Master Service Agreement
This agreement (“Agreement”) is between wholesale hosting service provider Web 2 Market, Inc. (“Web 2 Market”) at 5628 West 120th Street, Alsip, IL, and the Customer (“Customer”) specified in the electronic order form annexed herein by reference (“Order”). The agreement is made effective as of the date of the order.
The parties agree as follows:
Overview
This agreement in conjunction with the Web 2 Market Acceptable Use Policy annexed herein by reference (AUP) is intended to cover any and all services provided by Web 2 Market and received by the Customer. This service agreement and annexed AUP together, contain the entire understanding between Web 2 Market and Customer with respect to the services (“Services”) described in the Order and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between Web 2 Market and Customer. Customer acknowledges and agrees that its entire right relating to Web 2 Market Services are as set forth in this agreement and hereby waives all other rights that it may have by implication of law or otherwise.
- Services
Subject to the terms and conditions of this agreement, Web 2 Market agrees to provide the hosting services specified in the Order. Subject to Customer’s right to terminate this agreement in accordance with Section 4.3 of this agreement, Web 2 Market may expand or contract the scope of Web 2 Market’s services by issuing an amended order form to the Customer in advance of such change. - Initial Term
The initial term of this Agreement is stated in the Order (“Initial Term”). The Initial Term shall not commence until Web 2 Market accepts and confirms the completed order form from the Customer and until the first payment as set out in the Order is made in full by the Customer for Services to be provided during the Initial Term. Web 2 Market reserves the right to reject any order in which case money collected will be refunded/reversed. - Renewal Term
Unless terminated by Web 2 Market or in accordance with Section 4.3 of this Agreement, this Agreement will automatically renew for successive terms of equal length to the Initial Term at the applicable rate and discounts. - Fees and Payment
The Customer agrees to pay Web 2 Market, without limitation, for services provided. The customer is fully responsible to ensure payment of any and all amounts due, are paid on time independently of receiving any invoices or billing notifications from Web 2 Market.
Invoices may be provided as a courtesy to Customer by any or none of the following: email or upon request fax or mail. Web 2 Market assumes no responsibility for invoices lost or not received. Dollar amounts and costs indicated for all Web 2 Market services are in US currency unless otherwise stated. Payment for all Web 2 Market services is billed and due a minimum of thirty (30) days in advance. Web 2 Market reserves the right to refuse acceptance of any form of payment or terms. Service and/or handling fees above and beyond those listed may apply at the discretion of Web 2 Market.
Overdue Accounts – Overdue accounts may, at the discretion of Web 2 Market, be issued a late payment reminder and/or 72-hour disconnection warning notice. Overdue accounts may be suspended/disconnected from the Internet for a period of 72 hours. Disconnected accounts are canceled automatically after 72 hours unless: payment is received in full or alternative, suitable arrangements are made with Web 2 Market. A minimum $25 reconnection fee will be charged on all accounts reconnected after being suspended/disconnected. Any payment not received within fifteen (15) days of the invoice date of the Initial Invoice date will accrue interest at a rate of one and one-half percent (1-1/2%) per month, or the highest rate allowed by applicable law, whichever is lower. Customer also shall pay to Web 2 Market all expenses incurred by Web 2 Market in exercising any of its rights under this Agreement or applicable law with respect to a Payment Default or other breach by Customer, including, but not limited to, reasonable attorneys’ fees and the fees of any collection agency retained by Web 2 Market.
Other Charges – Customers will pay all sales and value-added taxes, duties, or levies imposed by any authority, government, government agency or commission, or crown corporation in connection with the Web 2 Market web hosting and related services as provided under this agreement. Customers are responsible for collecting such taxes, duties, or levies from end users as imposed by authority, government, government agency or commission, or crown corporation. Web 2 Market reserves the right to charge the Customer standard hourly rates of $120/hour US ($60 minimum per instance) to cover the resolution of excessive or unusual problems or complaints.
Cancellation Policy
All hosting contracts, unless otherwise negotiated, are month-to-month. The cancellation of any month-to-month hosting contract by the Customer must occur at least 30 days prior to the requested cancellation date. There are no partial refunds or credits for early cancellations. All payments to Web 2 Market are final and non-refundable.
