parties. If
any provision of this Agreement is held to be invalid by a court
of competent jurisdiction, then the remaining provisions shall
nevertheless continue in full force and effect. Customer may
not transfer or assign this Agreement without Hosting Solutions' prior
written consent. This Agreement shall be governed by the laws
of the State of Virginia and all claims concerning this Agreement
shall be brought exclusively in the state or federal courts located
in the County of Prince William in the State of Virginia. The
parties hereby consent to submit to the jurisdiction of such
courts and waive any personal jurisdiction or venue defenses
concerning said forum. |
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