Normal;heading 1;AGREEMENT FOR INTERNET SERVER SERVICE
THIS AGREEMENT FOR INTERNET SERVER SERVICE (Agreement) is made and entered into this date of: by and between Holland Computers, Inc., whose address is 483 N. Abbe Road, Elyria, Ohio 44035 hereinafter Seller and (hereinafter Client), whose address is listed on this order.
WHEREAS, Holland Computers Inc., provides certain Internet services, as set forth below (individually Service, collectively, the Services), and; WHEREAS, the Client desires to utilize the Service provided by Holland Computers Inc.,, and designated by Client below, on the terms, provisions and conditions contained in this Agreement.
IT IS, THEREFORE, AGREED, in consideration of the mutual covenants and payments to be made pursuant to this Agreement, that:
Selected Service.
Client hereby chooses to purchase and utilize the following Holland Computers Inc., Service as set forth on Exhibit A attached hereto and incorporated herein:
CLIENT UNDERSTANDS AND AGREES THAT THE SERVICES MAY, FROM TIME TO TIME, BE TEMPORARILY UNAVAILABLE OR LIMITED BECAUSE OF CAPACITY LIMITATIONS AND/OR USAGE TRAFFIC, AND MAY BE TEMPORARILY UNAVAILABLE, INTERRUPTED OR CURTAILED DUE TO EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIRS AND SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OPERATION OF THE SERVICES.
Agreement / Contract Term: This Agreement shall commence on the date this Agreement is executed and shall remain in effect as long as Client is hosting or utilizing sellers service. Unless the Client terminates this Agreement in writing by notice (as set forth below), this Agreement shall continue for each successive month after the first month until such time as client shall terminate the Agreement in writing. If client terminates this agreement within the contracted term client will be healed responsible for all charges listed in Exhibit A
Client Hardware and Software.
Client shall provide all telephone connections, computer equipment, and software to access the Services. Holland Computers Inc., makes no warranties or representations with respect to the compatibility of Clients hardware and/or software with the Services and/or the equipment and software provided by Holland Computers Inc.,.
Payment.
Client agrees to pay as outlined for Service plus the applicable setup fee in advance prior to commencement of Service.
Customer understands and agrees that when using a credit card any and all charges applicable will be charged automatically to the card. If the credit card used to pay charges under this agreement is declined for any reason client will be responsible for an account processing fee of 20% of the amount due. If payment is not collected for said charges within 30 days from date of invoice all service, website, email, and other services will be tuned off or disable, client will be responsible for a reconnect fee on all service in the amount of $65.00 per incident.
Late Charge; Returned Checks.
Client agrees to pay, in addition to the monthly service fee, a late charge of 2% on any balance not received within 30 days from the date of invoice. In the event Client shall elect to pay for the Service by check, and any such check is returned to Holland Computers Inc., for reason of insufficient funds (Check Return), Client agrees to pay Holland Computers Inc., the sum of $35.00 for each such instance of Check Return. Client acknowledges that they will be held responsible for any and all costs related to the collection of their balance due to Holland Computers, Inc.
Taxes.
Client shall be responsible for any taxes imposed, now or in the future, by any governmental agency on the Services. In the event any such tax is imposed, Client agrees to pay same on a monthly basis along with, and in addition to, the monthly charge for the Services selected by the Client.
Clients Use of Trademarks and Copyrights. Client warrants to Holland Computers Inc., that Client has full rights to use any trademarks, trade names, and/or copyrights which client may use in connection with the Services. Client agrees not to violate or use any trademark, trade name, and/or copyright owned by individuals or entities other than Client in connection with the Services.
