General
Entire Agreement
This agreement supercedes all agreements, any conflicting articles will conform to this document. Any written or oral arrangements prior to the date of the publishing of this document which are contradicted by this document are as such made void.
Legal
Except for the payment of fees by Client, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
This Agreement shall be governed in all respects by the laws of Canada without regard to its conflict of laws provisions, and Client and Provider agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the appropriate provincial or national court located in British Columbia, Canada, and Client and Provider hereby submit to the jurisdiction of such courts.
Client shall not assign, without the prior written consent of Provider, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement.
Provider has the right to modify this Agreement. Any modification is effective immediately upon either a posting on the website (http://www.iperspectives.com/terms), or upon notice by electronic mail, or postal mail. Client's continued use of the Provider's Service following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). Client's only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Provider in providing the Services, including, without limitation, (i) any change in the content of the Services, or (ii) any change in the amount or type of Service Fees, is to terminate this agreement by delivering notice to Provider. Such notice will be effective upon receipt by Provider.
Where agreement, approval, acceptance, consent or similar action by either Party hereto is required by any provision of this or any Agreement between the parties, such action shall not be unreasonably delayed or withheld beyond a period of 15 days. Such withholding shall be deemed a Material Breach.
All provisions of this Agreement relating to Client warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.
Payment Terms
Time limits
Payment terms are Net payable within 30 days from Invoice.
If, after 30 days from invoice date, full payment has not been received, the provider will be authorized to:
- Cease any ongoing Development work
- Terminate of all Development timelines, to be replaced with timeline at sole discretion of provider
- Refuse any new development work
- Reduce to Zero maintenance time banks for hosting & maintenance contracts
- Withhold from launch any completed and unpublished work.
- Reduce hosting accounts to a "Tier 3 limited access" level.
If, After 45 days from invoice date, full payment has not been received, the provider will be authorized to:
- Cease all development work
- Require the dismantling of any published completed work that is unpaid.
- Temporarily suspend hosting account without refund for down time.
If, After 60 days from invoice date, full payment has not been received, the provider will be authorized to:
- Recall or Demand recall of Outstanding Development work
- Inform End users & General Public of Recall & reason thereof
- Recall or Take ownership of any outstanding domain name
- Termination of Hosting account without refund for remaining time, balance from hosting account will be applied to outstanding balance.
These deadlines are to be applied at the sole discretion of the provider and the non-implementation of any of the above does not terminate the right of the provider to do so at its convenience. Full account status will be restored only after full payment is made and approval by provider.
Disputes of Invoices (requirements for dispute)
Disputes for any invoice are required within 15 days of Invoice date in either writing or email form. A valid reason for a dispute would include only a) original quote from provider detailing exact same services for differing amount of time/cost b) written override from provider of stated costs c) written discount offered from provider. If a dispute is not deemed to meet these criteria, it will not be considered valid and the original invoice will become due according to the above schedule .
Payment methods
Payment methods are required to be one of the following methods: Cash, Check or Money order, Bank Wire Transfer or Credit Card. Any other form of payment requires the written approval of the provider.
Hosting
Content
Client assumes sole responsibility for (a) acquiring any authorization(s) necessary for hypertext links to third party web sites, (b) the accuracy of materials on the Web Site, including, without limitation, Client Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (c) ensuring that the Client Content does not infringe or violate any right of any third party (d) ensuring no content of the website does not include any material which is obscene, libelous, pornographic, threatening, malicious or which constitues a hate crime.
Notwithstanding the foregoing, Provider reserves the right, in its sole discretion, to exclude or remove from the Web Site any hypertext links to third party web sites, any Client Content on the Web Site, or other content not supplied by Provider which, in Provider's sole reasonable discretion, may violate or infringe any law or third party rights or which otherwise exposes or potentially exposes Provider to civil or criminal liability or public ridicule, provided that such right shall not place an obligation on Provider to monitor or exert editorial control over the Web Site.
