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The following is the Terms of Service Agreement
that you must adhere to in order for us to
provide you with service. By using our services,
you agree that you have read the terms of
service and agree to it's terms.
The terms of this agreement are entered into
by and between Sqarelicious Inc. Internet
Services, Inc. (herein referred to as "Sqarelicious Inc.") and you ("Customer")
Sqarelicious Inc. and the Customer are "Parties"
hereto.
CONFIDENTIALITY
During the Term and thereafter, neither Party
shall disclose any proprietary information
of or regarding the other Party. Such proprietary
information shall remain the property of the
disclosing Party. A Party receiving proprietary
information shall (1) clearly mark it as such
when disclosing to the other Party; (2) use
or reproduce such information only when necessary
to perform this Agreement; (3) provide at
least the same care to avoid unauthorized
use or disclosure to third parties as it provides
to protect its own proprietary information;
(4) limit access to such information to its
employees, contractors, or agents who need
such information to perform this Agreement;
and (5) return or destroy all such proprietary
information, including copies, after the need
for such information has expired, upon request
of the disclosing Party (see NOTIFICATION),
or upon termination of this Agreement (see
TERMINATION).
SECURITY
Access to the Sqarelicious Inc. network (Herein
known as the "System"), the Internet,
and to certain online transactions involves
the use of identification numbers, passwords,
charge or debit accounts or other individualized
nonpublic information. The Customer shall
use its best efforts to prevent unauthorized
use of the system or any private materials,
and shall promptly report to Sqarelicious Inc.
any unauthorized use or other breach of security.
Customer shall be responsible for any unauthorized
use of its identification numbers or passwords
until Sqarelicious Inc. receives written
notice of a breach of security and a request
to block further access for such numbers and
passwords. Sqarelicious Inc. shall not be
liable for any unauthorized use of charge,
debit, or other credit accounts.
CONTENT
The Customer shall not use the System to post
or transmit any illegal material, including
without limitation any transmissions that
would constitute a criminal offense, give
rise to civil liability, or otherwise violate
any local, state, federal, or international
law or regulation. Customers shall not upload,
post, publish, transmit, or distribute in
any fashion, information, software, or other
material, which is protected by copyright
or other proprietary right or derivative works
with respect thereto, without obtaining permission
of the copyright owner or right holder and
shall not upload, post, transmit, or distribute
in any way any component of the system itself
or derivative works with respect thereto.
SPAM (Unsolicted Mass
E-mail)
The use of spam (see http://spam.abuse.net)
is strictly prohibited by Sqarelicious Inc..
Sqarelicious Inc. reserves the right to its
sole discretion to determine if content is
considered spam. If Sqarelicious Inc. has
determined such content is spam, Sqarelicious Inc. reserves the right to cancel services
without a refund. and may charge a disconnect
fee of up to $500. Our spam policies include
sending of, advertising within, and support
of spam. If you're looking to spam, please
look elsewhere. It's not worth your time or
money.
DISCLOSURE OF CONTENT
Sqarelicious Inc. reserves the right to the
monitor the system electronically and to disclose
any information as necessary to satisfy any
law, regulation or other governmental request,
to operate the System properly, or to protect
itself and/or its users. If required by court
order or requested by a government agency,
parties may disclose, without penalty, such
information even if was disclosed as proprietary
or confidential (see CONFIDENTIALITY).
INDEMNITY
In accordance with this agreement, the Customer
agrees to defend, indemnify and hold Sqarelicious Inc., its affiliates, contractors, agents,
vendors, and their respective employees harmless
from any and all liabilities, costs and expenses,
including reasonable attorney's fees, related
to or arising from: (A) Any violation of this
agreement by the Customer, (B) The use of
the system or the Internet or the placement
or transmission of any message, information,
software or other materials on the system
or the Internet by the Customer (C) Acts or
omissions of the Customer in connection with
the construction, installation, maintenance,
presence, use or removal of systems, channels,
or terminal equipment or software not provided
by Sqarelicious Inc. which are connected
or are to be connected to the system; and
(D) claims for infringement of patents arising
from the use of equipment and software, apparatus
and systems not provided by Sqarelicious Inc.
in connection with the services and the system.
WARRANTY OF SERVICES
Sqarelicious Inc. operates an online, computerized
interactive system. Sqarelicious Inc. does insure the 100% uptime of any such services
on the System. However, Sqarelicious Inc. reserves
the right to forfeit services due to acts
of god, or of any uncontrollable nature. If
at any time the Customer feels unsatisfied
with services it may notify (see NOTIFICATION)
Sqarelicious Inc. of its wish to discontinue
services, as provided under the termination
section, below. For more details, please
visit
www.squarelicious.com/sla.html for a detail of
our Service Level Agreement ('SLA').