Availability of Services; Limitation on Liability of Holland Computers Inc., Indemnity of Client. Client understands and agrees that the Services are provided on an as-is, as available basis, that Holland Computers Inc., grants Client no warranty, express or implied, with respect to the Services, including, without limitation, any warranty of merchantability or fitness for use, any
warranty with respect to Internet access. Holland Computers Inc., shall not be liable for Service interruptions caused by failure of equipment or services not provided by Holland Computers Inc., power outages, or other interruptions not within the complete control of Holland Computers Inc. Holland Computers Inc., shall not be responsible or liable for performance deficiencies caused or created by Clients equipment or by Clients use of Clients equipment, and Client hereby releases Holland Computers Inc. from liability arising from any content viewed or accessed by Client during Clients use of the Service. Holland Computers Internet Services performance under this Agreement shall be excused in case of labor difficulties, governmental orders, civil commotion, acts of God, or other conditions or circumstances beyond the control of Holland Computers Inc.,. Holland Computers Inc., shall not be responsible or liable if changes in operations, procedures, or services require modification or alteration of Clients equipment, render the same obsolete or otherwise affect its performance. In no event shall Holland Computers Inc., be liable for any incidental, special, consequential, or punitive damages, including, but not limited to, loss of profits, loss of business, loss of business opportunity, or loss of use. The liability of Holland Computers Inc. for actual proven damages for any cause whatsoever, including but not limited to, any failure of or disruption of service, regardless of the form of action, whether in contract or in tort or otherwise, including negligence or gross negligence, shall be limited to an amount equal to charges paid or payable by Client under this Agreement during the period such disruptions of Services occur. Client, and any user of the Services authorized by Client to use the Services, does hereby indemnify Holland Computers Inc. from and against any loss, cost, claim, liability, damage or expense (including reasonable attorneys fees) to third parties, relating to or arising from the use of the Service by Client, whether Client has knowledge of or has authorized such access or use, including, without limitation, claims for libel, slander, invasion of privacy, infringement of copyright or patent, negligence or tortuous action or behavior, or violation of law.
Internet Content. Client understands and agrees that Holland Computers Inc.,, by providing the Services exercises no control whatsoever over the content of the information passing through the equipment maintained by Holland Computers Inc., to provide the Services, and Client is forewarned that some information Client receives may be offensive or, on occasion, obscene. If Client is offended by certain language or expression of certain ideas, then by signing this Agreement Client acknowledges that Client has read this warning and will not hold Holland Computers Inc.,, its affiliates, employees, officers, directors or suppliers responsible for any language, thoughts, discussions or graphics which may be part of information viewed by Client on the Internet system. Client is warned that it is illegal and against Holland Computers Inc., policy for children to view, load, or in any other way access adult material (graphics, audio or text) and that any violation of this rule will be prosecuted to the full extent of the law and will result in the termination of Clients account without prior notification. As Holland Computers Inc., does not desire to degrade the exchange of legitimate information contained on the Internet, any information originated by Client must comply with these terms and conditions.
Lawful Purposes Only. The Services may only be used for lawful purposes. Transmissions of any material in violation of a federal or state law, rule or regulation is prohibited. This includes, but is not limited to: copyrighted material (other than copyrighted material the rights to which are owned by Client), material legally judged to be threatening or obscene, by local community standards, or material protected by trade secret. Client agrees to indemnify and hold harmless Holland Computers Inc.,, its affiliates, employees, officers, directors and suppliers from any claims resulting from Clients use of the Services, which damages Client or another party.
Holland Computers Inc., is committed to and supports the free flow of information and ideas over the Internet. Holland Computers Inc., does not actively monitor nor does Holland Computers Inc., exercise editorial control over the content of any web site, electronic mail transmission, mailing list, news group or other material created or accessible on or over Holland Computers Inc., Services. However, Holland Computers Inc., reserves the right to remove any materials Holland Computers Inc., does become aware of that are, in Holland Computers Internet Services sole opinion and discretion, potentially illegal or could subject Holland Computers Inc., to liability.
Data Storage.
Client is responsible for the protection of Clients account and data. Client understands and agrees that the Internet is not a secure system. Data can be and often is, viewed by third parties. Information of a private or confidential nature should not be placed on the system or if it is Client should take appropriate actions to protect data or information using encryption technologies. HOLLAND COMPUTERS INC., SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE SECURITY OF CLIENTS ACCOUNT AND THE DATA STORED AT HOLLAND COMPUTERS INC. Client understands and agrees that back-ups may remain in Holland Computers Inc.s facilities and could be subject to seizure by law.
Data Corruption and Viruses.
It is recognized that the Internet may contain viruses and other data corruption agents that may, if not eliminated, destroy parts or all of the data contained in Clients computer. Holland Computers Inc. has no control over these viruses. Holland Computers Inc., does not provide any filtering or checking of data to eliminate these viruses.
