Hosting Master Service Agreement
This Hosting Master Service Agreement (“Agreement”) is a contract between the person or entity using the Company’s Services (“Customer”) and Imperial Technology, Inc., dba MC Services (“Company”) and applies to Customer’s use of the Company’s Services. Customer must read, agree with and accept all of the terms and conditions contained in this Agreement. The Company may amend this Agreement at any time by posting a revised version on its website.
1. Provision of Services.
The Company agrees to provide services (“Services”) to Customer in accordance with the Hosting Service Level Agreement (“HSLA”) entered into by Customer by clicking through the options on the Company’s website in exchange for Customer’s payment for the Services, Customer’s execution and compliance with this Agreement, and Customer’s compliance with the Company’s policies as set forth on the Company’s website from time to time. The providing of the Services shall commence once the Company has received Customer’s payment for the Services. Customer’s purchasing of the Services, by clicking though the options on the Company’s website, shall constitute Customer’s signature for purposes of this Agreement. Customer warrants and represents that Customer shall use the Services only for lawful purposes.
2. Agreement Term.
The initial term of this Agreement shall be from the date of Customer’s initial payment through the remainder of the calendar month in which this Agreement was entered into. The term of this Agreement, after the initial term, shall be one calendar month.
3. Automatic Renewal.
This Agreement shall renew automatically at the end of the prior agreement term unless terminated either by Customer or the Company.
4. Termination without Cause.
Customer may terminate this Agreement at any time, for any reason, by emailing our billing department with Customer’s cancellation request and reason for cancellation to firstname.lastname@example.org.
THE COMPANY SHALL NOT REFUND AMOUNTS ALREADY BILLED FOR THE MONTH IN WHICH CUSTOMER TERMINATES THIS AGREEMENT.
ALL CUSTOMER DATA AND ACCOUNT SETTINGS, INCLUDING, BUT NOT LIMITED TO, WEBSITE CONTENT, DATABASES, AND E-MAIL MESSAGES ARE IRREVOCABLY DELETED UPON ACCOUNT TERMINATION.
The Company may terminate this Agreement at any time, for any reason, by (a) providing written or electronic mail notice of termination to Customer’s e-mail contact address no less than fifteen (15) days prior to the service termination; and (b) refunding or not charging Customer’s credit card account for the monthly services charge for the month in which the Company services terminate.
5. Termination for Cause.
Termination for non-payment shall occur on the sixteen (16th) date following the due date. All of Customer’s rights and obligations shall cease upon termination of this Agreement.
CUSTOMER AGREES TO MAINTAIN AND KEEP CURRENT ALL CONTACT INFORMATION FOR CUSTOMER’S ACCOUNT(S) WHICH IS(ARE) STORED WITHIN COMPANY SERVERS. FAILURE TO MAINTAIN OR KEEP CURRENT ALL CONTACT INFORMATION SHALL BE A VALID GROUND FOR COMPANY TERMINATION OF SERVICES FOR CAUSE.
IF THE COMPANY TERMINATES CUSTOMER’S ACCOUNT FOR A VIOLATION OF THIS AGREEMENT, THE COMPANY’S ACCEPTABLE USE POLICY, OR THE COMPANY’S NO SPAM POLICY, THE COMPANY SHALL NOT BE REQUIRED TO REFUND TO CUSTOMER ANY AMOUNTS BILLED TO CUSTOMER FOR THE MONTH IN WHICH THE COMPANY SERVICES TERMINATE.
6. Payment Terms.
Customer agrees to be billed via Customer’s credit card for all recurring and one-time charges, including late and termination charges, for the Services ordered by Customer and any fees Customer owes to the Company.
A “Term Agreement” means any product or service plan or agreement with Company (whether manually signed or agreed to on-line, including via click-thru) pursuant to which you committed to procure products and services governed by this Agreement for a specified period of time greater than six (6) months. Unless otherwise provided in the Term Agreement or otherwise agreed to by Company in writing, all payments under a Term Agreement shall be made by ACH (or credit card, if permitted in writing by Company). Notwithstanding anything herein to the contrary, Recurring payments under a Term Agreement shall be paid in accordance with the schedule set forth therein (if no schedule is set forth therein, then the monthly recurring payments shall be due and payable one month in advance on the Monthly Billing Date (defined below) and all non-recurring payments (including those for Consumable Services shall be automatically charged to the credit card You have on file with us at the end of the monthly Billing Cycle in which the fees were incurred).
Customer Cancellation after 30 days of Activation: If You cancel any services not covered under a Term Agreement after thirty (30) days of activation, Your cancellation will take effect immediately and You will be charged a cancellation fee equal to the amount of any remaining whole months of services for which You have prepaid (it being understood that there are no refunds for the balance of the month in which You cancel the services).