TERMINATION.
If Customer perceives an outage or interruption
in services supplied to Customer by Sqarelicious Inc., it may, within ten (10) business
days, notify (see NOTIFICATION) Sqarelicious Inc. of Customer's request for a credit
for the perceived interruption. Sqarelicious Inc. will review Customer's request and
any accompanying log files, end-user complaints,
or other evidence supporting the perception
of a service interruption. Sqarelicious Inc.
will, within ten (10) business days and at
its sole discretion, decide if a credit is
to be issued. Sqarelicious Inc. will decide
the amount of such a credit if one is to be
granted, and notify (see NOTIFICATION) Customer
of its decisions. Customer then has ten (10)
business days to notify (see NOTIFICATION)
Sqarelicious Inc. that the credit is unsatisfactory
to Customer. If Sqarelicious Inc. does not
receive such notice, it will assume that the
credit is satisfactory, and that it has fully
compensated Customer for any loss or damages
resulting from the outage or interruption
in service. No further credit or monetary
damages will be issued due to the incident,
either pursuant to the terms of this Agreement
or arising from any Civil claim. By accepting
the credit, Customer forfeits all rights to
future litigation of damage claims resulting
from the outage or interruption.
TERM
The Term of this Agreement will commence when
Provider begins providing service to Customer.
The Term will continue after commencement
until service has been terminated as specified
under TERMINATION.
TERMINATION
Customer may terminate the Agreement upon
10 days notice (see NOTIFICATION) provided
Customer has paid all balances due to Sqarelicious Inc..
Sqarelicious Inc. may terminate the Agreement
upon 30 days notice. If Customer fails to
comply with the provisions of for payment
set forth in this agreement, Sqarelicious Inc.
reserves the right to suspend services without
notice and/or terminate the Agreement upon
10 days notice.
Additionally, if Customer fails to comply
with the legal provisions set forth in this
Agreement, Sqarelicious Inc. reserves the
right to suspend services provided to Customer
under this Agreement immediately upon discovery
of non-compliance.
ACCESS
Sqarelicious Inc. reserves the right to deny
the Customer access to all or part of the
system without notice if the Customer engages
in any conduct or activities that Sqarelicious Inc. in its sole discretion believes violates
any of the terms and conditions in this agreement.
If Sqarelicious Inc. denies the customer
access to the system because of such a violation,
the customer shall have no right (1) to access
through Sqarelicious Inc. any materials stored
on the System, or the Internet, (2) to obtain
any credit(s) otherwise due to the customer
and such credit(s) will be forfeited, (3)
to access third party services, merchandise
or information on the system, or the Internet,
and Sqarelicious Inc. shall have no obligation
to notify any third-party providers of services,
merchandise or information nor any responsibility
for any consequences resulting from lack of
notification or restriction of the Customer's
access.
PAYMENT FOR SERVICE
In accordance with this agreement, the Customer
agrees that payment for all services rendered
shall be remitted on or before the due date
set forth in the invoice regardless of payment
method.
In the event that the method of payment used
by the Customer fails and Sqarelicious Inc.
Financial Institution holds Sqarelicious Inc.
solely responsible, the customer will remit
the loss incurred by Sqarelicious Inc. and
a Five Dollar ($5) processing fee.
PAYMENT BY CREDIT CARD
Customer may supply Sqarelicious Inc. with
a credit card or debit card account number
(herein referred to as "card") in
order to make payment for services. In this
event, at the time Customer is issued an invoice
by Sqarelicious Inc., Sqarelicious Inc.
shall notify Customer by email of the amount
their Card is to be charged, as well as the
last four digits of the Card account number.
Sqarelicious Inc. shall then wait five (5)
business days, allowing Customer the opportunity
to contest such charges or request an alternate
payment method. In the event Customer wishes
to contest charges and notifies Sqarelicious Inc. as such during the five (5) day period,
Sqarelicious Inc. will not apply any charges
to Customer's Card until Customer and Sqarelicious Inc. have reached an agreement on the
amount to be charged to Customer's Card. In
the event Customer wishes to contest charges
after they have been applied to Customer's
Card, Sqarelicious Inc. will work with Customer
to determine the correct balance due. If an
error was made and Sqarelicious Inc. charged
an excessive amount, Customer may elect to
(1) have their account adjusted to show a
positive balance reflecting the overpayment,
(2) receive credit for the excessive charge
by the Customer's financial institution associated
with the Card, credit to be given within one
(1) business day of discovery of excess charges.
