Master Service Agreement
1. Introduction
This Master Service Agreement ("Agreement") sets forth the terms and conditions of your use of services provided by InetServices, LLC., a Delaware limited liability company, hereinafter referred to as the ("InetServices") and yourself, hereinafter referred to as the ("Client"). To complete the registration process, you must acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement, the accompanying fee schedule, dispute policy and any rules or policies that are or may become effective when published by InetServices. This Agreement will become effective if accepted by InetServices.
2. Terms and Condition
The Agreement shall commence on the date written herein below and shall continue for a period of [one (1) year], and shall be automatically renewed for successive one year terms thereafter unless either party notifies the other in writing thirty (30) days prior to expiration of the then current term. Notwithstanding the foregoing, InetServices may terminate this Agreement without penalty by giving the Client thirty (30) days written notice of its election to terminate this Agreement. The successive contract renewals will be at the original contracted price and will not be increased unless for an unforeseen event. Under no circumstance will an increase ever exceed 10% of the current contract value and InetServices must give the Client thirty (30) days written notice before the end of the existing contract of such increase as well as the reason for the increase.
3. Fees and Payment
As consideration for the services provided by InetServices to you, you agree to pay InetServices, at the time of submitting your application for services, all applicable initial registration fees and renewal fees in accordance with InetServices' fee schedule published at InetServices' website. All fees are non-refundable, in whole or in part, even if your services are suspended or cancelled prior to the end of the registration term. You must pay for all Services by credit card and you authorize InetServices to charge your credit or debit card to pay for all charges. You must notify InetServices of any changes to your card account that may prohibit InetServices from charging your account including, applicable account number or cancellation or expiration of the account, your billing address, or any information Failure to fully pay any fees within 72 hours from the applicable due date is a material breach of this Agreement, justifying InetServices to suspend its performance and terminate this Agreement. To reinstate your Services, you must pay a $100 reactivation fee.
4. Charge Backs
You agree that you will lose all rights upon the selected services in case of a charge back by your credit card company, credit card fraud or any other reserved payment. InetServices will decide at its sole discretion whether to hold the services in its own portfolio or to release it. Since you have waived your rights to a credit card charge back under this Agreement, if you dispute a charge to your credit card issuer under the provisions of this Agreement you agree to pay InetServices an "Investigation Fee" of $100.00.
5. Early Termination
While the Client is held to the Terms and Conditions of this Agreement, early termination of this Agreement will be granted to the Client with 30 days written notice and payment of 75% of the remaining Agreement fees.
6. Non-performance Termination
The Client will have the right to terminate this Agreement without penalty for any of the following non-performance reasons:
A. InetServices is unable to consistently adhere to the performance guarantees of their Standard or Advanced SLA.
B. If the Client has a network, environment, or hardware issue that is the direct responsibility of InetServices and InetServices is unable to resolve this issue a timely manner.
The Client must give written notice along with the details regarding the non-performance issue before the termination of this Agreement will be granted.
7. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INETSERVICES DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. INETSERVICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE PROVIDED BY INETSERVICES OR ANY OF ITS REPRESENTATIVES WILL CREATE A WARRANTY.
8. Limitation of Liability
Both parties agree that the distributions of risk made in this Section are reasonable and that both parties would not enter into the Agreement without the limitations on liability.
INETSERVICES WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF INETSERVICES WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. INETSERVICES' MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES BILLED TO CUSTOMER DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.
THE CUSTOMER'S SOLE REMEDIES FOR INETSERVICES' FAILURE TO MEET THE GUARANTIES AND WARRANTIES ARE THE CREDITS DESCRIBED IN THE SERVICE LEVEL AGREEMENT (SLA), THIS PROVISION DOES NOT LIMIT CUSTOMER'S RIGHT TO TERMINATE THIS AGREEMENT AS PROVIDED IN SECTION 5 (EARLY TERMINATION) AND SECTION 6 (NON-PERFORMANCE TERMINATION) ABOVE IF SUCH FAILURE(S) CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.
INETSERVICES'S LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION AND IN THIS AGREEMENT APPLY EQUALLY TO INETSERVICES' OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUBSIDIARIES, AND AFFILIATED COMPANIES.
9. Indemnification
You agree to indemnify, defend and hold harmless InetServices, its officers, directors, employees, agents, licensors, suppliers and any third party information provider from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you, or your violation of any rights of a third party.
10. Intellectual Property Rights
Neither party will acquire any ownership interest in each other's intellectual property. Nothing in this Agreement shall be construed to grant the Client any ownership rights to InetServices' intellectual property nor does InetServices have any ownership rights to the Client's intellectual property.
11. Restrictions on Use
Your use of the Services is subject to InetServices's Acceptable Use Policy, as revised from time to time (the "AUP"), which is incorporated herein by reference. The AUP is available on InetServices' website at Acceptable Use Policy. In the event of any inconsistencies between this Agreement and the AUP, the terms of the AUP shall govern.
12. Notices
You agree that any notices required to be given under this Agreement by InetServices will be deemed to have been given if delivered in accordance with the contact information you have provided.
13. Severability
You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, it shall not affect the remaining terms or provisions, which shall continue to be binding.
14. Governing Law
This Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Massachusetts, except as may be set forth in the Dispute Policy. Except as otherwise set forth in the Dispute Policy with respect to disputes, any action to enforce this Agreement or any matter relating to your use of the InetServices site shall be brought exclusively in the United State District Court for the District of Massachusetts.
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