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MMM Internet Service Agreement This agreement (“Agreement”) is made between: MMM Internet, with its principal business address at 202-6400 Millcreek Dr #15, Mississauga, Ontario, Canada L5N 3E7, and is incorporated in this Agreement by reference as "MMM Internet". AND: The Client/Customer, incorporated in this Agreement by reference as the "Client", specified in the electronic order form annexed as Exhibit A and incorporated by reference into this Agreement, hereinafter referred to as the "Order", which has been submitted to MMM Internet. THE CLIENT ACKNOWLEDGES THAT THE TERMS AND CONDITIONS OF THIS SERVICE AGREEMENT HAVE BEEN MADE AVAILABLE TO THE CLIENT AND HAVE BEEN REVIEWED BY THE CLIENT PRIOR TO THE CLIENT SUBMITTING THE ORDER REQUESTING THE SERVICES PROVIDED BY MMM INTERNET. THE CLIENT FURTHER ACKNOWLEDGES THAT SUBMISSION OF THE ORDER CONSTITUTES ACCEPTANCE OF THIS AGREEMENT AND WILL BIND THE CLIENT TO ALL OF THE TERMS AND CONDITIONS HEREOF.
In consideration of the mutual promises and covenants made herein, the parties agree as follows: 1. Services Subject to the terms and conditions of this Agreement, MMM Internet will provide the Services specified in the Order (the "Services"). Subject to the Client's right to terminate this Agreement as provided herein, MMM Internet may expand or contract the scope of the Services or terminate this Agreement for any reason by issuing an amended Order to the Client 30 days in advance of such change. The Client's continued use of MMM Internet's Services after modification of these Services constitutes the Client's acceptance of the modifications. 1a. Hosting and Mail Server Services
MMM Internet provides web site hosting and email hosting to the Client through leased enterprise server(s) from a large Internet Service Provider which guarantees 100% uptime. MMM Internet will provide to the client web hosting and email server(s), domain name hosting, bandwidth and/or other web based server software and/or programs as specified in the Order on this/these server(s) as provided to MMM Internet. MMM Internet will use its best ability to maintain critical infrastructure availability 100% of the time. MMM Internet will also provide support for these services (in accordance with the support provisions set out in Section 1e hereof) in the capacity defined in the Order. 1b. Web Site Services MMM Internet will design and assemble a web site for the Client as directed by the Client and/or as specified in the Order. The theme (HTML layout and graphics) of the Client's web site becomes the property of the Client unless otherwise stated in the Order or the theme is a template chosen from a third party provider. All data (images and/or content) provided by the Client is at all times property of the Client. MMM Internet makes no claim to ownership or use of Client's data. 1c. Open Source Software and Programs MMM Internet hosts web based Open Source software and programs which are freely available from the authors of those programs and MMM Internet does not provide support for aforementioned software and programs unless specified in the Order. Support is offered on all Open Source projects through the developers' web sites at no charge or through a pre-purchased package. 1d. Domain Name Registrations MMM Internet provides top level domain name registrations through ICANN accredited registrar TUCOWS Inc. MMM Internet is only a domain name reseller and the legal agreements involved in domain name registrations are subject to the policies put forth by ICANN and TUCOWS. 1e. Support Serices MMM Internet provides support for web hosting and email servers. MMM Internet does not provide support for browsers, email clients, operating systems and /or other software programs installed on the client's computer unless otherwise specified in the Order. 2. Initial Term The duration of the initial term of this Agreement is stated in the Order ("Initial Term"). The Initial Term shall commence on the later of: (a) the date upon which MMM Internet accepts the completed Order from the Client; and (b) the date upon which Client's first payment as set out in the Order has been received by MMM Internet (in accordance with the payment provisions set out in Section 25 hereof). 3. Renewal Term Unless this Agreement is earlier terminated in accordance with the provisions hereof, this Agreement will at the conclusion of the Initial Term automatically renew for successive terms of equal length to the Initial Term upon the same terms and conditions as those specified herein. 4. Temporary Service Suspension The Client agrees that from time to time, it may be necessary for MMM Internet to temporarily suspend Services for technical reasons or to maintain the server, the timing of which will be determined by MMM Internet. Provided MMM Internet provide the Client with reasonable advance notice of the temporary suspension of Services, such suspension will not be deemed an interruption of the Services. Maintenance windows will typically be conducted between 2am to 5am (EST) Monday mornings to minimize impact on Clients. Maintenance windows will typically be 5 minutes or less in length. 5. Emergency Service Suspension
MMM Internet may at any time and from time to time suspend Services without penalty or liability for any claim by the Client where necessary, acting reasonably, to prevent the improper or unlawful use of MMM Internet's services or equipment by the Client or any other person. MMM Internet will provide the Client with notice following such an emergency suspension to advise of the reasons for the suspension. Such emergency suspension of Services will not be deemed an interruption of the Services. 6. Data Backups