CLIENT AGREES TO PROVIDE CLIENTS OWN MECHANISM FOR CHECKING CLIENTS COMPUTER SYSTEM FOR VIRUSES AND DOES HOLD HOLLAND COMPUTERS INC., ITS PARENTS, EMPLOYEES, OFFICERS, SUBSIDIARIES AND SUPPLIERS HARMLESS AND FAULTLESS FOR ANY DAMAGE CAUSED BY VIRUSES OBTAINED THROUGH HOLLAND COMPUTERS INTERNET SERVICES.
Further, Client agrees not to introduce, knowingly or unknowingly, any virus onto the Internet system or Holland Computers Inc.s hosts. FURTHER CLIENT AGREES TO HOLD HOLLAND COMPUTERS INTERNET SERVICES, ITS PARENTS, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR SUPPLIERS HARMLESS FROM, AND TO INDEMNIFY HOLLAND COMPUTERS INC., ITS PARENTS, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR SUPPLIERS FOR ANY DAMAGES RESULTING FROM ANY VIRUSES AND/OR SOFTWARE BUGS INTRODUCED BY CLIENT INTO THE INTERNET OR HOLLAND COMPUTERS INTERNET SERVICES SYSTEMS.
Content Development and Programming: Website, Email, Software on any other content development
Seller will design a format, including images and language (herein call a Web Page) based on information provided by client. The content of the Web Page shall be subject to sellers approval. The content of the Web Page shall consist of information submitted to Seller by client via series of meetings and mailings by an individual(s) authorized by client. After receipt of said information and preparation of the Web Page, client may approve the content of the Web Page within five (5) business days after viewing submission to Internet via World Wide Web. Submission shall be deemed made on the date on which client is informed of the web address in which web page is available to view. If client fails to reject in writing the content of the Web Page during said period, client shall be deemed to have approved the content of the Web Page. If client does not respond to correspondence document and approval requests within 30 days the project will be consider complete regardless of the status of the project and client will be required by pay the full amount of this contact.Upon approval of the content of the Web Page, the Web Page will be activated for installation on clients Web server.
Client shall have all rights or authority to reproduce or otherwise use the Web Page for any purpose whatsoever. The development shall be a work for hire for copyright law purposes.
Client shall indemnify, defend and hold SELLER harmless from and against any and all actions, causes of action, claims, demands, liabilities, costs and expenses (including, but not limited to, court cost, fines, penalties and attorneys fees) arising, directly or indirectly, as a result of any of the foregoing by or of third parties with respect to the Web Page, or the Agreement (including, but not limited to, copyright infringement claims, antitrust claims and violations of any Federal, State or local Fair Housing or related laws, ordinances, rules or regulations). This indemnification provision shall not apply to claims arising out of Sellers negligence or intentional misconduct.
SELLER makes no representations or warranties concerning the Web Page, or with respect to the fitness of the Web Page for Buyers purposes or with respect to the marketing results of any of the foregoing or any other matters. All implied warranties are excluded. The liability of SELLER is strictly limited to return of all funds actually paid to SELLER by BUYER for the Web Page. All consequential, special and punitive damages are excluded and waived by BUYER.
SELLER will use its good faith efforts to cause the Web Page to be designed on or before the date set forth on the Addendum (subject to delays beyond the reasonable control of SELLER). Client understands that the above is only an estimate and SELLER reserves the right to bill on an hourly basis for any additional time needed to develop Client web site. Any and all changes to the above must be submitted in writing to Client.
Age of Client. Client, if client is an individual, warrants that Client is at least eighteen (18) years of age.
Termination of Service by Holland Computers Inc.
In the event Client shall violate any provisions of this Agreement, Holland Computers Inc., may, at the sole and absolute discretion of Holland Computers Inc., terminate Clients use of the Service immediately and without notice. Should service have to be terminated due to such a violation, customer will be responsible of all costs involved in termination and any and all damages to Holland Computers, Inc. due to the violation. Violation include but not limited to: Explicit or unacceptable website content, nudity, spam mailings, any action that causes sellers
mail server to be black listed by spam monitoring companies, any information content or pictures that causes seller to enter into litigation, any and all electronic transitions that cause system performance issues due to size or content.
