Legal Information Regarding iNamics
The iNamics trademark is owned & operated by iNamics, a privately held Delaware
corporation with headquarters in Chagrin Falls, Ohio, just outside of Cleveland,
where the company maintains a data center. If you have a question regarding any
of our domains, applications, tools, products or services, please write to: P.O.
Box 2, Chagrin Falls, OH 44022. If you would like to have your url listed at any
of our domains, call us at (216) 916-0196 (voice), (800) 368-7416 (Toll-Free) or
send
us a message. If you wish to reach iNamics Corp. by fax, please use this number:
(216) 923-1322.
iNamics Legal Notice Pertaining to its Web Site
Hereafter, we refer to iNamics as "the Company".
Information and Accuracy: Information and services provided at
the internet domain iNamics.com is provided "AS IS" without warranty of
any kind, either express or implied, including but not limited to, implied warranties
of merchantability, fitness for a particular purpose, or non-infringement.
No Liability: In no event will the Company be liable to any party
for any direct, indirect, punitive, special, confidential or other consequential
damages arising directly or indirectly from any use of this internet resource, even
if the Company is expressly advised of the possibility of such damages.
Copyright Notice: This web site is subject to the protection of
the copyright laws of the United States and other countries. You may not reproduce
any part of this web site without the prior written permission of the Company and
its affiliates.
Trademarks: iNamics TM, the iNamics logo, and other names, logos,
icons and marks identifying products and services referenced herein are trademarks
of the Company and its affiliates and may not be used without the prior written
permission of the Company and/or its affiliates. Third-party use of any such trademark
must comply with the Company's trademark policy. Other product or company names
referred to herein are trademarks of their respective owners.
Links to Other Sites: Information on this web site contains links
and references to other sites. Other sites may contain links or references to this
site. The Company does not endorse, and is not responsible for, any product or service
offered by any entity other than itself.
Comments: Any comments or materials sent to the Company regarding
this web site may be used by the Company without liability, and without compensation
or attribution to the sender. The Company may reproduce, use, disclose, exhibit,
display, transform, create derivative works and distribute such content or materials
to others without limitation.
Regulation E Disclosure: The Company operates all of its web services
in compliance with the Electronic Fund Transfer Act and Regulation E as issued by
the Board of Governors of the Federal Reserve System.
Privacy Policy: Inamics does not send unsolicited email. Nor do
we sell your personal information. Please read our Privacy Policy for a complete explanation of our
privacy policy.
Acceptable Use Policy: Please read our Acceptable Use Policy for a complete explanation
of our acceptable use of our services.
The information in the section below provides legal policies and procedures pertaining
to the named subject matter. Please read the information you need to carefully for
INAMICS HOSTING SERVICES:
INAMICS ONLINE WEB SITE HOSTING, EMAIL AND/OR APPLICATION HOSTING (INCLUDING MICROSOFT
EXCHANGE), SERVER AND DATA HOSTING (HEREUNDER REFERRED TO AS "SERVICE"
OR "SERVICES") INCLUDE A MASTER SERVICE AGREEMENT. PLEASE READ
VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE USING INAMICS' SERVICES.
IF YOU HAVE BEEN BROUGHT TO THIS PAGE BECAUSE YOU ARE IN THE PROCESS OF SIGNING
UP FOR A SERVICE AND DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE CLOSE YOUR
BROWSER AND DO NOT PROCEED WITH ORDERING OR USING THE SERVICE. BY CLICKING "I
AGREE" AND/OR USING INAMICS' SERVICES, YOU AGREE TO BE BOUND BY ALL OF
THE TERMS AND CONDITIONS OF THIS MASTER SERVICES AGREEMENT, APPENDIX
A: MICROSOFT SOFTWARE USE-TERMS AND CONDITIONS AND INAMICS' ACCEPTABLE USE
POLICY, INAMICS' SERVICE LEVEL AGREEMENT (THE "SERVICE
LEVEL AGREEMENT"), INAMICS' PRIVACY POLICY AND INAMICS' NO-SPAM
POLICY, (COLLECTIVELY, THIS "AGREEMENT").
This Master Service Agreement is by and between iNamics, Corp. ("iNamics"),
with offices at 87 East Washington Street, Chagrin Falls, OH 44022, and the individual,
corporation, partnership, association, joint-stock company, trust, un-incorporated
organization, or government or political subdivision which is utilizing iNamics'
web site hosting, email and/or application hosting (including Microsoft Exchange)
and data hosting and/or other services provided hereunder ("You"). In
consideration of the mutual promises, covenants and agreements hereinafter set forth,
iNamics and You agree as follows: Use hosting and/or other services provided hereunder
(the "Services") only for lawful purposes. In the event that Your use
of the Services violates any law, rule or regulation, iNamics shall have the right
to immediately terminate your services provided and any agreement between You and
the Company shall be terminated, subject to written notice and thirty (30) days
opportunity to cure.
1. Provision of Services:
iNamics agrees to provide the Services to You in accordance with the Company's
Service Level Agreement. You hereby agree to comply with the terms and conditions
of this Master Services Agreement, the Appendix A: Microsoft Software Use-Terms
and Conditions (attached hereto), iNamics' Acceptable Use Policy, Privacy Policy
and No-Spam Policy, each of which are Corporated by reference herein. YOU SHALL
AT ALL TIMES PROVIDE AND KEEP iNamics CURRENT AND UP-TO-DATE YOUR CONTACT, CREDIT
CARD (IF APPLICABLE) AND BILLING INFORMATION.
2. Term:
The Agreement term is either the Initial Term or Renewal Term (each, a “Term”) as
defined herein.
2a. Monthly Plan Agreement Term:
For Monthly Plans, the Initial Term is defined as the period from the date of Your
initial payment or execution of this Agreement, whichever occurs earlier, through
the remainder of the calendar month in which this Agreement was executed. The Renewal
Term for Monthly Plans is defined as one calendar month beginning at the end of
the Initial Term and each subsequent calendar month thereafter.
2b. Prepaid Hosting Plan Agreement Term:
For Prepaid Hosting Plans, the Initial Term is defined as the period from the date
of Your initial payment or execution of this Agreement, whichever occurs earlier,
through the next twelve (12) calendar months. The Renewal Term for Prepaid Hosting
Plans is defined as the twelve (12) month period beginning at the end of the Initial
Term and each subsequent twelve (12) month period thereafter.
2c. Automatic Renewal:
This Agreement shall renew automatically at the end of the prior Term unless terminated
in accordance with this Agreement either by You or by iNamics. When a new Term begins,
the then current Master Service Agreement and Service Level Agreement shall replace
in their entirety the previous Master Service Agreement and Service Level Agreement.
The then current Master Service Agreement and Service Level Agreement shall be considered
this "Agreement". Please review the then current Master Service Agreement
and Service Level Agreement from time to time so that You will be apprised of any
changes.
3. Termination by You without cause
3a. Prepaid Hosting Plan:
For prepaid hosting plans, You may terminate Your account without cause prior to
the end of the then current Term. iNamics requires that You provide the Company
with a 30 day written notice to do so.
