synergymax Terms of Service
1. Customer responsibilities to the contract:
- Customer agrees to pay all charges found in the Service Order.
2. synergymax fulfillment and responsibilities to the contract:
- synergymax will provide Internet connectivity services (bandwidth) in accordance to the Service Order.
The Client certifies that he or she is at least 18 years of age.
Terms of the contract
4. Service Order:
The Service Order shall initiate the provision of services pursuant to this Agreement. The Service order shall outline the hardware, bandwidth, IP's, technical support, Software requirements, DNS, data-centre, and administrative and billing information to the contract. The Service Order is a binding agreement between the parties and replaces any other agreements made between the parties.
5. IP Addresses:
synergymax will allow the use of IP addresses to the customer for the length of the contract. These IP addresses are the sole property of synergymax and will be retained after service has ceased. synergymax does reserve the right to change the customer IP address designation at any time.
6. Software License and Rights:
During the term of a Service Order, synergymax grants Customer a non-transferable, nonexclusive license to use the Software, in object code form only, for its internal needs, to be used solely on the Hardware provided, and solely in conjunction with the Services. Customer agrees that it will not, directly or indirectly:
- copy the Software, except as is necessary to install on Hardware and for internal, archival purposes. In the event Customer makes any copies of the Software, Customer shall reproduce all proprietary notices on such copies.
- reverse engineer, decompile, disassemble, modify or otherwise attempt to derive source code from the Software.
8. SERVICE INTERRUPTIONS:
synergymax shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services. Customer understands and agrees that occasional temporary interruptions of any Internet Services may occur as normal events in the provision of the Internet Services. synergymax agrees to exercise reasonable care to prevent such occurrences; however, under no circumstances will synergymax be held liable for any financial or other damages due to such interruptions. In no event shall synergymax be liable to Customer or any other person for any special, incidental, consequential or punitive damages of any kind, including, without limitation, refunds of fees, loss of profits, loss of income or cost of replacement services.
9. PRICING AND PAYMENT TERMS:
The full amount of the Initial Cost as reflected in the Service Order, plus charges for the first billing period of Services, are due and payable to synergymax upon the acceptance of the Service Order. Thereafter, Customer will pay in advance charges for each billing period. The recurring billing date shall be the date that the account release notification is e-mailed or faxed to the customer. For accounts that are paid by credit card, Customer authorizes synergymax and its agents to charge recurring billing on the recurring billing date, until Customer gives written notice otherwise to synergymax or until the expiration or termination of a Service Order
Customer must notify synergymax in writing of any disputed charges within 30 days of the date of the billing for such charges. If Customer does not notify synergymax within that time period, Customer has waived any right to dispute such amounts, either directly or as a set-off, recoupment or defense in any action or efforts to collect amounts due to synergymax -. Collection. All accounts more than 30 days past due will be charged interest from the due date of the lesser of (i) 2% per month on the past due amount; or (ii) the highest legal rate of interest. synergymax may suspend, interrupt, or terminate Services on any account that is past due by more then thirty (30) calendar days, by disabling telnet/ftp access and/or disabling the connection to the server. In the event of disconnection, Customer must pay synergymax a telnet disable fee of $5.00 or a disconnection fee of $10.00 reinstatement fee as a condition of reactivation of the Services, in addition to full payment of the balance due on the account. Reactivation of service will only be performed during synergymax regular business hours (Monday through Friday, 9:00 a.m. to 6:00 p.m. EST). All accounts that have not been paid in full may be sent to a collection agency. The Customer is responsible for paying all costs of collection, including, but not limited to reasonable attorneys' fees and, where lawful, collection agency fees. All accounting issues should be addressed to synergymax.
synergymax shall not increase the prices for Services during the initial term of any Service Order, but may thereafter change prices. synergymax will give Customer sixty (30) days notice prior to increasing the prices for Services.
10. Independent Contractor:
The relationship of synergymax and Customer under this Agreement is that of independent contractors and not partners, joint venture's, or co-owners as participants. Neither party has authority to contract for or bind the other.
Any notice hereunder shall be in writing and shall be given by registered, certified or Express mail, or reliable overnight courier (such as FedEx)/ via electronic mail addressed to the addresses in this Agreement, or by facsimile. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid. Either party may change its address for notice by means of notice to the other party given in accordance with this Section.
Customer may not assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be void and a default of this Agreement.
13. Governing Law and Forum:
This Agreement shall be governed and interpreted according to the internal laws of the State of California, excluding choice of law provisions. For all disputes arising out of or related to this Agreement or Service Orders, the parties irrevocably consent to the exclusive jurisdiction of the Courts of California. Customer's address for purposes of service of process shall be the address designated for notices in this Agreement. In connection with all actions in which synergymax is awarded amounts due from Customer, synergymax shall be awarded (either in that action or by way of a separate action) its costs and expenses of litigation (including reasonable attorneys' fees), through trial and appeal.
synergymax may include Customer's name and contact information in directories of synergymax service subscribers for the purpose of promoting the use of the Services by customers generally. synergymax will not use Customer's name or other identifying information in any other advertising or promotional materials, without the prior written consent of Customer, which may not be unreasonably withheld.
Customer shall defend, indemnify, and hold harmless synergymax from and against all liabilities, judgments, claims, damages, settlements, expenses and costs (including reasonable attorneys' fees and litigation expenses) arising out of or relating to any breach of this Agreement or Service Orders by Customer. Customer and Synergymax will promptly notify each other upon receipt of any third party claim or legal action arising out of or relating to this Agreement or Service Orders.
16. LIMITATION OF LIABILITY:
synergymax liability (including, for purposes of this paragraph only, any of it employees, agents, or representatives), to Customer (either directly or as a third party defendant in any action or proceeding) for any claim arising out of or relating to this Agreement or Service Orders or the provision of any Services under Service Orders (including, without limitation maintenance and support) shall be limited to the amount of fees paid by Customer to synergymax under this Agreement within one year preceding the date Customer contends its claim arose. In no event shall synergymax be liable for any loss of data, loss of profits, cost of cover, or any other special, incidental, consequential, indirect or punitive damages, however caused and regardless of theory of liability. This limitation will apply even if synergymax has been advised of, or is aware of, the possibility of such damages.
17. DISCLAIMER OF WARRANTIES:
synergymax specifically disclaims all implied warranties, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Except as otherwise provided in this Agreement, any written materials by synergymax, or information on synergymax web site, shall be for informational purposes only and, whether delivered or disseminated before or after the date of this Agreement, shall not create any express or implied warranties, guaranty of performance, or contractual obligations.
synergymax retains the right to change any or all of the above Policies, Guidelines, and Disclaimer without notification.
This document is subject to change - Last updated Sunday 29th September 2002
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