You are obligated to pay all payments due under a Term Agreement for the entire term of the agreement regardless of whether you cancel the products and services covered thereby prior to the expiration of the term. In the event you do cancel the Term Agreement or the products or services covered thereby prior to the expiration of the term of the Term Agreement, all future payments due thereunder shall be accelerated and become due within fifteen (15) days of the date on which the Term Agreement or products and services covered thereby were canceled.
When you become a Subscriber of Company services, you are automatically subscribed to receive transactional notices about your account, email newsletters and news of special promotions offered through Company and/or in conjunction with Companies partners.
To unsubscribe from Company newsletters and promotional mailings, please update your preferences in your account control panel or contact customer service. You may also unsubscribe through the links provided in promotional email messages sent by Company or on Companies behalf.
The Company shall not be liable for any taxes and other governmental fees to be paid which are related to purchases made by Customer or from the Company’s server. Customer agrees to be fully responsible for all taxes and fees of any nature associated with products or services sold through the use of or with the aid of the Services.
9. Materials and Products.
Any material and data Customer provides to the Company in connection with the Services shall be in a form requiring no additional manipulation on the part of the Company. The Company shall make no effort to validate this material or data for content, correctness, or usability. Material or data that is not in this condition shall be a breach of this Agreement.
The Company may, in its sole and absolute discretion, reject material or data that Customer has placed on the Company’s servers or that Customer requests the Company to put on the Company’s servers. The Company agrees to notify Customer immediately of its refusal of the material or data and provide Customer with an opportunity to amend or modify the material or data to meet the Company’s requirements. Customer’s failure to amend or modify the data or material as directed by the Company within a reasonable time shall be a breach of this Agreement.
10. Liability; No Warranty; Limitation of Damages.
CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK.
The Company, its agents, affiliates, licensors or the like, do not represent or warrant, expressly or impliedly, that the Services will not be interrupted or error free; neither do they make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through the Services, unless otherwise expressly stated in this Agreement.
The Company, its officers, agents, or anyone else involved in providing the Services shall not be liable for any direct, indirect, incidental, special, or consequential damages that result from the use or inability to use the Services; or for any damages that result 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 the Company’s records, programs, or services.
The Company will exercise no control over the content of the information passing through the Company’s network except those controls expressly provided herein.
The Company makes no warranties or representations of any kind, express or implied, for the Services. The Company also disclaims any warranty of merchantability or fitness for a particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries, or service interruptions by any cause or due to your errors or omissions. Use of any information obtained from the Company is to be used at Customer’s own risk, and the Company specifically denies any responsibility for the accuracy or quality of information obtained through the Services. The Company expressly limits its damages for any non-accessibility time or other downtime to the penalties listed in the Company’s Hosting Service Level Agreement. The Company expressly limits its responsibility for any damages arising as a consequence of such unavailability.
11. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights.
Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to Customer. Customer agrees that all right, title, and interest in any product or service provided to Customer is the Company’s. These products and services are only for Customer’s use in connection with the Services as outlined in this Agreement.
Customer expressly warrants to the Company that Customer has the right to use any patented, copyrighted, or trademarked material which Customer uses, posts, or otherwise transfers to the Company servers.
12. Hardware, Equipment, and Software.
Customer is responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access the Company servers. The Company makes no representations, warranties, or assurances that Customer’s equipment will be compatible with the Company’s servers.
Customer agrees that Customer shall defend, indemnify, save, and hold the Company harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, asserted against the Company, its agents, 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 Customer, or Customer’s agents, employees, or assigns.
Customer agrees to defend, indemnify, and hold harmless the Company against liabilities arising out of:
(i) any injury to person or property caused by any products sold or otherwise distributed in connection with the Services;
(ii) any material supplied by Customer infringing or allegedly infringing on the property or proprietary rights of a third party;
(iii) copyright infringement; and
(iv) any defective product which Customer sold or distributed by means of the Services.
Customer agrees that the liability limit of the Company shall in no event be greater than the aggregate dollar amount which Customer paid during the term of this Agreement (as renewed from time to time); provided, however, the aggregate amount shall not exceed a total of one year’s fees for the Services.
Governing Law; Jurisdiction; Forum: This Agreement shall be governed by and construed in accordance with the laws of the state of Wisconsin without regard to its conflicts of laws or principles. You agree, in the event any suit is brought in connection with the Company’s provision of the Services to Customer, to submit to the jurisdiction of the state of Wisconsin, and agree to the courts of Waukesha County, Wisconsin as the appropriate forum.
Severability: In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
Waiver: No waiver by the Company of any breach by Customer of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing and then only to the extent expressly set forth in such writing.