3b. Monthly Plan:
For monthly plans, You may terminate this Agreement according to the structure of
the plan purchased, without cause, by following the termination procedure outline
in the service level agreement, prior to the beginning of any Renewal Term. If You
terminate without cause a monthly plan prior to the end of the then current Term,
iNamics shall not be required to refund to You fees already paid.
3c. Refunds/Fees for Termination by You without cause: Fees for non-recurring
services and set up fees shall not be refunded. Any fees previously waived or discounts
applied may be reinstated if You terminate the account for no cause during the term
or if You breach this Agreement.
4. Termination by iNamics without cause:
4a. Without Cause: iNamics may terminate this Agreement without cause by
providing written or electronic mail notification of termination to Your provided
or Your Administrative email contact address not less than sixty (60) calendar days
prior to the effective termination date.
4b. Monthly Plan: For monthly plans, if the effective termination date occurs
prior to the end of the Agreement Term, iNamics shall refund or not charge You the
monthly fees for the month in which Services terminate.
4c. Prepaid Hosting Plan. If the Company terminates a Prepaid Hosting Plan
prior to the end of the then current Term without cause, a refund equal to the prepaid
hosting fees attributable to the remaining month(s) PLUS the fee for the month in
which the contract is terminated LESS any unpaid fees shall be issued within thirty
(30) calendar days of account termination to the credit card on record at time of
termination. This refund shall be Your sole remedy for iNamics' early termination
of the Agreement without cause.
5. Termination for Cause:
5a. By You: To terminate Your account for an iNamics' violation of the
terms of this Agreement or the Service Level Agreement, You shall provide to iNamics'
Legal Department in writing, via email (customerservice@iNamics.net) or via certified
mail, the details of iNamics' violation and allow iNamics thirty (30) days to
cure any such violation prior to termination of Your account.
5b. INAMICS MAY TERMINATE SERVICES TO YOU, SUBJECT TO WRITTEN NOTICE AND THIRTY
(30) DAY OPPORTUNITY TO CURE, (TERMINATION FOR CAUSE) FOR ANY OR ALL OF THE FOLLOWING
REASONS: 1) ANY MATERIAL BREACH OF THIS AGREEMENT, WHICH INCLUDES BUT IS NOT LIMITED
TO FAILURE TO MAKE PAYMENT WHEN DUE, VIOLATION OF THE INAMICS' ACCEPTABLE USE
OR NO SPAM POLICIES; OR ANY NON-MATERIAL BREACH OF THIS AGREEMENT WHICH REMAINS
UNCURED BEYOND A REASONABLE TIME AFTER BREACH NOTIFICATION; AND FAILURE TO PROVIDE
AND KEEP CURRENT ALL ADMINISTRATIVE CONTACT AND BILLING INFORMATION. 2) IN THE EVENT
OF TERMINATION FOR CAUSE, INAMICS SHALL NOT REFUND ANY PAID FEES. TERMINATION FOR
CAUSE WILL NOT CANCEL OR WAIVE ANY FEES OWED TO INAMICS PRIOR TO ACCOUNT TERMINATION.
6. Liquidated Damages: You hereby acknowledge that iNamics' damages in
the event of Your termination without cause or iNamics' termination for Your
breach will be difficult to ascertain. Therefore, the parties hereby agree that
in the event that You terminate this Agreement without cause or iNamics terminates
this Agreement for cause prior to the end of the then current Term:
6a. You shall pay liquidated damages equal to the lesser of (a) two months of the
then current monthly fees, or (b) the then current monthly fees for the remainder
of the Term. In the event of iNamics' termination for cause, the liquidated
damages shall be in addition to whatever rights and remedies are available to iNamics
at law or in equity. If You terminate a Prepaid Hosting Plan prior to the end of
the then current Term without cause, a refund equal to the prepaid hosting fees
attributable to the remaining the remaining months, LESS the liquidated damages,
any unpaid fees, any previously waived fees and any discounts that were previously
taken, shall be issued. Previously waived fees and discounts shall include but not
be limited to, free months of service at signup and any promotional discounts. This
refund will be issued within thirty (30) calendar days of account termination to
the credit card on record at the time of termination. In the event that a refund
is calculated to be less than $1.00 no refund shall be given.
6b. Fees for non-recurring services and set up fees paid in advance by You shall
not be refunded. In the event that You terminate this Agreement prior to the end
of the Initial Term, You shall reimburse iNamics for any fees previously waived
and for discounts granted by iNamics.
7. Following Termination:
TERMINATION OF YOUR ACCOUNT WILL NOT CANCEL OR WAIVE ANY FEES OWED TO INAMICS PRIOR
TO OR UPON TERMINATION. YOUR DATA AND ACCOUNT SETTINGS SHALL BE IRREVOCABLY DELETED
IMMEDIATELY UPON TERMINATION, INCLUDING BUT NOT LIMITED TO, WEB SITE CONTENT, DATABASES,
AND EMAIL MESSAGES. IT SHALL BE SOLELY YOUR RESPONSIBILITY TO SECURE ALL NECESSARY
DATA FROM YOUR ACCOUNT PRIOR TO TERMINATION.
8. Fees, Billing, Taxes, Charges:
8.1 Fees:
The fees set forth in the order form created at the outset of Your account shall
be effective for the Initial Term and each Renewal Term of this Agreement, provided,
that iNamics shall have the right to increase these fees at any time upon thirty
(30) days’ written notice to You. In the event that You do not agree with such fee
increase, You shall have the right to terminate this Agreement upon thirty (30)
days’ written notice, provided, that such notice of termination must be received
within thirty (30) days of date of notice of the fee increase. In the event that
You have paid for services in advance, such increase will be of no effect until
the following renewal term from which You have not paid in advance.
8.2 Billing and Payment Arrangements:
iNamics will bill You on a monthly basis for all recurring and onetime fees, including
but not limited to late payment fees, invoice processing fees and returned check
fees. All plan or feature changes must result in a total fee that is equal to or
greater than the prepaid fees remaining at the time of the change. No refunds or
adjustment shall be issued for any plan downgrades or elimination of plan features.
8.3 Payment by Credit Card:
8.3a. For payment by credit card, iNamics shall not provide an invoice to You. You
may view and print an invoice for Your account using the Administrative Control
Panel. On or about the first day of each month, iNamics will apply the current monthly
charges to Your credit card, the number of which You entered on the Billing Information
page.
8.3b. It is Your responsibility to keep Your credit card information up-to-date.
In the event charges to Your credit card fail, iNamics shall email a warning to
Your account billing contacts. If, after seven (7) days, iNamics is unable to bill
Your credit card, iNamics will suspend Your access to the Services. During this
suspension, incoming email as well as existing data will not be affected. After
fourteen (14) days of non-payment from the date Your credit card was initially charged,
iNamics shall have the right to immediately terminate this Agreement.