Backup
Client shall be responsible for maintaining its own content via FTP (file transfer protocol). Client also assumes responsibility for backups including, but not limited to, their website and email. Provider will provide backup in accordance with industry accepted standards of due diligence, but does not guarantee the integrity or usability of these backups.
Packages
Client will select one of the service plans offered by Provider, and agrees to receive services according to the service plan selected.
Warranty
PROVIDER'S SERVICE IS PROVIDED ON AN 'AS IS, AS AVAILABLE' BASIS.
PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF PROVIDER HAS BEEN ADVISED BY CLIENT OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IF PROVIDER'S SERVICE TO CLIENT IS DISRUPTED OR MALFUNCTIONS FOR ANY REASON, PROVIDER SHALL NOT BE RESPONSIBLE FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE, BEYOND THE FEES PAID BY CLIENT TO PROVIDER FOR SERVICES, DURING THE PERIOD OF DISRUPTION OF MALFUNCTION.
Resources
Client may not initiate the following on provider's servers:
· any process that requires more than 8Mb of memory space, more than 30 CPU seconds, or use more than 5% of all available system resources at any time;
· any type of interactive real-time chat applications that require server resources;
· stand-alone, unattended server-side processes at any point in time on the server;
· any software that interfaces with an IRC (Internet Relay Chat) network; and remote access to databases located on the Provider's servers.
Spam
Client shall not send unsolicited bulk e-mail, commonly know as spam, from or through their account. Any use of Client's account to send unsolicited bulk e-mail shall be a material breach of this agreement and shall be grounds for immediate cancellation of Client's account without notice or refund. Any charges related to spam will be charged to the customer.
Availability
The Web Site shall be accessible to third parties via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Hosting Services due to causes beyond the control of Host or which are not reasonably foreseeable by Host, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures. In the event of any loss or interruption of Hosting Services, Client's sole and exclusive remedy and Host's sole and exclusive liability for any loss or interruption of Hosting Services shall be as follows: for loss or interruption of Hosting Services which is due to (i) causes other than scheduled maintenance and required repairs, or (ii) causes beyond the control of Host, or (iii) causes which are not reasonably foreseeable by Host, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, which loss or interruption of Hosting Services exceeds a period of three (3) hours and thirty-six (36) minutes in a month, Client shall receive a credit against future Hosting Services equal to the total amount of Hosting Service fees paid by the Client to the Host in the previous month, excluding setup, registration and overusage fees.
Discontinuation
Host may terminate this Agreement at any time and for any reason beyond a material breach by providing written notice of termination to Client and refunding a pro rata portion of fees paid to Client for Hosting Services not yet rendered on the date of termination.
Host reserves the right to refuse or discontinue service to anyone at Hosts's sole discretion. Host may deny you access to all or part of the service without notice if you engage in any conduct or activities that Host in its sole discretion believes violates any of the terms and conditions in this agreement. Host shall have no responsibility to notify any third-party providers of services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification. You agree that Host has the right to monitor the service electronically from time to time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers. Host reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this agreement. Host also reserves the right to refuse refunds in cases where Host believes a material breach or abuse has taken place.
Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement
Term
Term length of Account is given in writing at time of invoicing. The Term may only be extended by either a) written authorization of the provider or b) payment for an extension of term. This agreement will remain in force as long as account is active and in non-default status.
Other Services
Domain Names
As part of the initial Services, Client shall provide Provider with a registered domain name, or Provider shall register domain name(s) selected by Client provided that such domain name is available for registration and does not violate any ICANN or other registration services' policies, or any law or regulation. Client agrees to promptly reimburse to Provider any fees paid by Provider to a domain-name registrar or other registration services with respect to the registration and maintenance of such domain name.
ICANN
Provider shall not be liable for any domain-name disputes which Client may enter into or otherwise encounter. Such disputes shall be governed by the relevant ICANN dispute procedures adopted by the domain-name registrar with which Client's domain-name has been registered. |