Acceptable Use Policy
Customers shall at all times comply with and help ensure that they and their clients comply with the terms and conditions of the current version of the Acceptable Use Policy (AUP) posted at www.Web2Market.com. The customer agrees that Web 2 Market may amend the terms of the AUP from time to time by posting a new or different version of the Acceptable Use Policy at www.Web 2 Market.com. The Customer shall include the terms and conditions set out in the Acceptable Use Policy in Acceptable Use Policy with its own clients. Violation of the terms set forth in Web 2 Market’s AUP will result in an immediate and indefinite suspension of Customer’s services solely at the discretion of Web 2 Market.
99.99% Uptime Guarantee
Web 2 Market endeavors to provide the most reliable network infrastructure possible to its Customers. To Customers in good financial standing with Web 2 Market, we guarantee that our network is available 99.99% of the time in a given month, excluding scheduled maintenance. The network is defined as core network infrastructure excluding the hardware, services, and software running on your server. Network downtime is measured from the moment the Customer notifies a Web 2 Market support representative of a network failure to the time the server responds to an FTP (File Transfer Protocol) request. Notification of network failure must occur at the time of the outage and not after the fact. If network downtime exceeds .01% in a given month, the Customer will be credited 5% of their monthly hosting fee and an additional 5% for each additional 2 hours of downtime up to 50% of the Customer‘s monthly hosting fee. Credits shall not be provided to the Customer if network downtime is the result of a) scheduled maintenance b) circumstances beyond Web 2 Market’s reasonable control, including, but not limited to: dDOS or other network attacks, upstream or 3rd party network outages, war, fire, flood, sabotage, labor disturbance, acts of government, acts of god or c) breaking this Agreement or Web 2 Market’s Acceptable Use Policy. A request for a refund must be submitted within 7 business days of a service interruption.
Temporary Service Suspension
The Customer agrees that it may be necessary for Web 2 Market to temporarily suspend services for technical reasons or to maintain the Web 2 Market network, the Equipment or any other facilities, the timing of which will be as determined by Web 2 Market. Such suspension of the Services will not be an interruption of the Web 2 Market Services for the purpose of calculating network availability or the Customer’s entitlement to credit for network interruption.
Emergency Service Suspension
Web 2 Market may interrupt the Services at any time for any duration of time, without penalty or liability for any claim by the Customer, where necessary to prevent improper or unlawful use of Web 2 Market Services or network. Such suspension of Services will not be an interruption for the purpose of calculating network availability or the Customer’s entitlement to credit for network interruption.
Data Backups
Web 2 Market offers data backup services for your critical data files. We make every effort to ensure the reliability of this process. However, because of technical issues regarding backups on live servers and the possibility of data corruption on backup and restore, Web 2 Market cannot guarantee any data can be fully restored. The Customer will hold Web 2 Market without penalty or liability for any claim resulting from a failed backup and/or restore procedure.
Compromised/Hacked Server
A compromised or “hacked” server is a serious threat to our network. Web 2 Market, at its sole discretion, will take any and all measures to prevent a compromised server from doing additional damage to its own system and files or to the rest of the network.
The determination that a server has been compromised:
By the Client – If you believe your system may have been hacked, immediately report the situation to Web 2 Market technical support. Web 2 Market will examine your system and may implement additional monitoring of your system.
By Web 2 Market – If a Web 2 Market System Administrator believes a server on our network is compromised, Web 2 Market will: 1) disconnect the server from the network, 2) contact the client, and 3) provide evidence of the server being “hacked”
Proprietary Rights
The Customer shall not display or otherwise use any trademark, trade name, logo, symbols, coined word or combination of words used by Web 2 Market or permit the same to be displayed or otherwise used in connection with any business conducted or controlled by the Customer except as may be specified or approved by Web 2 Market in writing.
Termination of Agreement
If Customer breaches any of its obligations under this agreement or the Acceptable Use Policy (AUP) then Web 2 Market may terminate this agreement at any time and without prior notice.
Discretionary Suspension or Cancellation of Services
Web 2 Market reserves the right to refuse, suspend or cancel services provided to Customer for any reason Web 2 Market deems necessary or warranted, including but not limited to, abusive or belligerent behavior, excessive administrative issues, consistent delinquent or late payments. Web 2 Market may exercise this right at any time without prior warning or further explanation to Customer.