8.4 Payment by Check:
8.4a. In the event that You apply for and are accepted into iNamics' invoice
program, iNamics will issue You an invoice within the first five (5) days of each
calendar month. Each monthly invoice shall include an invoice processing fee of
$25.00 (twenty-five dollars). Payment by check must be received within fifteen (15th)
calendar days of each month. Acceptance into iNamics' invoice program shall
be at iNamics' sole discretion.
8.4b. Should Your check not be honored by the financial institution, a returned
check fee in the amount of the lesser of $50.00 (fifty dollars) or the maximum amount
allowed by law, will be assessed.
8.4c. In the event You fail to make timely payment for any reason by the fifteen
(15th) calendar day of the month for which the payment is due, Your access to the
server will be immediately suspended after notice and ten (10) days opportunity
to cure. During such suspension, incoming email as well as existing data will not
be affected. After fourteen (14) days of non-payment from the date payment is due,
iNamics shall have the right to immediately terminate this Agreement.
8.4d. In the event that iNamics does not receive payment by the fifteen (15th) calendar
day of the month for which the payment is due, iNamics shall have the right to assess
a late payment fee, equal to the greater of the amount of (1) interest calculated
at the lesser of 18% or the maximum rate permitted by law, or (2) $25.00 (twenty-five
dollars).
8.4e. In the event of a late or dishonored check, You may be required to pay via
Cashier’s Check or money order.
8.5 Excess use:
You shall monitor and maintain Your accounts within all plan-specified limits and
in a manner that does not disrupt the activities of other iNamics customers. In
the event Your usage exceeds the limits for Your account or may disrupt the activities
of other iNamics customers, You agree iNamics may, in its sole discretion, (i) charge
You for such excess usage via Your credit card, or by invoice if You have been accepted
into a check paying program, (ii) upgrade You to a plan or increase the limits on
Your account to address this excess usage, and/or (iii) suspend or terminate Your
account for cause. Usage and associated charges for excess usage shall be determined
based solely upon iNamics' collected usage information. Unused monthly allotments
shall not accrue or carry over from one month to any other month. Upon any upgrade
or increase on the limits of Your Account, You shall be responsible for the new
costs and fees.
8.6 Taxes:
You shall be liable for taxes, governmental fees and assessments to be paid related
to fees and charges arising in connection with the Services delivered to You.
9. Modification of Terms:
iNamics may update, amend, modify or supplement the terms and conditions of this
Agreement from time to time without notice to You. You can review the most current
version of this Agreement by returning to this web page.
10. Beta Products and Services:
10.1 Provided "As Is":
THIS SECTION APPLIES ONLY TO CUSTOMERS WITH ACCOUNTS CREATED ON EXPERIMENTAL "BETA"
PLANS AND PLATFORMS. "BETA" SERVICES ARE PROVIDED TO YOU ON AN "AS
IS" BASIS. iNamics' SERVICE LEVEL AGREEMENT SHALL NOT APPLY TO "BETA"
PLANS OR PLATFORMS. NOTWITHSTANDING ANYTHING ELSE SET FORTH IN THIS AGREEMENT, INAMICS
DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE "BETA" PLANS
OR PLATFORMS NOR DOES IT MAKE ANY REPRESENTATIONS AND WARRANTIES REGARDING THE INTEGRITY
OF DATA STORED ON "BETA" SERVERS. YOU ARE STRONGLY DISCOURAGED FROM USING
ACCOUNTS ON "BETA" PLANS OR PLATFORMS FOR HOSTING ANY PRODUCTION APPLICATIONS
OR FOR STORING SENSITIVE DATA.
10.2 Upgrades:
iNamics shall upgrade software on "beta" programs when and as iNamics
deems necessary in its sole discretion. iNamics does not represent or warrant that
new versions of the software installed on "beta" programs will be compatible
with the currently installed version or that loss of functionality or interruption
of service will not occur as a result of such upgrades.
10.3 Termination:
iNamics reserves a right to terminate any "beta" program at any time by
giving You fifteen (15) days written or electronic mail notice. iNamics will convert
the "beta" servers at the end of the fifteen (15) day notice period to
an iNamics' Services Plan selected at iNamics' sole discretion. To discontinue
the account and avoid reoccurring increased charges under selected iNamics Services
Plan, You must terminate the account in accordance with the termination provisions
in Section 3 of this Agreement.
11. Materials, Data, Software or Products:
11.1 Server Ready:
Any material, data, software or products You provide to iNamics in connection with
iNamics' services shall be Server Ready, meaning that they shall be in a condition
and form, as determined solely by iNamics, which requires no additional manipulation
or verification on the part of iNamics. Attempting to place or requesting placement
of Non-Server-Ready material, data, software or products on iNamics' servers
shall be a breach of this Agreement.
11.2 Rejection:
iNamics may, in its sole discretion, reject material, data, software or products
that You have placed, attempted to place, or have requested be placed on iNamics'
servers. iNamics shall notify You of its rejection and provide You with an opportunity
to amend or modify such material, data, software or products to meet the requirements
of iNamics.
11.3 Malicious Code:
Any material, data, software or products placed on iNamics' servers by or through
You shall be free of any and all malicious code, including without limitation, disabling
devices, drop dead devices, time bombs, trap doors, trojan horses, worms, computer
viruses and mechanisms that may disable or negatively impact the servers.
12. LIMITED WARRANTY; LIMITATION OF DAMAGES:
12.1 INAMICS PROVIDES SERVICES “AS IS”. YOU EXPRESSLY AGREE THAT USE OF iNamics
SERVICES IS AT YOUR SOLE RISK. INAMICS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS,
EMPLOYEES, AGENTS, PARTNERS, VENDORS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
YOU HEREBY AGREE THAT THE TERMS OF THIS AGREEMENT SHALL NOT BE ALTERED DUE TO CUSTOM
OR USAGE OR DUE TO THE PARTIES’ COURSE OF DEALING OR COURSE OF PERFORMANCE UNDER
THIS AGREEMENT.
12.2 NEITHER PARTY OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS,
PARTNERS, VENDORS AND LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES
FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE
LIKE, THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES,
OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, ERRORS, DEFECTS, DELAYS
IN OPERATION, OR TRANSMISSION, OR ANY BREACH HEREUNDER, REGARDLESS OF WHETHER THE
OTHER PARTY HAS BEEN ADVISED OF SUCH DAMAGES OR THEIR POSSIBILITY.
12.3 You agree that the total liability of iNamics and its subsidiaries, affiliates,
officers, employees, agents, partners, vendors and licensors and Your sole remedy
for any claims regarding the Services is limited to the credits set forth in the
Service Level Agreement.
12.4 iNamics will exercise no control over the content of the information passing
through iNamics' network except those controls expressly provided herein.
13. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights:
13.1 Except for rights expressly granted herein, this Agreement does not transfer
any intellectual or other property or proprietary right to You. All right, title,
and interest in any product or service provided to You is solely the property of
iNamics and its vendors and licensors. These products and services are only for
Your use in connection with the Services.