MMM Internet offers data backup services. MMM Internet will use commercially reasonable efforts and industry accepted methods to ensure the reliability of the backup and restore process. However, because of the technical limitations regarding backups on live servers and the possibility of data corruption on backup or restore, MMM Internet cannot guarantee all or any data can be restored from any particular backup. The Client acknowledges that MMM Internet will have no liability whatsoever for any claim resulting from a failed backup and/or restore procedure. 7. Rights to MMM Internet Intellectual Property
The Client shall not display or otherwise use any trade mark, trade name, copyright, logo, symbols, coined word or combination of words, or any other intellectual property whatsoever owned or used by MMM Internet, nor will Client permit the same to be displayed or otherwise used in connection with any business conducted or controlled by the Client, except in all cases as may be specified or approved in writing by MMM Internet. 8. Termination of Agreement
If the Client breaches any of its obligations under this Agreement or the Acceptable Use Policy annexed as Exhibit B and incorporated by reference into this Agreement, MMM Internet may terminate this Agreement immediately and without prior notice. MMM Internet may also terminate this Agreement upon the giving of not less than thirty (30) days' prior written notice the Client. The Client may cancel this Agreement as provided for in Section 25.4. In the event the scope of Services provided to Client is unilaterally changed by MMM Internet as contemplated in Section 1 hereof, the Client shall be permitted to terminate the Agreement at any time prior to the date that the change proposed by MMM Internet is to take effect. 9. Limitation of Liability
CLIENT AGREES THAT NEITHER MMM INTERNET NOR ANY EMPLOYEES OR REPRESENTATIVES OF MMM INTERNET (COLLECTIVELY, "MMM INTERNET") WILL AT ANY TIME BE HELD LIABLE FOR ANY LOSS OF BUSINESS OR INJURIES OR LOSSES TO PERSONS OR PROPERTY FROM WILLFUL, ACCIDENTAL OR MISTAKEN SUSPENSION OR DELETION OF CLIENT INFORMATION OR DATA. The Client acknowledges and agrees that in no event will MMM Internet or any of its employees or representatives (collectively, the "MMM Internet Indemnitees") be liable for any special, indirect, consequential, punitive or exemplary damages, or economic damages (including but not limited to damages for loss of profits or revenues, loss of data, or loss of use) in connection with this Agreement, even if MMM Internet has been advised of the possibility of such damages. 10. Indemnity
The Client will indemnify and save harmless MMM Internet and all MMM Internet Indemnitees from and against all damages, losses, liabilities, fines, costs and expenses (including actual legal fees and costs), incurred by or awarded, asserted or claimed against MMM Internet or any MMM Internet Indemnitee in connection with this Agreement which are attributable, in whole or in part, to any negligent or willful activities or omissions of the Client or any breaches by the Client of its obligations under this Agreement. 11. Governing Law
This Agreement shall be interpreted in accordance with and be governed in all respects by the laws of the Province of Ontario and the laws of Canada applicable therein. The courts of Ontario shall have exclusive jurisdiction to entertain any action or proceeding brought by the parties in connection with this Agreement or any alleged breach of this Agreement. 12. Client Acknowledgement
The Client acknowledges that it accepts all risk of any unauthorized or illegal use of the MMM Internet network or any inter-connected network by third parties. MMM Internet provides no warranties, makes no representations, and accepts no liability for the unauthorized or illegal access or interference with the Client's server and or network. 13. Electronic Commerce
The Client is solely responsible for all aspects of its online activities, including the operation of any store or e-business. This includes, but is not limited to: a) the accuracy of statements and materials related to products and/or services offered online; b) the accuracy of accounting or billing; c) the accurate calculation and application of shipping and sales tax; d) the processing of orders, inquiries and complaints; and e) the maintaining of the confidentiality of client credit card numbers and personal information. 14. IP Addresses
MMM Internet assigns IP (Internet Protocol) addresses to the Client for its use. The Client has no right to use IP addresses not assigned to it, to move IPs between different servers or accounts or to use IP addresses in any manner not permitted by MMM Internet. MMM Internet maintains control of all IP addresses that are assigned to the Client and reserves the right to change or remove them at its sole and absolute discretion. MMM Internet acknowledges that IP address changes are rare and typically made only at the request of ARIN. Also, the allocation of IP addresses is restricted by the policies of ARIN. These policies dictate that name-based hosting must be used whenever possible. MMM Internet reserves the right to periodically review IP address usage and revoke authorization to use those IP addresses not being utilized or where name-based hosting could be used. 15. MMM Internet Administrative Access