If Customer's Card is declined, Sqarelicious Inc. shall immediately notify Customer
of the payment problem. If Customer does not
notify Sqarelicious Inc. of an alternate
payment method or request that Sqarelicious Inc.
make a second attempt at charging Customer's
Card by the due date on the invoice, the Customer's
account will be considered past-due, and past-due
fees will be applied (see PAYMENT FOR SERVICES,
subsection PAST DUE BALANCES)
CURRENCY CONVERSION
All monetary amounts specified are in United
States Dollars. Customer shall be responsible
for any fees incurred due to currency conversion.
Currency fluctuations may affect the amount
of United States Dollars received by Sqarelicious Inc. following any currency conversion.
Customer shall be responsible for any shortfall
due to currency fluctuations.
PAST DUE BALANCES
If Sqarelicious Inc. does not receive payment
services rendered by the due date indicated
on an invoice issued to Customer, a $5.00
(Five Dollar) past-due balance charge will
be incurred by the Customer in addition to
a 1.5% interest charge applied to the overdue
balance for each month overdue. In the event
that payment has not been received within
forty-five (45) days of the due date indicated
on an invoice issued to Customer, or by such
a time which may be determined between both
parties due to special circumstances that
may apply, Sqarelicious Inc. reserves the
right to suspend services, or access to the
following but not limited to, the System,
data maintained on the System, E-mail, or
Web Sites. In the case that such restricted
access applies to the equipment of the Customer,
all equipment will be removed from the Sqarelicious Inc. network. Minimum monthly charges
still apply regardless of service. If payment
has not been remitted within ninety (90) days,
access to the System may, at Sqarelicious Inc.
sole discretion, be permanently denied. Sqarelicious Inc. may also, at its sole discretion,
archive or destroy any data stored by Customer
on Sqarelicious Inc.' System. In the event
Sqarelicious Inc. chooses to archive data,
such data becomes the sole property of Sqarelicious Inc.. Archived data will not be disclosed
to any third party. In addition, archived
data will not be disclosed to Customer until
all due balances have been paid in full, including
a fee of no less than fifteen dollars ($15.00)
for retrieving archived data. Any equipment
owned by Customer located on the Sqarelicious Inc. System or network will be removed
and placed into storage. Sqarelicious Inc.
may, at its sole discretion, seize sole ownership
of such equipment and credit Customer's account
an amount less than or equal to Customer's
current balance. Sqarelicious Inc. reserves
the right to employ a collection agency to
assume all uncollected balances, and to deny
future requests from Customer for services.
If the Customers method of payment is declined
it will be immediately notified in regards
to the problem. If no notice is received before
the current due date the account will be considered
delinquent and late charges will apply (see
PAYMENT FOR SERVICES). All other payment matters
between Sqarelicious Inc. and the Customer,
if discussed and confirmed in written agreement,
may supercede hereto any such terms set forth
in this agreement.
NOTIFICATION
All notices permitted or required under this Agreement, excluding invoices,
will be sent in writing by (1) electronic mail; (2) certified mail; or (3) overnight
mail, addressed to the
Parties as follows:
Sqarelicious Inc.
3300 South Decatur
#10325
Las Vegas, NV 89102
legal@squarelicious.com
GOVERNING LAW
Jurisdiction and venue. This agreement shall be governed by, and construed in
accordance with, the laws of the state of Illinois, exclusive of choice of law
rules. Venue for any action arising out of or in connection with this agreement
shall be in Illinois. The parties each hereby consent to the jurisdiction and
venue in Illinois and waive any objections to such jurisdiction and venue.
ASSIGNMENT
Neither Provider, nor Customer, may assign or delegate its responsibilities,
rights, or obligations under this Agreement to any other entity without the
written consent of the other Party.
MODIFICATION
This Agreement may only be modified by written amendment executed by persons
authorized to bind Customer and Provider. Oral or "on-line" agreements
contrary to the terms set forth in this Agreement will not be admissible in
the event of a dispute.
NO WAIVER
Sqarelicious Inc. failure to insist upon or enforce any provision of this agreement
shall not be construed as a waiver of any provision or right.
THE AGREEMENT
This agreement (and any amendments hereto) represents a binding written contract,
whether executed by each party on paper on paper or accepted by electronic communication.
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