13.2 You hereby represent and warrant to iNamics that You have the right to use
any patented, copyrighted, trademarked or proprietary material which You use, post,
or otherwise transfer to or by way of iNamics servers.
14. Hardware, Equipment, and Software:
You are responsible for and must provide all phones, phone services, computers,
software, hardware, and other services necessary to access the Services. iNamics
makes no representations, warranties, or assurances that Your equipment will be
compatible with iNamics services.
15. Indemnification:
You shall defend, indemnify, save, and hold iNamics and its subsidiaries, affiliates,
officers, employees, agents, partners, vendors and licensors harmless from any and
all demands, liabilities, losses, costs, and claims, including reasonable attorneys'
fees, asserted against them that may arise or result from Your breach of this Agreement,
Your negligence or willful misconduct or any of Your services or products.
16. Miscellaneous:
16.1 Governing Law; Jurisdiction; Forum; Attorneys’ Fees:
This Agreement shall be governed by and construed in accordance with the laws of
the State of Ohio without regard to its conflicts of laws or its principles. You
agree, in the event any claim or suit is brought in connection with this Agreement,
to the exclusive jurisdiction and venue of the courts of Cuyahoga County, Ohio.
In any action to enforce this Agreement, including, without limitation, any action
by iNamics for the recovery of fees due hereunder, You shall pay iNamics reasonable
attorneys' fees and costs in connection with such action.
16.2 Age and Capacity:
You hereby represent and warrant that You and any person to whom You grant access
to Your iNamics account have reached the age of eighteen and that You are not subject
to a limitation on Your ability to enter into this Agreement.
16.3 Severability:
In the event that 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 of the 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.
16.4 Waiver; Modification:
No waiver of any breach 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 signed by the parties hereto, and then
only to the extent expressly set forth in such writing. No modification of this
Agreement shall be effective unless it is in writing and signed by the parties,
and then only to the extent set forth in such writing. We may modify or amend this
Agreement, including the Service Level Agreement and the rates and fees, from time
to time. Unless otherwise provided in this Agreement, all such modifications or
amendments shall be effective immediately upon posting on the Website. You may request
a copy of the revised Agreement by e-mailing us at
customerservice@inamics.com. YOUR CONTINUED USE OF YOUR ACCOUNT AND/OR THE
SERVICES AFTER THE NOTICE PERIOD WILL BE CONCLUSIVELY DEEMED TO BE ACCEPTANCE BY
YOU OF ANY SUCH MODIFICATIONS OR AMENDMENTS.
16.5 No Assignment:
No benefit or duty under this Agreement shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt
to do so shall be void.
16.6 Force Majeure:
Except for monetary obligations, this Agreement and Your obligations hereunder shall
not be affected or impaired because iNamics is unable to fulfill any of its obligations
hereunder or is delayed in doing so, if such inability or delay is caused by reason
of Force Majeure Event and iNamics' obligations under this Agreement shall be
suspended by any such Force Majeure Event. “Force Majeure Event” is defined as any
cause beyond iNamics' reasonable control or anticipation, including, without
limitation, acts of war, acts of God, terrorism, earthquake, hurricanes, flood,
fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental
act, insurrections, epidemics, quarantines, inability to procure materials or transportation
facilities, failure of power, restrictive governmental laws or regulations, condemnation,
acts of third parties, failure of the Internet or other reason that is beyond iNamics'
reasonable control.
16.7 Survival:
Certain sections of this Agreement shall survive termination.
16.8 Entire Agreement; Third Party Beneficiaries:
This Agreement constitutes the entire agreement for provision of the Services to
You and supersedes all other prior agreements and understandings, both written and
oral, between the You and iNamics with respect to the Services. You understand and
agree that iNamics and You intend to include, as the sole third party beneficiaries
of this Agreement, iNamics' software vendors, with all rights and remedies available
as if such vendors were a party to this Agreement.
iNamics Standard Server Maintenance & Monitoring Service Agreement (MSPSA)
(Changes & updates to this Agreement are published at
www.inamics.com/legal.aspx.)
1. AGREEMENT:
This agreement(“Agreement”) shall govern the services provided hereunder (“Services”)
to the customer identified herein (“Customer”) by iNamics Corporation (“iNamics”).
2. EQUIPMENT AT CUSTOMER FACILITIES:
When required, at Customer’s expense, iNamics will install certain Customer facilities
necessary for the Services including, but not limited to, cable, non-inside wiring,
conduit, racks, telecommunications equipment, electronic equipment, and any associated
hardware (“Facilities”) at each premises identified herein (“Premises”); provided
that Customer shall be responsible for all inside wiring and related expense. Customer
hereby graFrom Subject Received Size Categories Inamics SEO Ranking EdMarChem 12:26
PM 66 KB nts iNamics the right to enter Customer-owned Premises from time to time
for installation, repair and/or maintenance, as reasonably requested by INamics.
If the Premises are owned by a third party, this Service Agreement will be contingent
upon iNamics’ ability to secure a right of entry onto said Premises to provide the
Services and for which Customer agrees to reasonably assist INamics in obtaining
such right to install the Facilities. Customer will not relocate, repair, or disturb
Facilities without iNamics’ prior written consent, and Customer will promptly notify
INamics of any known or potential damage to Facilities.
3. ACTIVATION AND/OR DELIVERY:
iNamics will notify Customer upon activation of Services and may request Customer’s
participation in promptly testing and accepting the Services. The Services will
commence upon completion of iNamics’ testing and Customer’s acceptance of the Services
(“Service Commencement Date”). Actions by Customer that prevent or delay activation,
testing or acceptance shall not delay the Service Commencement Date.
4. FACILITY ACCESS AND AVAILABILITY:
Customer acknowledges that iNamics may be required to purchase access to third party
facilities in order to deliver service. Customer further acknowledges that availability
of these facilities is based on the best information available prior to the Contract
Date including third party representations and government regulations. If prior
to service delivery and activation, facilities are determined to be unavailable
as a result of changes to either of the conditions mentioned in the preceding sentence;
iNamics may modify this agreement to reflect the impact of such changes. If any
such modification includes a price increase, the customer may cancel the agreement
upon written notice.
5. TERM:
This Agreement shall be in effect commencing on the “Effective Date”. The term set
forth herein (“Initial Term”) shall commence on the Service Commencement Date. After
expiration of the Initial Term, this Agreement shall automatically renew for additional
terms equal to the length of the Initial Term (“Renewal Term”), unless either party
gives written notice at least ninety (90) days prior to the expiration of the Initial
Term or subsequent Renewal Term.
6. PAYMENT:
Customer agrees to pay the invoices, fees, taxes and surcharges (collectively “Service
Fees” and noting that such taxes and surcharges may change from time to time) set
forth herein:
The Service Fees will accrue beginning on the Service Commencement Date, and will
be billed either monthly in advance or monthly in arrears for usage-based Services.
