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MASTER SERVICES AGREEMENT
1 AGREEMENT of the suspected error within sixty (60) days of the date of the disputed invoice.
Service Provider shall have no obligation to make any billing adjustment or refund
1.1 Parties. This Master Services Agreement is by and between Hivelocity LLC and for any errors for which Customer has not provided Service Provider timely notice.
its affiliated entities (each the “Service Provider”) and the customer identified Disputed charges to the extent found to be in error shall not incur late fees.
under the Service Order (“Customer”), each a “Party”, together the “Parties”.
2.8 NON-PAYMENT, NO SET-OFF OR ABATEMENT. Service Provider reserves the
1.2 This Agreement governs all orders executed by Customer and the applicable right to suspend Customer’s account and any active Service in the event Customer
Service Provider (each such order a “Service Order”) providing for Customer’s fails to pay any undisputed Charges in accordance with this Agreement. Service
access to and use of any service provided by Service Provider (“Service”) whether Provider shall levy a $200 reconnect fee in respect of any suspended account or
such Service Order is completed through an online transaction or a duly executed Service. Customer acknowledges its obligation to resolve any bona fide dispute
electronic document. expeditiously and to pay any undisputed portion of the Fees pending resolution of
such dispute. The right of Service Provider to any payment provided for under this
1.3 The Agreement consists of (i) the Service Order; (ii) this Master Service Agreement Agreement shall not be subject to any abatement, reduction, set off, defense,
("MSA"); (iii) the applicable service addendum(s) in respect of the ordered Service counterclaim or recoupment of any amount due or alleged to be due by reason of
including any applicable Service Level Agreement contained therein (“Service any past, present or future claims of the Customer. Service Credits shall be subject
Addendum”); (iv) Service Provider’s Privacy Policy; (v) Service Providers to the further terms below. Service Provider will not issue refunds for any unused
Acceptable Use Policy and any other applicable policies as referenced therein; Services.
each of which may be found at https://www.hivelocity.net/legal/ (collectively the
“Agreement”). Each of (i) to (v) are hereby incorporated herein by reference. If 2.9 MERCHANT FEES, LATE CHARGES AND COLLECTION COSTS. Payment
any terms of this Agreement are in direct conflict with other Agreement terms, the processing fees may apply for non-standard forms of payment, details are provided
terms of the Service Order shall prevail to the extent required to resolve the conflict, in the Service Addendum. Service Provider reserves the right to suspend Services
followed by the Service Addendum, and then the Master Service Agreement. and require an alternative future payment method in the event it receives any credit
card merchant chargeback for Customer Charges. Charges not in dispute which
1.4 Service Provider may, at its option, permit Customer to add additional Services are not paid by Customer within thirty (30) days of Service Provider’s invoice shall
pursuant to the terms of this Agreement. Unless otherwise specified by Service accrue a late fee which shall accrue daily at the rate of one and one-half percent
Provider or this Agreement, the price of such additional Services shall be at the (1.5%) per month, or the maximum non-usurious rate under applicable law, until
Service Providers then current standard rates. paid. Such late fees shall be added as a Charge to Customer’s next invoice.
Customer shall pay Service Provider’s reasonable costs of collection, including
1.5 Service Provider reserves the right to replace, modify, or amend the terms of this reasonable attorneys’ fees, incurred by Service Provider in collecting any Charges
Agreement at any time. Any such modifications shall be applicable upon the earlier payable to it by Customer.
of (i) the expiry of the then current Term; (ii) the execution of a new Service Order;
or (iii) your other acceptance of such modifications to the Agreement. 2.10 OVERAGES. To the extent applicable to the Services and in the event that the
Customer’s usage of or access to the Services in any billing period exceed the
1.6 PLEASE READ THIS AGREEMENT CAREFULLY. This is a binding agreement usage allotment set forth in the applicable Service Order (“Overage”), including the
and includes automatic renewal terms and a class action waiver. usage allotment of electrical power, network bandwidth, the number of
subscriptions and/or the unit allotment of any third-party products/services (each
2 INVOICING AND PAYMENT. an “Overage Product”), the Charges invoiced by Service Provider to the Customer
for the monthly period in which the Overage occurred shall be adjusted on a non-
2.1 CHARGES. The charges for the Services are summarized in the Service Order, prorated basis accordingly to reflect the Overage in accordance with Service
and are subject to the further terms of this Agreement including any additional fees Providers then current unit price of such Overage Product.
