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Master Service
Agreement for Data Storage and Transfer
The following
agreement is between Media3 Technologies, LLC. ("M3") of 33 Riverside
Drive, Pembroke, MA 02359 and CLIENT ("client")
All services that M3 provides to you , including any updates, enhancements, new features, and/or the addition of any new services are subject to the following Service Agreement Terms. M3 reserves the right to update these terms at any time without notice to you. The most current version can be reviewed by clicking the appropriate hypertext link located in the control panel menu.
WHEREAS, M3 is an information provider connected to the Internet. M3 offers storage and transfer services over the Internet through access to its Web Servers and/or network;
WHEREAS,
Client seeks to utilize M3's services for its own purposes;
WHEREAS,
the parties acknowledge that the Internet is neither owned nor controlled
by any one entity; therefore, M3 can make no guarantee that any given
reader shall be able to access M3's services at any given time. M3 represents
that it shall make every good faith effort to ensure that its server
is available as widely as possible and with as little service interruption
as possible;
NOW THEREFORE,
in consideration of the mutual promises contained herein, the parties
agree as follows;
I. Financial Arrangements:
1. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions.
2. Renewal fees for the following term will be automatically charged to the credit card on file for your account unless other arrangements have been made. Payments may also be made by check. Returned checks are subject to a $35.00 returned check fee.
3. Accounts that have unpaid invoices more than 30 days past the renewal date will be suspended without notice until the account is brought current. M3 reserves the right to terminate the account and delete the files. M3 reserves the right to apply a $35.00 reconnection fee to all suspended accounts. Suspension does NOT release client of the responsibility for payment of the account and monies due.
II. Taxes:
M3 shall not
be liable for any taxes or other fees to be paid in accordance with or
related to purchases made from Client or M3's server. Client agrees to
take full responsibility for all taxes and fees of any nature associated
with such products sold.
III.
Material and Products:
M3 will exercise
no control whatsoever over the content of the information passing through
the network except for what is noted in section X of
this agreement. Media3 will not host any material
that is judged as pornographic in content. Please contact Media3 if uncertain
of the nature of your content. M3 makes no warranties or representations
of any kind, whether expressed or implied for the service it is providing.
M3 also disclaims any warranty of merchantability or fitness for particular
purpose and will not be responsible for any damages that may be suffered
by the Client, including loss of data resulting from delays, non-deliveries
or service interruptions by any cause or errors or omissions of the Client.
Use of any information obtained by way of M3 is at the Client's own risk,
and M3 specifically denies any responsibility for the accuracy or quality
of information obtained through its services. Connection speed represents
the speed of a connection to and does not represent guarantees of available
end to end bandwidth. M3 expressly limits its damages to the Client for
any non-accessibility time or other down time to the pro-rata monthly
charge during the system unavailability. M3 specifically denies any responsibilities
for any damages arising as a consequence of such unavailability.
IV. Trademarks
& Copyrights:
Client warrants
that it has the right to use any applicable trademarks or copyrighted
material used in connection with this service.
V. Age:
The Client
certifies that he or she is at least 18 years of age.
VI. Internet
Etiquette:
Electronic
forums such as mail distribution lists and Use Net news groups all have
expectations regarding subject area and appropriate etiquette for posting.
Users of these forums should be considerate of the expectations and sensitivities
of others on the network when posting material for electronic distribution.
The network resources of M3 may not be used to impersonate another person
or misrepresent authorization to act on behalf of others or M3. All messages
transmitted via M3 should correctly identify the sender; users may not
alter the attribution of origin in electronic mail messages or posting.
Users must not attempt to undermine the security or integrity of computing
systems or networks and must not attempt to gain unauthorized access.
M3 does
not permit :
1)The transmission
of unsolicited bulk e-mail ("UBE") or unsolicited commercial
e-mail ("UCE") (collectively known as spam) nor do we permit
the use, sale, or development of software that intentionally hides or
alters the origin of the sender.
2) The
transmission of unsolicited bulk email thru a 3rd party where a website
hosted on m3 servers is referenced.
3) Maintaining an open SMTP Relay
4) Advertising, transmitting, or otherwise making available any software, program,
product, or service that is designed primarily to assist or facilitate
in the transmission of UBE/UCE including:
- the
facilitation of the sending of spam -
the sale, offer to sell, advertisement or distribution of spamware and
- the initiation of pinging, flooding, mailbombing, denial of service
attacks, and piracy of software
5) the sale of bulk e-mailing lists containing unauthorized and/or
unconfirmed e-mail addresses and
6) the sale of other spam-friendly material
VII.
