Service Agreement
Our Service Agreement

CARLC COMPUTER CORP. SERVICE AGREEMENT


This agreement (“Agreement”) is made between Carlc Computer Corp. ("Carlc") and "Customer" as identified below, and is effective as of the date executed by Carlc. This Agreement consists of this signature page, the General Terms and Conditions attached hereto and which apply to all services provided by Carlc under this Agreement, and each of the other Addenda attached hereto and identified below by checking the applicable box.

“Customer” Name:__________________________________________

“Customer” Address: ________________________________________

“Customer” Telephone & Fax Number: _________________________

“Customer” Authorized Representative:__________________________


Customer and Carlc agree to the terms and conditions of this Agreement:

Customer:                                             Carlc Computer Corp:

By: _____________________________  By: _____________________________

Title: ____________________________ Title: ___________________________

Date: ____________________________ Date: ___________________________

GENERAL TERMS AND CONDITIONS
These General Terms and Conditions apply to Carlc’ s Internet Webhosting Services and any other services acquired by Customer under this Agreement (collectively the "Services") unless an Addendum to this Agreement explicitly supercedes these General Terms and Conditions, in which event the terms of the Addendum shall govern only the Services subject to that Addendum.

1. Definitions Carlc's suite is a Web hosting set of products and services.

2. Rates and Charges; Payment. Customer agrees to pay all applicable rates and charges set forth on each Addendum applicable to any Services acquired hereunder. Charges shall be invoiced monthly and payment shall be due upon Customer's receipt of invoice and payable within 30 days of the date of the invoice. In the event Customer disputes any portion of an invoice, Customer shall timely pay the disputed amount and provide Carlc with all information supporting Customer's position regarding the disputed portion. Carlc shall determine in it's sole judgement whether such invoiced items were erroneous, and shall issue an appropriate credit to Customer if it so determines. Customer will pay all sales and use taxes, as well as duties or levies, arising in connection with the Services.

3. Term and Termination.
3.01 This Agreement shall be effective upon Carlc’ s execution and shall continue until the expiration of the term of any Service ordered hereunder as indicated on the applicable Addendum (the "Term/Pricing Addendum"). Unless terminated earlier as set forth herein, at the end of the Initial Term this Agreement or stated term of any Addendum, this Agreement and each Addendum shall continue in effect on a month-to-month basis until terminated in writing by either party on not less than thirty (30) days notice. In the event Customer desires to terminate this agreement in advance of the end of the Initial Term, Customer shall pay Carlc a termination fee equal to the lesser of (a) the remaining charges applicable through the end of the Intitial Term as scheduled, or (b) six months of monthly recurring charges as applicable during the month previous to early termination by Customer.

3.02 In addition to the termination rights provided in Section 8, Carlc may terminate this Agreement and cease provision of any Services upon default of Customer. Default includes the failure to pay any amount when due hereunder; the filing of a petition in bankruptcy by or against Customer or Customer's inability to meet obligations when due; or failure of Customer to rectify any violation (other than failure to pay) of the provisions of this Agreement within thirty (30) days notice thereof by Carlc.

3.03 In the event a law or regulatory action prohibits, substantially impairs or makes impractical the provision of any Services under this Agreement, as determined by Carlc, Carlc may terminate any Services or this Agreement upon thirty (30) days written notice to Customer.

4. Rights and Obligations of Customer.
4.01 Customer shall at its expense undertake all necessary preparations required to comply with Carlc's installation and maintenance instructions.

4.02 Customer shall comply with all policies set forth in the Internet Acceptable Use Policies attached hereto

5. Equipment or Software not Provided by Carlc.
5.01 Carlc shall not be responsible for the installation, operation or maintenance of equipment or software not provided by Carlc; nor shall Carlc be responsible for the transmission or reception of information by equipment or software not provided by Carlc.