and charges setout therein (the “Charges”). All or a portion of the Charges may
be invoiced to the Customer under the name of the Service Provider affiliate that 2.11 ADDITIONAL CHARGES. If Service Provider, during an investigation or trouble
performs a particular Service. Consolidated invoices shall be provided at Service shooting of any issue related to the Services, determines in its reasonable opinion
Provider’s discretion where possible. Customer shall pay Charges in U.S. dollars that the issue is caused by the Customer or related to a solution and/or service not
for all Services. included under the Services or attributable otherwise than to Service provider, then
Service Provider reserves the right to pause work on the issue until the Customer
2.2 SERVICE PROVIDERS LIST PRICES. Service Provider reserves the right to has agreed to pay any Charges in respect of the appropriate additional costs
increase its list prices for Services at any time. Service Providers List Prices shall relating to any associated engineering time or other costs incurred. Customer shall
be applicable to Services at the expiry of Customers then current Term and shall be invoiced and liable to pay the Charges outlined in the Acceptable Use Policy
be reflected in Customer’s invoices. Discounts and Special Offers applicable referred to in Section 4, for any non-compliance; this includes any corrective or
during an Initial Term shall automatically end following the expiry of the applicable investigative work undertaken by Service Provider in respect of Spam complaints,
Initial Term. IP Blacklists or DDOS attacks derived from Customer’s services at a rate of $250
per hour (minimum one (1) hour charge applies). Overage Charges and additional
2.3 CHARGE INCREASES. Customer’s Charges for contracted Services are subject Charges considered in this section may be invoiced in arrears separately to
to an annual inflationary price escalator of the greater of five percent (5%) or the Customers regular monthly invoices.
U.S. CPI rate (as published by the U.S. Bureau of Labor Statistics) effective from
January 1 of each year. Service Provider may also increase Customers charges 3 TERM AND TERMINATION OF SERVICES PURSUANT TO A SERVICE
to cover any cost increases resulting from third-party products and services (e.g. ORDER.
software license key fees) or regulatory changes applicable to the Services (e.g.
the application of a levy or additional tax). Service Provider will notify Customer of 3.1 TERM. The term of Services provided pursuant to each Service Order shall be for
any such increased costs as soon as practically possible and such increases will the period specified in the applicable Service Order for such Services or in the
be borne and paid for by the Customer and will be invoiced as Charges in the first absence of any such period being specified a period of one year (the “Initial
invoice immediately following the price increase. Term”). Unless otherwise agreed, the Initial Term of each Service Order shall be
deemed to commence from the Service Commencement Date as notified to
2.4 PAYMENT TERMS. Monthly recurring Charges will accrue and be invoiced to Customer by Service Provider and indicated on your first invoice. Upon expiry of
Customer in advance at the beginning of the month for which the Charges relate. the Initial Term, the Service Order shall automatically renew (i) for a subsequent
Set-up fee Charges will accrue upon execution of the Service Order. Other non- one (1) month term for all Services initiated on a flexible monthly or 30-day Initial
recurring charges including overages, late fees and cancellation fees, shall be Term, or (ii) a further twelve (12) month term for all other Services (the Initial Term
invoiced upon accrual. All payments for Charges are due upon delivery of invoice and each subsequent term, collectively the “Term”) unless timely notice of
to Customer. termination is provided by either party in accordance with the applicable
termination notice requirements set out in the Service Addendum.