Web 2 Market is not responsible for any loss of data or downtime resulting from willful, accidental or mistaken disconnection or cancellation of an account.
Limitation of Liability.
Customer acknowledges and agrees neither Web 2 Market nor any of its members, shareholders, directors, officers, employees, or representatives will be liable for any special, indirect, consequential, punitive, or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If despite the foregoing limitations, Web 2 Market or any of its shareholders, directors, officers, employees, or representatives should become liable to Customer or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of Web 2 Market, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Customer to Web 2 Market for one month of service under this agreement.
Delays and Interruptions.
Web 2 Market SHALL NOT BE LIABLE FOR ANY LOSS OF DATA RESULTING FROM DELAYS, CORRUPTION OF DATA, NON-DELIVERIES, MIS-DELIVERIES, OR SERVICE INTERRUPTIONS. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, AND SUITABILITY OF THE SERVICES, AND Web 2 Market SHALL HAVE NO LIABILITY THEREFORE. EXCEPT TO THE EXTENT OF Web 2 Market’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER Web 2 Market NOR ITS NETWORK SERVICES SUPPLIER WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO Web 2 Market’S OR CUSTOMER’S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF Web 2 Market’S OR ITS NETWORK SERVICE SUPPLIER’S NEGLIGENCE.
Consequential Damages.
EXCEPT FOR THE PARTIES’ INDEMNITY OBLIGATIONS IN SECTION 8, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE.
Notwithstanding anything else to the contrary contained in this Agreement, Web 2 Market’s maximum aggregate liability to Customer for any claim related to, or in connection with, this Agreement, whether in contract, tort, or otherwise, shall be limited to the total amount of fees actually paid by Customer to Web 2 Market for the prior three (3) months.
Indemnity.
Customer will indemnify and save harmless Web 2 Market and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs, and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against Web 2 Market or any of its members, shareholders, directors, officers, employees, and representatives in connection with Customer’s negligence, activities or omissions, or breaches of its obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Customer.
Governing Law.
This agreement shall be interpreted in accordance with and be governed in all respects by the laws of the State of Illinois and the laws of the United States of America applicable therein. The courts of Illinois shall have non-exclusive jurisdiction to entertain any action or proceeding brought by the parties in connection with this agreement or any alleged breach of this agreement. The parties each attorney irrevocably to the jurisdiction of such courts.
Customer Acknowledgment.
The customer acknowledges that it accepts all risks of any unauthorized or illegal use of the Web 2 Market network or any inter-connected network by third parties. Web 2 Market provides no warranties, makes no representations, and accepts no liability for unauthorized or illegal access or interference with the Customer’s server/network.
Electronic Commerce.
The Customer is solely responsible for all aspects of their online store or e-business. This includes, but is not limited to:
The accuracy of statements and materials related to your products and/or services.
The accurate calculation and application of shipping and sales tax.
Processing Customer orders, inquiries, and complaints.
Maintaining the confidentiality of Customer’s client credit card numbers and private information.
IP Address Ownership and Usage.
Web 2 Market assigns IP (Internet Protocol) addresses to Customers for their use. Customers have no right to use Web 2 Market IP addresses not assigned to them, to move IPs between different servers or accounts, or in ways not permitted by Web 2 Market. Web 2 Market maintains ownership of all IP addresses that are assigned to Customers and reserves the right to change or remove them at its sole and absolute discretion. Typically, however, these changes are rare and made only at the request of ARIN or an upstream provider. PLEASE NOTE: The allocation of IP addresses is restricted by the policies of ARIN. These policies dictate that name-based hosting MUST be used whenever possible. Web 2 Market reserves the right to periodically review IP address usage and revoke authorization to use those IP addresses not being utilized or where name-based hosting could be used.
Web 2 Market Administrative Account and Software.
For the purposes of Datacenter, Network, Server maintenance, inventory, and related activities, Web 2 Market staff and management retain the right to administrative access to any and all dedicated, Virtual Private, and shared servers on their network. To facilitate this, all Web 2 Market servers may include a Web 2 Market administrative account and/or daemon designed for these purposes.