5.02 Customer shall be responsible for the use and compatibility of equipment or software not provided by Carlc. In the event that Customer uses equipment or

software not provided by Carlc which impairs Customer's use of any Services: (a) Customer shall nonetheless be liable for payment for all Services, including without limitation any Software, provided by Carlc, and (b) any service specifications or service levels generally applicable to the Services involved shall not apply. Upon notice from Carlc that any equipment or software not provided by Carlc is causing or is likely to cause any hazard, interference or service obstruction, Customer shall immediately eliminate the likelihood of hazard, interference or service obstruction and if Customer fails to do so, Carlc may take such action as it deems required to eliminate such hazard, interference or service obstruction.

6. Rights and Obligations of Carlc; Disclaimer of Warranties
6.01 Carlc shall operate and maintain the Services. Customer shall be responsible for providing Carlc accurate information required to install the Services. Carlc shall not be responsible for operating or maintaining software, equipment or cabling that connects equipment not provided by Carlc to the Services.

6.02 Customer agrees that Carlc and it's affiliates exercise no control whatsoever over the merchandise, information and services offered or made available or accessible on the Internet. Customer further agrees that Carlc has no obligation to monitor the Services. CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR CUSTOMER'S USE AND AUTHORIZED USERS' USE OF THE SERVICES, SOFTWARE, AND THE INTERNET. NEITHER CARLC NOR IT'S AFFILIATES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE INTERNET, OR ANY TRANSACTIONS CONDUCTED ON THE INTERNET, AND NEITHER CARLC OR IT'S AFFILIATES SHALL BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH USE OR TRANSACTION.

6.03 CUSTOMER UNDERSTANDS AND AGREES FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO SOME PEOPLE. CUSTOMER AND CUSTOMER'S AUTHORIZED USERS ACCESS SUCH MATERIALS AT CUSTOMER'S OWN RISK. CARLC HAS NO CONTROL OVER AND ACCEPTS NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

6.04 THE SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY CARLC, IT'S AFFILIATES OR IT'S CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY. NEITHER CARLC NOR IT'S AFFILIATES WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.

6.05 IN NO EVENT SHALL CARLC, IT'S AFFILIATES OR IT'S CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM CUSTOMER'S (OR CUSTOMER'S AUTHORIZED USERS') USE OF OR INABILITY TO USE THE SERVICES, THE SOFTWARE, OR TO ACCESS THE INTERNET OR ANY PART THEREOF, OR CUSTOMER'S (OR AUTHORIZED USERS') RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICES OR THE SOFTWARE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. CARLC'S LIABILITY HEREUNDER TO CUSTOMER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AVERAGE MONTHLY RECURRING CHARGE PAID BY CUSTOMER DURING THE PERIOD FROM EXECUTION OF THE AGREEMENT TO THE DATE A CLAIM IS MADE.

6.06 If Customer is dissatisfied with the Services or with any terms, conditions, rules, policies, guidelines, or practices of Carlc applicable to the Services, Customer's sole and exclusive remedy is to terminate this Agreement in accordance with Section 3 and discontinue using the Services.

7. Failure to Comply With Agreement.
Carlc may deny Customer access to and cease to provide all or part of any Services without notice if Customer (a) violates any provision of Carlc's Internet Acceptable Use Policies, which are appended to these General Terms and Conditions (and which may be modified from time to time as provided in the Policy or by delivery of such modified Internet Policies to Customer); or (b) engages in any conduct or activity that Carlc, in it's sole discretion, believes violates any of the terms and conditions of this Agreement or causes a risk that Carlc may be subjected to civil or criminal litigation, charges, or damages. If Carlc ceases to provide or denies Customer access to any Services pursuant to the preceding sentence, neither Customer nor any of it's authorized users shall have any right (a) to access through Carlc any materials stored on the Internet, (b) to obtain any credit(s) otherwise due to Customer, and such credit(s) shall be forfeited, or (c) to access third party services, merchandise or information on the Internet through Carlc. Carlc shall have no responsibility to notify any third-party providers of services, merchandise or information of any discontinuance of any Services pursuant to this paragraph, nor any responsibility for any consequences resulting from lack of such notification.