Unless otherwise negotiated and included in this Agreement by way of amendment, MMM Internet staff and management retain the right to administrative access to any and all servers on its network/server(s) for the purposes of Datacenter, Network, Server maintenance, inventory and related activities. To facilitate this, all MMM Internet servers (not co-located servers) may include an MMM Internet administrative account designed for these purposes. 16. Acceptable Use Policy
The Client shall at all times comply with the terms and conditions of the then-current version of the Acceptable Use Policy posted at MMM Internet's web site, a current copy of which is attached as Exhibit "B" hereto and incorporated into this Agreement by reference. The Client agrees that MMM Internet reserves the right to amend the terms of the Acceptable Use Policy from time to time by posting a new or different version of the Acceptable Use Policy and advising Client of same. The Client's continued use of MMM Internet's Services after modification of the Acceptable Use Policy constitutes Client's acceptance of the modifications. The Client should relate the terms of this Acceptable Use Policy to its clients and use reasonable efforts to ensure their compliance with the terms and conditions thereof. 17. Severability and Waiver
If any provision of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, the offending provision will be severed but the remaining provisions will continue in full force without being impaired or invalidated in any way. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. 18. Relationship of Parties
No agency, partnership, joint venture, or employment relationship is created by this Agreement and neither party has the power to bind the other party. 19. Legal Fees and Costs
In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to recover its actual legal fees and disbursement costs from the other party. 20. Fees and Payment
The Client agrees to pay MMM Internet monthly and/or annual fees for Services provided, based on the services and rates identified in the Order. The Client is fully responsible to ensure payment of any and all amounts due are paid on time. Invoices are emailed and/or listed in the hosting control panel or, upon request, by fax or mail. Dollar amounts and costs indicated on the Invoice are in Canadian currency, unless otherwise stated. Payment for all MMM Internet Services are billed and due one (1) month in advance. 21.a Billing Information
The Client is responsible for keeping its contact and billing information up-to-date and accurate, including but not limited to a properly functioning and reachable email address and telephone number. MMM Internet shall not be held liable if the Client's account is suspended or terminated because of MMM Internet's inability to contact the Client due to incorrect contact or billing information. 21.b Overdue Accounts
Overdue accounts may, at the discretion of MMM Internet, be suspended. After a period of 72 hours, suspended accounts may be terminated at the discretion of MMM Internet unless payment is received in full or alternative, suitable arrangements are made with MMM Internet. A minimum $50.00 reconnection fee will be charged on all accounts reconnected after being suspended. Returned checks will also be charged an additional $30 NSF fee. If an account is terminated, there is NO possibility that it can be restored or its data recovered. MMM Internet shall not be liable to the Client or any other third party for any consequences of a Client's account being terminated. 21.c Other Charges
The Client will pay all sales, excise and other value-added taxes, duties or levies of any kind whatsoever imposed by any authority, government agency or commission in connection with MMM Internet's Services as provided under this Agreement. The Client is also responsible for collecting and remitting any such taxes, duties or levies from end users of the Client's products and services. MMM Internet reserves the right to charge the Client a standard hourly rate of $65/hour (Canadian Funds) to cover the resolution of excessive or unusual problems or complaints. 21.d Cancellation Policy
The cancellation of this Agreement by the Client must occur via the Cancellation Form provided by MMM Internet. This form can be requested by emailing
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. Cancellation forms must be submitted at least 30 days prior to the end of the Initial or Renewal Term of this Agreement. There are no partial refunds or credits for early cancellations. All payments to MMM Internet are final and non-refundable except as otherwise set out herein. 22. General
This Agreement contains the entire understanding between MMM Internet and the Client with respect to the Services described in the Order. This Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between MMM Internet and the Client. The Client acknowledges and agrees that all of its rights relating to MMM Internet's Services are as set forth in this Agreement and hereby waives all other rights that it may have by implication of law or otherwise. EXHIBIT "A" - Electronic Order Form This is the form used at MMM Internet's web site(s) to submit your order to MMM Internet EXHIBIT "B" - Acceptable Use Policy These are the rules of hosting on MMM Internet's server(s) This agreement is legal and binding. |
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