Privacy:
M3 will make
every effort to protect the privacy of M3's clients. M3 will not
reveal personal information regarding its clients. M3 cannot however protect
privacy through the Internic registration database as this information
is open to the public.
VIII.
Termination:
This Agreement
may be terminated by either party, without cause, by giving the other
party 30 days written notice. Written notice may be by postal, M3 form
or fax transmission. Media3 reserves the right to verify all cancellations
before terminating service. Notwithstanding the above, M3 may terminate
service under this Agreement at any time, without penalty, if the Client
fails to comply with the terms of this Agreement.
IX. Limited
Liability:
1. Client
expressly agrees that use of M3's Service is at Client's sole risk. Neither
M3, its employees, affiliates, agents, third party information providers,
merchants licensers or the like, warrant that M3's Server service will
not be interrupted or error free; nor do they make any warranty as to
the results that may be obtained from the use of the Server service or
as to the accuracy, reliability or content of any information service
or merchandise contained in or provided through the M3 Server service,
unless otherwise expressly stated in this Agreement.
2. Under
no circumstances, including negligence, shall M3, its officers, agents
or any one else involved in creating, producing, maintaining or distributing M3's
Server service be liable for any direct, indirect, incidental, special
or consequential damages that result from the use of or inability to
use the M3 Server service; or that results from mistakes, omissions,
interruptions, deletion of files, errors, defects, delays in operation,
or transmission or any failure of performance,whether or not limited
to acts of God, communication failure, theft,destruction or unauthorized
access to M3's records, programs or services. Client hereby acknowledges
that this paragraph shall apply to all content, files and backups on M3's servers, services and/or network.
3. Notwithstanding
the above, Client's exclusive remedies for all damages, losses and causes
of actions whether in contract, tort including negligence or otherwise,
shall not exceed the aggregate dollar amount which Client paid during
the previous 24 months of this Agreement and any reasonable attorney's fee and court
costs.
X.
Lawful Purpose:
Client may
only use M3's Server for lawful purpose. Transmission of any material
in violation of any Federal, State or Local regulation is prohibited.
This includes, but is not limited to copyrighted material, material legally
judged or judged in our reasonable opinion to be threatening or obscene,
pornographic, profane, or material protected by trade secrets.
XI. Indemnification:
Client agrees
that it shall defend, indemnify, save and hold M3 harmless from any and
all demands, liabilities, losses, costs and claims, including reasonable
attorneys' fees, ("Liabilities") asserted against M3, its agents, its
customers, servants, officers and employees, that may arise or result
from any service provided or performed or agreed to be performed or any
product sold by Client, its agents, employees or assigns. Client agrees
to defend, indemnify and hold harmless M3 against Liabilities arising
out of (i) any injury to person or property caused by any products sold
or otherwise distributed in connection with M3's Server; (ii) any material
supplied by Client infringing or allegedly infringing on the proprietary
rights of a third party; (iii) copyright infringement and (iv) any defective
product which Client sold on M3 Server.
XII.
Contract Revisions:
Revisions
to this Contract will be applicable to previous Contracts. Revisions will
be considered agreed to by the Client on renewal of Media3 Technologies,
LLC services as specified in Section I. Financial Arrangements.
XIII.
Value Added Reselling:
Clients approved
and authorized as Media3 resellers are allowed to resell the storage and
transfer services provided by M3 as provided for in its standard product
offering. Client agrees to handle and is responsible for all third-party
client's content, support, set-up, maintenance and billing. Client agrees
to having the necessary additional knowledge and skill level required.
Client also agrees that they are responsible for all payments for accounts
brought on by client under the reseller program.
XIV.
Statute of Limitations:
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Media3 services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
XV.
Choice Of Venue:
You agree that any dispute arising under or in connection with this agreement or related to any matter which is the subject of this agreement shall be subject to the
exclusive jurisdiction of the state and/or federal courts located in Massachusetts.
This
Agreement constitutes the entire understanding of the parties. Any
changes or modifications to this Contract thereto are agreed to by
the both parties upon renewal of services.
REV 1.4.0CP 1/03/2014
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