8. Indemnity.
Customer agrees to defend, indemnify and hold Carlc and it's affiliates harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to or arising from: (a) any breach of this Agreement by Customer or Authorized Users; (b) the use of the Services or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by Customer or Authorized Users; (c) acts or omissions of Customer, Customer's officers, employees, agents or contractors in connection with the construction, installation, maintenance, presence, use or removal of systems, channels or terminal equipment or software not provided by Carlc which are connected or are to be connected to the Services; and (d) claims for infringement of patents or any intellectual property right arising from the use of any Services, equipment and software, apparatus and systems not provided by Carlc in connection with any Services.

9. Arbitration.
9.01 Any dispute in connection with this Agreement which is not settled to the mutual satisfaction of the parties within thirty (30) days from the date that either party informs the other in writing that such dispute or disagreement exists, shall be settled by arbitration in Fort Lauderdale, Florida in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date that such notice is given. The decision of the arbitrator(s) shall be final and binding upon the parties and shall include written findings of law and fact, and judgment may be obtained thereon by either party in a court of competent jurisdiction. Each party shall bear the cost of preparing and presenting its own case. The cost of the arbitration, including the fees and expenses of the arbitrator(s), shall be shared equally by the parties hereto unless the award otherwise provides. The obligation herein to arbitrate shall not be binding upon any party with respect to requests for preliminary injunctions, temporary restraining orders or other similar temporary procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute.

10. Miscellaneous.
10.01 In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.

10.02 Carlc's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement.

10.03 Customer shall not assign this Agreement without the prior written consent of Carlc.

10.04 Carlc will not be responsible for performance of its obligations hereunder where delayed or hindered by war, riots, embargoes, strikes or acts of its vendors, suppliers, or workmen (whether of Carlc or others), accidents, acts of God, or any other event beyond its reasonable control.

10.05 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any provisions thereof which would cause the application of the laws of any other jurisdiction to this Agreement. Any cause of action Customer may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

10.06 This Agreement, including the Addendums hereto, constitutes the entire agreement between Customer and Carlc with respect to the Services.

10.07 Customer agrees that Carlc has the right and responsibility to fully cooperate regarding any aspect of Carlc's services, including services sold to the client. Any use or attempted use of Carlc's system to engage in software piracy or other illegal activities will result in an immediate termination of service and a report to the FTP, SPA, or other appropriate authorities.

10.08 Customer agrees to indemnify and hold Carlc harmless in connection with any controversy or legal action arising from the customer's use of Carlc's service, including but not limited to controversies over domain name selection and web site content.

10.09 Although Carlc backs up it's systems regularly and works to prevent technical problems, system failures, and service disruptions, such occurrences are possible, particularly in connection with such things as total power losses, natural calamities, acts of war or terrorism, acts of god, destructive acts of hackers, or bandwidth changes on the Internet. Carlc's system backup is therefore not guaranteed and each customer therefore agrees to maintain a backup copy of his or her web site and any other important information and to store the same on customer's own computer. Customer further agrees that Carlc's liability for any failure to provide virtual hosting service regardless of cause or duration shall be limited to a refund of the fees paid for the month in which the failures occur. It is specifically agreed that Carlc shall under no circumstances be liable for any lost profits or other consequential damages.

10.10 Relationship of the Parties. The parties intend that an independent contractor relationship will be created by this contract, and that no partnership, joint venture or employee/employer relationship is intended. 

10.11 Taxes. If any federal, state or local governmental entity with taxing authority over the services provided under this Agreement imposes a tax directly on the services provided by Carlc to Client under this Agreement (excluding any income, business and occupation, capital gain, death or inheritance, or other indirect taxes), then Carlc may pass the direct amount of such cost on to Customer, and Customer shall promptly pay such cost.
 

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http://www.carlc.com

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