Any and all installation, activation and other non-recurring fees for items such
as equipment or consulting services will be billed on separate invoice(s) as a non-recurring
fee. Payments shall be made by check payable to iNamics, credit card or by electronic
transfer as mutually agreed, and are due upon receipt of invoice. Interest will
accrue on past-due balances at one and a half percent (1.5%) per month for any payments
not made within fifteen days (15) calendar days of invoice date. Should iNamics
use legal resources to collect any balance due under this Agreement, Customer agrees
to pay all legal fees incurred by iNamics for such collection.
7. DISCLAIMER OF WARRANTIES/SERVICE CREDITS: INAMICS MAKES NO WARRANTIES TO CUSTOMER
WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED, AND INAMICS EXPRESSLY DISCLAIMS
ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE:
Service credits shall be Customer’s sole remedy in the event of any failure of the
Services. The total amount of service credits that will be extended to Customer
shall be limited to 100% of one (1) month’s recurring charges in any single monthly
billing period.
8. LIMITATION OF LIABILITY:
In no event shall either party be liable for any indirect, consequential, incidental,
or special damages, however caused and on any theory of liability arising out of
this Agreement, or the Services provided hereunder, even if such party has been
informed of the possibility of such damages. Customer agrees that the amounts payable
hereunder by Customer are based in part upon these limitations and further agrees
that these limitations shall apply despite any failure of essential purposes of
any limited remedy.
9. TERMINATION:
If either party defaults in the performance of any material provision of this Agreement,
then the non-defaulting party may give written notice to the defaulting party that
if the default is not cured within ten (10) calendar days (in the case of a monetary
default) or thirty (30) calendar days (in the case of a non-monetary default), this
Agreement will be terminated. iNamics may suspend the Services between such time
that Customer receives a notice of monetary default and such time that Customer
cures such default. If iNamics terminates this Agreement as a result of Customer’s
default, Customer shall pay as liquidated damages the sum of all remaining monthly
Service Fees (as well as any past due balances) due under the balance of the Agreement
as well as any and all costs of canceling third-party services related to this Agreement.
10. RESTRICTIONS ON USE:
Customer agrees that it shall not sell the Services as a whole to others, and that
it (and others with access through Customer to the Services) will abide by iNamics’
Terms and Conditions for Use of Service (TCUS) as published at www.iNamics.com/legal.aspx,
as periodically revised. Inability of Customer to adhere to the TCUS constitutes
a material default of this Agreement for which INamics may terminate this Agreement
as outlined in Paragraph 9.
11. INDEMNIFICATION:
The parties agree to indemnify and hold harmless the other, their respective officers,
agents, employees, contractors, subcontractors, suppliers, invitees and representatives,
from and against any and all third party claims of loss, damages, liability, costs
and expenses (including reasonable attorneys’ fees and expenses) arising, directly
or indirectly, in whole or in part, out of their performance or failure to perform
under this Agreement.
12. FORCE MAJEURE:
iNamics’ ability to provide the Services may be impeded by events or actions outside
of iNamics’ reasonable control, including, without limitation, acts of God, floods,
fires, hurricanes, earthquakes, acts of war, labor actions, failure of third-party
suppliers, changes in applicable laws and regulations, or any similar actions or
events (“Force Majeure”). INamics shall not be responsible to Customer for any failure
to provide the Services due to a Force Majeure event. Customer shall not be liable
for Service Fees during any Force Majeure period during which INamics is unable
to provide Services.
13. CHANGES:
In the event that Customer desires to change the scope of Services, Customer shall
provide INamics with a project change request in an agreed upon form setting forth
the requested change. No project change request shall be binding on INamics until
accepted and executed by INamics.
14. NOTICES:
Notices required by this Agreement shall be made in writing by personal delivery
or mail addressed as set forth herein. Notices shall be deemed given upon delivery,
if delivered personally; or in four (4) business days after being deposited in the
U.S. Mail as first-class; or in one (1) business day after depositing with a nationally
recognized overnight delivery service. For iNamics, notices shall be sent to: P.O.
Box 2, Chagrin Falls, OH 44022. For Customer, notices shall be sent to the address
provided on this Agreement or as instructed in correspondence.
15. ASSIGNMENT:
This Agreement shall be binding upon the parties and their respective successors
and assigns. Customer shall not assign or otherwise transfer its rights hereunder
or any interest herein without prior written consent of iNamics, provided that either
party may freely assign this Agreement to a subsidiary, affiliate, parent, or purchaser
of all or substantially all of its assets, and further provided that Customer shall
be secondarily liable for its obligations in such an event.
16. ARBITRATION/GOVERNING LAW:
All claims arising out of this Agreement shall be resolved by arbitration in accordance
with the then current rules of the American Arbitration Association by a single
arbitrator. The arbitrator shall not be authorized to award punitive damages. The
arbitration will be held in the county of Cuyahoga, Cleveland, Ohio. This Agreement
shall be governed and construed in accordance with the laws of the Commonwealth
of Ohio without giving effect to any conflict of law principles.
17. ENTIRE AGREEMENT/SEVERABILITY/NON-WAIVER:
This Agreement constitutes the parties’ entire understanding related to the subject
matter hereof. Any provision that is determined to be invalid shall not invalidate
the remaining provisions hereunder. The failure of either party to enforce any right
available to it with respect to any breach or failure by either party shall not
be construed to be a waiver of such right with respect to any other breach or failure.
18. CONFIDENTIALITY:
Any purchase Agreement entered into is considered confidential and neither its form
nor contents shall be disclosed by either party.
19. NON-SOLICITATION:
During the term of this Agreement, each party agrees that without the prior written
consent of the other party it will not directly or indirectly solicit for employment
or employ any person employed by the other party. Any employee who has been dismissed
by or resigned from either party at least six (6) months prior to any solicitation
may be freely solicited and employed. If Services Include Network Usage:
*
*If this Agreement entails bandwidth provided by iNamics, then the following information
is pertinent:
Bandwidth usage levels are determined by traffic samples taken every five minutes.
The five minute peak bandwidth data points are aggregated into one-hour averages.
These one-hour averages are collected for the month and then the top 5% are eliminated.
The bandwidth charge is based on the next highest remaining hourly average. iNamics'
bandwidth at its Cleveland data facility allows for 10 MB bursts, without additional
fees. Incremental charges for usage above your base bandwidth commitment will only
apply if your usage, as defined above, exceeds your contracted bandwidth in more
than 5% of the monthly samples.
APPENDIX A. MICROSOFT SOFTWARE USE – TERMS AND CONDITIONS
This document concerns your use of Microsoft software, which includes computer software
provided to you by iNamics as described below, and may include associated media,
printed materials, and “online” or electronic documentation (individually or collectively
“SOFTWARE PRODUCTS”). iNamics does not own the SOFTWARE PRODUCTS and the use thereof
is subject to certain rights and limitations of which iNamics needs to inform you.
Your right to use the SOFTWARE PRODUCTS is subject to your agreement with iNamics,
and to your understanding of, compliance with and consent to the following terms
and conditions, which iNamics does not have authority to vary, alter or amend.