Dispute Resolution.
If the Customer fails to make payment in accordance with the stated terms, Holland may declare all obligations of the Customer to Holland immediately due and payable and proceed to enforce payment and exercise any and all of the rights and remedies provided by the Uniform Commercial Code. The Customer shall pay all expenses incurred in the collection of the amounts due Holland, including attorneys fees. Customer agrees that any dispute or claim arising out of this Agreement shall be enforced by lawsuit in Lorain County, Ohio only. Customer shall indemnify and hold Holland harmless from all expenses (including reasonable attorneys fees), claims, demands, suits, judgments, actions, costs and liabilities (including those alleging negligence on the part of Holland) which arise from, relate to or are connected with the Customers negligent possession, use, operation and/or resale of the parts, materials and/or equipment described herein.
AUTHORITY TO SIGN AGREEMENTThe individual executing this Agreement on behalf of Customer warrants and represents to Holland that he or she has full authority to execute this Agreement on behalf of Customer, and that this Agreement constitutes a legal, valid and binding agreement and obligation of Customer in accordance with its terms. In the event Holland is advised or notified that the individual executing this Agreement does not have said authority on behalf of Customer, or in the event customer fails to pay, then the individual executing this Agreement shall be personally liable under the terms hereof, including, without limitation, any and all sums due Holland.Notice of Termination by Client. Client shall provide notice to Holland Computers Inc., of Clients desire to terminate the Service by mailing a written notice of termination to Holland Computers Inc., at the address set forth at the beginning of this Agreement. Such notice shall be mailed to Holland Computers Inc., by certified mail, return receipt requested.
Applicable Law.
This Agreement shall be construed and interpreted under, and governed and enforced according to, the laws of the State of Ohio applicable to contracts wholly perwithin the State of Ohio.
Binding Effect; Survival.
The terms, conditions, represenand warranties contained herein contained shall apply to, bind, be enforceable by and inure to the benefit of the heirs, legal representatives, successors and assigns of both parties.
Whole Agreement.
The parties acknowledge and warrant that this Agreement is the complete agreement between them and that no promises, representations or warranties other than those conherein have been made or relied upon unless by written agreement signed by all of the parties hereto.
PERFORMANCE OF DELAY
Holland shall not be liable for failure to perform or for delay in performance due to fire, flood, strike, inability to obtain necessary labor, materials or due to any other beyond its reasonable control. Severability. In the event that any provision of this Agreement or the application thereof to any person or in any circumstances shall be determined to be
invalid, unlawful or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful or unenforceable, shall not be affected thereby, and each remaining provision of this Agreement shall continue to be valid and may be enforced to the fullest extent permitted by law.
Counterparts; Amendments.
This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and may be canceled, modified or amended only as set forth herein or by a written instrument executed by each party to be charged therewith.
THE UNDERSIGNED, BEING THE OWNER (S) OF THE ABOVE CREDIT CARD, HEREBY AGREE (S) FOR VALUABLE CONSIDERATION TO UNCONDITIONALLY GUARANTY PAYMENT AND TO INDEMNIFY HOLLAND COMPUTERS, INC. FROM ANY AND ALL LOSSES. THE UNDERSIGNED AGREES TO WAIVE NOTICE OF DEFAULT AND THAT HOLLAND COMPUTERS, INC. MAY EXTEND THE TIME OF PAYMENT WITHOUT LIMITATION. THE UNDERSIGNED JOINTLY AND SEVERALLY AGREE (S) TO BE PERSONALLY LIABLE FOR THE OBLIGATIONS OF THE APPLICANT AND PERSONALLY LIABLE FOR ANY CHARGES PUT FORTH ON THE ABOVE CREDIT CARD FOR PRODUCTS SHIPPED TO THE ADDRESS ABOVE. THE UNDERSIGNED UNDERSTANDS ALL SALES ARE FINAL, UNLESS OTHERWISE DECIDED BY AN AUTHORIZED REPRESENTATIVE OF HOLLAND COMPUTERS, INC.
WARNING: This product can expose you to chemicals including Di(2-ethylhexyl) phthalate (DEHP), which is know to the State of California to cause cancer. For more information go to P65Warnings.ca.gov