1. DEFINITIONS: For purposes of this Appendix, the following definitions shall apply:
“Client Software” means software that allows a Device to access or utilize the services
or functionality provided by the Server Software. “Device” means each of a computer,
workstation, terminal, handheld PC, pager, telephone, personal digital assistant,
“smart phone”, or other electronic device. “Server Software” means software that
provides services or functionality on a computer acting as a server. “Redistribution
Software” means software described in Paragraph 4 (“Use of Redistribution Software”)
below.
2. OWNERSHIP OF SOFTWARE PRODUCTS: The SOFTWARE PRODUCTS are licensed to iNamics
from an affiliate of the Microsoft Corporation (“Microsoft”). All title and intellectual
property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof,
including but not limited to any images, photographs, animations, video, audio,
music, text, and “applets” incorporated into the SOFTWARE PRODUCTS) are owned by
Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws
and international copyright treaties, as well as other intellectual property laws
and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not
transfer any ownership of SOFTWARE PRODUCTS or any intellectual property rights
to you.
3. USE OF CLIENT SOFTWARE: You may use the Client Software installed on your Devices
by iNamics only in accordance with the instructions, and only in connection with
the services, provided by you by iNamics.
4. USE OF REDISTRIBUTION SOFTWARE: In connection with the services provided to you
by iNamics, you may have access to certain “sample,” “redistributable” and/or software
development (“SDK”) software code and tools (individually and collectively “Redistribution
Software”). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION
SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS
CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO iNamics, WHICH
TERMS MUST BE PROVIDED TO YOU BY iNamics. Microsoft does not permit you to use any
Redistribution Software unless you expressly agree to and comply with such additional
terms, as provided to you by iNamics.
5. COPIES: You may not make any copies of the SOFTWARE PRODUCTS; provided, however,
that you may (a) make one (1) copy of Client Software on your Device as expressly
authorized by iNamics; and (b) you may make copies of certain Redistribution Software
in accordance with Paragraph 4 (Use of Redistribution Software). You must erase
or destroy all such Client Software and/or Redistribution Software upon termination
or cancellation of your agreement with iNamics, upon notice from iNamics or upon
transfer of your Device to another person or entity, whichever first occurs. You
may not copy any printed materials accompanying the SOFTWARE PRODUCTS.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY: You may not
reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only
to the extent that applicable law, notwithstanding this limitation expressly permits
such activity.
7. NO RENTAL: You may not rent, lease, lend, pledge, or directly or indirectly transfer
or distribute SOFTWARE PRODUCTS to any third party, and you may not permit any third
party to have access to and/or use the functionality of the SOFTWARE PRODUCTS.
8. TERMINATION: Without prejudice to any other rights, iNamics may terminate your
rights to use the SOFTWARE PRODUCTS if you fail to comply with these terms and conditions.
In the event of termination or cancellation, you must stop using and/or accessing
the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of
its component parts.
9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY
FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY iNamics AND NOT BY MICROSOFT
OR ITS AFFILIATES OR SUBSIDIARIES.
10. PRODUCT SUPPORT: Any product support for the SOFTWARE PRODUCTS is provided to
you by iNamics and is not provided by Microsoft or its affiliates or subsidiaries.
11. NOT FAULT TOLERANT: THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT
FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS
OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH,
PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
12. EXPORT RESTRICTIONS:
The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws.
You agree to comply with all applicable international and national laws that apply
to the SOFTWARE PRODUCTS, including U.S. Export Administration Regulations, as well
as end-user, end-use and destination restrictions issue by U.S. and other governments.
For additional information, see
http://www.microsoft.com/exporting/
.
13. LIABILITY FOR BREACH:
In addition to any liability you may have to iNamics, you agree that you will also
be legally responsible directly to Microsoft for any breach of these terms and conditions.
THIS SERVICE LEVEL AGREEMENT (SLA) DEFINES GUARANTEED SERVICE LEVELS PROVIDED TO
YOU BY INAMICS.
I. Technical Support:
iNamics Corp. (Company) will set up and configuring your account at an additional
charge. Once your account is set up and operating, at its discretion, Company can
provide extra assistance or support for web applications, scripts, or components,
either from third parties, those provide by us or those developed by you. Call for
more information.
E-mail technical support: Email hours for business accounts: 24 hours, 7 days per
week, 365 days of the year. Email Address: support@inamics.com
Phone technical support: Phone Hours: 8:30 AM to 5 PM Eastern Standard time, Monday
through Friday, excluding U.S. national holidays
Phone Number: 216-916-0196, ext 3014 for receptionist.
Upon contacting support you will be required to provide your account username and
a full description of the problem including error messages, screenshots, and other
troubleshooting information as requested by technical support personnel. The Company's
response time to technical support issues depends on the level of purchased support
service, the complexity of the inquiry and support requests volume. The Technical
Support Department assigns the highest priority to customer inquiries related to
the servers' unavailability. These issues are addressed first upon notification
from a customer. Time to respond guarantee does not apply to any inquiries that
require extensive research and testing.
II. Billing and Other Account Related Inquiries:
For billing inquiries, contact Billing Department. Hours: 8:30 AM to 4:30 PM Eastern
Standard time, Monday through Friday, excluding U.S. national holidays Phone: 216-916-0196,
ext 3014 Email: customerservice@inamics.com. Please note: Company must receive notice
of billing disputes within sixty days of the date your credit card was charged for
services. Sales. For sales inquiries, contact Sales Department. Hours: 8:30 AM to
5 PM Eastern Standard time, Monday through Friday, excluding U.S. national holidays
Phone: 216-916-0196 Email: sales@inamics.com.
III. Escalation:
If you have unresolved concerns with Company's service or technical support
issues, please contact the Customer Support Manager at customerservice@inamics.com.
The initial response should arrive within one business day. As issues may be complex
or require extensive investigation, resolution cannot be guaranteed within any certain
time period.
IV. Control Panel and Server Management:
The Company's Web Hosting services do not include installation of any third-party
software beyond the standard configuration outlined in your plan's description.
Requests for modification to the standard configuration will be considered on a
case-by-case basis. Approval of such modifications will be at the Company's
sole discretion and will be based upon maintaining functionality, usability, security,
and stability in the shared server environment.
V. Scheduled Maintenance:
To ensure optimal performance of the servers, the Company will perform routine maintenance
on the servers on a regular basis, sometimes requiring servers to be removed from
service. The Company reserves one hour of server unavailability per month for maintenance
purposes. This server unavailability will be excluded from the uptime calculations.
The maintenance is typically performed during off-peak hours. The Company will provide
You with advanced notice of maintenance whenever possible, but is not obligated
to do so.
Emergency Maintenance:
Under certain circumstances the Company may need to perform emergency maintenance,
such as security patch installation or hardware replacement under Hardware Replacement
Guarantee. The company will not be able to provide You with advanced notice in case
of emergency maintenance. This server unavailability due to emergency maintenance
will be excluded from the uptime calculations. Hardware Replacement Guarantee: Company
will use industry standard practices to determine whether server hardware is functioning
properly and will replace non-functioning hardware with similarly functioning hardware.
For hosted services, the company will replacement hardware as necessary within four
hours from the time the problem is identified. In the case where this time is exceeded,
the excess downtime is counted against Server Availability guarantee.
VI. Network Availability:
The Company guarantees at least 99.99% Network Availability. Network Availability
is defined as the ability to pass incoming and outgoing TCP/IP traffic through the
Company's network from/to IP transit provider (Internet backbone). Servers unavailability
resulting from loss of Network Availability is excluded from servers availability
calculations if the Network Availability loss is caused by any factor(s) beyond
the Company's control, including but not limited to such factors as IP transit
provider (backbone) or end user's portion of the network (commonly known as
"last mile") failure, denial of service or similar attacks directed at the Company's
servers or the Company's network.
Network Availability Monitoring:
To verify the Application Server Availability, the Company will probe router port
to which the server is connected every two minutes, with a 10-second failure threshold.
If the probe is not successful, the port is considered non-operational and NOC personnel
on duty are automatically notified. If two or more consecutive port probes fail,
network downtime will be registered as the number of minutes between the first and
the last failed tests. Downtime of less than five minutes in duration is not recorded.
The Company will calculate server uptime and refund eligibility amounts based on
this type of server monitoring.
VII. Servers Availability:
Company's primary commitment is to provide outstanding web hosting service to
all customers. To support this commitment, Company observes the following schedule
of remedies for any failure to meet the express guarantees in this Service Level
Agreement.
WEB SERVER AVAILABILITY:
The Company guarantees at least 99.99% Web Server Availability. Web Server Availability
is defined as the ability to retrieve the HTTP headers from the hosting server,
calculated on a monthly basis. The Company will not monitor availability of individual
web sites but only monitors the server availability as a whole. Denial of service
attacks or other types of attacks directed toward Company's network of servers
resulting in or contributing to downtime will not be included in Web Server Availability
calculations.
Web Server Availability Monitoring: To verify the Web Server Availability,
the Company will probe HTTP service to retrieve HTTP headers on the server every
five minutes, with a 30-second failure threshold. If the probe is not successful,
the server is considered non-operational and is automatically restarted. If restarting
the server does not solve the problem, it is immediately escalated to technical
support and the system administrators. If two or more consecutive server probes
fail, server downtime will be registered as the number of minutes between the first
and the last failed tests. Downtime of less than five minutes in duration is not
recorded. The Company will calculate server uptime and refund eligibility amounts
based on this type of server monitoring.
Web Server Availability:
Any and all guarantees provided by iNamics do not cover availability of specific
applications or servers products (such as ColdFusion or ASP.NET applications) deployed
on Web Server. Performance of such applications largely depends on the quality of
code comprising such applications which is beyond of Company's control.
SQL (DATABASE) SERVER AVAILABILITY:
The Company guarantees at least 99.99% SQL (database) Server Availability. SQL Server
Availability is defined as the ability to receive a response from SQL server on
port 1433, calculated on a monthly basis. The Company will not monitor availability
of individual SQL databases but only monitors the server availability as a whole.
Denial of service attacks or other types of attacks directed toward Company's
network of servers resulting in or contributing to downtime will not be included
in SQL Server Availability calculations.
SQL Server Availability Monitoring: To verify the SQL Server Availability,
the Company will open connections to SQL server on port 1433 every five minutes,
with a 30-second failure threshold. If the probe is not successful, the server is
considered non-operational and is automatically rebooted. If rebooting the server
does not solve the problem, it is immediately escalated to technical support and
the system administrators. If two or more consecutive server probes fail, server
downtime will be registered as the number of minutes between the first and the last
failed tests. Downtime of less than five minutes in duration is not recorded. The
Company will calculate server uptime and refund eligibility amounts based on this
type of server monitoring.
MAIL SERVER AVAILABILITY:
The Company guarantees at least 99.5% Mail Server Availability. Mail Server Availability
is defined as the ability to retrieve the SMTP and POP headers from the mail server,
calculated on a monthly basis. The Company will not monitor availability of individual
mail accounts or mailboxes but only monitors the server availability as a whole.
Denial of service attacks, mail bombing, and other flooding techniques directed
toward Company's mail servers resulting in or contributing to downtime will
not be included in Mail Server Availability calculations. The outgoing email protocol
used on the mail server (SMTP) is a "store-and-forward" type of protocol that does
not guarantee immediate delivery of email messages. If the mail server's first
email delivery attempt fails, it will re-attempt delivery according to a predefined
schedule. If the message fails to be sent for 24 to 72 hours, the messages will
be returned to the sender.
Mail Server Availability Monitoring: To verify that the server is available,
the Company will probe SMTP and POP services (retrieve SMTP and POP headers) every
five minutes with a 30-second threshold. If either service does not respond, the
service is considered non-operational and is automatically restarted. If rebooting
the server does not solve the problem, it is immediately escalated to technical
support and the system administrators. If two or more consecutive SMTP or POP tests
fail, server downtime will be registered as the number of minutes between the first
and the last failed tests. Downtime of less than five minutes in duration will not
be recorded. The Company will calculate Mail Server Availability and refund eligibility
amounts based on this type of server monitoring.
VIII. Penalty for Non-Compliance - Refunds NETWORK AND SERVERS AVAILABILITY:
If network or server availability for the full month is below the guaranteed level,
the Company will issue a refund to You according to the schedule below. Server availability
Amount of the refund as a percentage of monthly fee 99.0% to server guarantee level
5% of monthly fee credited 98.0% to 98.9% 10% of monthly fee credited 95.0% to 97.9%
15% of monthly fee credited 90.0% to 94.9% 25% of monthly fee credited 89.9% or
below 2.5% credited for every 1% of lost availability up to the maximum total penalty
limit To receive a refund for downtime, you must (a) be in good financial standing
with the Company, and (b) send an email or written refund request to the Billing
Department in the month immediately following the month for which You are seeking
a refund. Refund requests must include your account username and the dates and times
of server unavailability. The Billing Department will compare information provided
by You to the server availability monitoring data the Company maintains. A refund
is issued if the Company can confirm from the monitoring data the server availability
warranting the refund.
TOTAL PENALTY LIMITS:
The total refund to You for any account may not exceed 50% of the monthly fees charged
to that account during the month for which the refund is to be issued, unless the
amount to be refunded is less than $1.00 in which case the refund amount will be
$1.00. Only one refund and refund level is available in any given month.
IX. Server Software:
Company will exercise industry standard practices to ensure that all pre-installed
software is correctly configured. In case there is more than one way to configure
the software, Company will choose the configuration it determines, in its sole discretion,
to be the most appropriate. Company will install security patches, updates, and
service packs as soon as practical. Software updates may change system behavior
and functionality and as such may negatively affect your applications. Company cannot
foresee nor can it be responsible for service disruption or changes in functionality
or performance due to implementation of software patches and upgrades. If such disruption
or changes occur, Company will provide its best efforts to remedy the situation
as soon as possible after being notified of the problem by You. Company may be required
by its software licensors to upgrade to the latest versions of the software. Licensor-required
upgrades will be performed free of charge and upon reasonable notice to You. Software
upgrades on Company's servers will occur at Company's discretion upon reasonable
notice to You. Company is not responsible for problems that may arise from incompatibilities
between new versions of the software and your content, regardless of whether it
was a requested, required or discretionary upgrade. Nevertheless, Company will provide
its best efforts to help You to find a workaround. Log processing (web reporting)
software is provided on an "as is" basis. Company will not be held responsible for
bugs in the software or for interpreting the reports generated by the software.
Company, in its sole discretion, can upgrade the software to newer versions or replace
it with different software upon providing a reasonable notice to You. Company cannot
foresee nor will it be responsible for any incompatibility of newer versions and
other software You may choose use in conjunction with the log processing software.
X. Storage Capacity; Data Transfer; Server Resources:
Each account is allotted storage capacity and data transfer amounts on Company's
servers according to the plan and options selected by You. This storage size and
data transfer allotments can be increased for an additional charge up to the maximum
amount allowed for each plan or service. The servers may stop accepting, processing,
or delivering data when the purchased limit is reached thus causing server unavailability
or data loss. Company shall not be held responsible for such unavailability or data
losses. Your Web and FTP servers are configured to log all requests to the log files.
The normal retention period is one month. The log files are stored in shared server
space and not counted towards account's allotted storage capacity. The maximum
size of stored log files is limited 1 Gigabyte. When this limit is exceeded, the
oldest log files are deleted to bring the usage within allowed limit. Shared servers
resources are shared among all accounts hosted on the same server. Company configures
servers in such a way so the accounts are separated from each other to the maximum
possible degree. However, due to its nature, shared resources accessibility level
cannot be guaranteed.
XI. Ownership of Data:
All data created by You and/or stored by You within Company's applications and
servers are considered by Company to be your property and is for your exclusive
use unless access is permitted by You. Company shall allow access to such data by
authorized Company personnel and shall provide access in compliance with Company's
Privacy Policy. Company makes no claim of ownership
of any web server content, email content, or any other type of data contained within
the account holder's server space and applications on Company's servers,
unless Company has a good faith belief that such content or data is owned by Company,
its agents, affiliates or vendors.
XII. Data Integrity:
Company employs sophisticated RAID techniques to ensure the integrity of the data
on its servers; the data is written to two disks simultaneously to prevent data
loss in the event of hardware failure. Company performs routine server backups for
disaster recovery purposes only. Server backup scope and scheduling is at Company's
sole discretion. COMPANY SHALL NOT PERFORM BACK UP OR RESTORE THE DATA UPON YOUR
REQUEST UNLESS SUCH BACK UP IS PROVIDED AS A SERVICE UNDER YOUR PURCHASED PLAN.
XIII. Data Retention:
COMPANY SHALL NOT BE RESPONSIBLE FOR RETAINING ANY OF YOUR DATA AFTER ACCOUNT TERMINATION.
ALL DATA IS DELETED FROM THE SERVERS AFTER THE ACCOUNT IS TERMINATED AND FROM BACK-UPS
DURING SCHEDULED BACK-UP ROTATION. COMPANY SHALL NOT RESTORE, PROVIDE ON ANY STORAGE
MEDIA OR SEND OUT ANY DATA PERTAINING TO EXISTING OR TERMINATED ACCOUNTS.
XIV. Customer Responsibilities:
To access Company services You must provide at the very minimum: an Internet connection
with sufficient bandwidth and quality to allow trouble-free browsing and data uploading
and downloading; a fully functional Internet browser; a fully functional POP/SMTP
e-mail program (client) or Microsoft Outlook for MAPI connections to Exchange server;
tools to develop and publish content as You find suitable and necessary; tools to
access database servers if such services are purchased by You.
XV. Privacy Statement:
Company values the privacy of its customers. Please refer to Company's Privacy
Policy at www.inamics.com/privacy.aspx for further information.
Exchange Hosting:
Government or political subdivision which is utilizing iNamics' exchange hosting
and/or other services provided hereunder (“You"). In consideration of the mutual
promises, covenants and agreements hereinafter set forth, iNamics and You agree
as follows:
1. Lawful Use of the Services:
You agree to use iNamics' exchange hosting and/or other services provided hereunder
(the “Services”) only for lawful purposes. In the event that Your use of the Services
violates any law, rule or regulation, iNamics shall have the right to immediately
terminate this Agreement.
2. Provision of Services:
iNamics agrees to provide the Services to You in accordance with the Service Level
Agreement. You hereby agree to comply with the terms and conditions of this Master
Services Agreement, the Appendixes
A: Microsoft Software Use-Terms and Conditions and
B: Research in Motion Use-Terms and Conditions (attached hereto), iNamics' Acceptable
Use Policy, Privacy Policy and No-Spam Policy, each of which are incorporated by
reference herein:
YOU SHALL AT ALL TIMES PROVIDE AND KEEP CURRENT AND UP TO DATE YOUR CONTACT, CREDIT
CARD, IF APPLICABLE, AND BILLING INFORMATION BY CALLING THE COMPANY OR BY LOGGING
INTO YOUR INAMICS ACCOUNT AND UPDATING THIS INFORMATION.
3. Term and Termination:
3.1 Term:
The Agreement term is either the Initial Term or Renewal Term (each, a “Term”) as
defined herein.
3.1a. Monthly Plan Agreement Term:
For Monthly Plans, the Initial Term is defined as the period from the date of Your
initial payment or execution of this Agreement, whichever occurs earlier, through
the remainder of the calendar month in which this Agreement was executed. The Renewal
Term for Monthly Plans is defined as one calendar month beginning at the end of
the Initial Term and each subsequent calendar month thereafter.
3.1b. Contract Plan Agreement Term:
For Contract Plans, the Initial Term is defined as the period from the date of Your
initial payment or execution of this Agreement, whichever occurs earlier, through
end of that month through the next six (6) calendar months (for example, a contract
that begins 4/14 will continue until 10/31), unless the parties have agreed in writing
to a longer contract term. The Renewal Term for Contract Plans is defined as the
six month period beginning at the end of the Initial Term and each subsequent six-month
period thereafter.
3.1c. Automatic Renewal:
This Agreement shall renew automatically at the end of the prior Term unless terminated
in accordance with this Agreement either by You or by iNamics. When a new Term begins,
the then current Master Service Agreement and Service Level Agreement shall replace
in their entirety the previous Master Service Agreement and Service Level Agreement.
The then current Master Service Agreement and Service Level Agreement shall be considered
this “Agreement”. Please review the then current Master Service Agreement and Service
Level Agreement from time to time so that You will be apprised of any changes by
visiting this page.
No-spam Policy
Governs e-mail and newsgroup activities.
Privacy Statement
States iNamics' policy governing the collection, storage, and use of information
gathered through this Website. To view, click Privacy Policy.
DMCA Policy
Digital Millennium Copyright Act policy. If you have a good faith belief that material
on a system or network controlled or operated by iNamics is infringing upon your
copyright please refer to this policy.