2.5 SECURITY DEPOSIT. Customer may be required to pay to Service Provider a
security deposit. If Customer defaults under this agreement Service Provider may, 3.2 TERMINATION. Either Customer or Service Provider may terminate the Services
without notice to Customer and without prejudice to Service Provider’s other pursuant to a Service Order for cause if: (1) the other party breaches a material
remedies, apply part or all of the security deposit toward the cure of Customer’s term or condition of this Agreement or the Service Order and fails to cure the
default. Service Provider may co-mingle the security deposit with its own funds. breach within thirty (30) days after receipt of written notice of the breach; (2) the
Customer shall not be entitled to receive interest on the security deposit. other party fails to cure a payment default within five (5) days after written notice
by Service Provider of the default; (3) the other party becomes the subject of a
2.6 TAXES. Customer shall pay applicable taxes imposed by any taxing authority with voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency,
respect to the Services, excluding any tax on Service Provider’s net income. receivership, liquidation, or composition for the benefit of creditors; (4) the other
party becomes the subject of an involuntary petition in bankruptcy or any
2.7 BILLING DISPUTES. If Customer believes an invoice contains a Charge that is not involuntary proceeding relating to insolvency, receivership, liquidation, or
consistent with the terms of this Agreement, Customer shall notify Service Provider composition for the benefit of creditors if such petition or proceeding is not
dismissed within sixty (60) days of filing; (5) in the case of Service Provider in its testing purposes, and not for actual production. Except as expressly stated
discretion, if the Customer engages in any business conduct that is unethical, otherwise in writing, such Services are provided “as is,” and are provided without
illegal or could subject Service Provider to liability or reputational damage, or, any warranty, indemnifications, or other responsibility or liability on the part of
Customer exhibits abusive behavior towards its representatives. Service Provider. Such Services, in many cases, have not been fully developed or
tested, and may have flaws and vulnerabilities. Service Provider accepts no liability
3.3 EARLY TERMINATION. Except in the event of termination by Customer pursuant for any harm or damage arising out of or in connection with Customer’s use of such
to section 3.2 or at the end of the Term by providing notice in accordance with Services and Customer’s use of such Services in a production environment is not
section 3.1, Customer shall pay Service Provider, as liquidated damages and not recommended and would be at Customer’s sole risk. Service Provider may
as a penalty, an early termination fee equal to one hundred percent (100%) of the discontinue or modify such Services at any time in its sole discretion.
Charges for the remaining portion of the Term.
7 LIMITATIONS OF LIABILITY.
3.4 HOLD OVER. Upon termination of the services by either party for any reason,
Service Provider shall cease providing the Service pursuant to the affected Service 7.1 The provision of the Services by Service Provider is subject to the limitations on
Order. Customer’s obligations, including without limitation, to pay sums due and liability outlined in this Section and sets out the Parties’ entire liability arising out of
protect proprietary information, shall survive. Where applicable, in the event or in connection with the Agreement. Customer acknowledges and agree that the
Customer notifies Service Provider that the services are still required by Customer Charges for the Services under the Agreement are based upon this allocation of
following expiry of the term, Service Provider shall, at its discretion, continue to risk.
provide the Services on a flexible monthly Term chargeable at a ‘hold over’ rate of
one hundred and twenty five percent (125%) of the Charges and Customer shall 7.2 CUSTOMER’S EXCLUSIVE REMEDY FOR ANY FAILURE OF SERVICE
be liable to pay such hold-over rates as Charges. PROVIDER’S OBLIGATIONS PURSUANT TO THIS AGREEMENT SHALL BE
THE REMEDIES SET FORTH IN SECTION 3.2 ABOVE AND ANY SERVICE
4 ACCEPTABLE USE OF SERVICES AND LAW ENFORCEMENT ACTIVITIES. CREDIT DUE PURSUANT TO ANY APPLICABLE SERVICE LEVEL
Services shall be subject to Service Provider’s Acceptable Use Policy at all times AGREEMENT SET FORTH IN THE APPLICABLE SERVICE ADDENDUM FOR
which can be found at https://www.hivelocity.net/legal/ . Customer shall not use SUCH SERVICE. CUSTOMER ACKNOWLEDGES THAT, WHERE
any Service in a manner prohibited by law or that Service Provider reasonably APPLICABLE, A SERVICE CREDIT IS CUSTOMERS SOLE AND EXCLUSIVE
determines may adversely affect a Service, Service Provider’s systems, Service REMEDY IN RESPECT OF ANY BREACH OF A COLOHOUSE SERVICE
Provider suppliers or other Customers, the integrity and operation of Service LEVEL AGREEMENT. NO CLAIM MAY BE ASSERTED BY CUSTOMER
Provider’s business, or Service Provider’s ability to provide Services to other AGAINST SERVICE PROVIDER MORE THAN TWO (2) YEARS FOLLOWING
Service Provider customers. Service Provider may terminate or suspend any THE DATE OF THE EVENT THAT UNDERLIES SUCH CLAIM.
Service without notification if Service Provider determines to its reasonable
satisfaction that Customer has used the Service to engage in any prohibited 7.3 IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE OR RESPONSIBLE
activity or a situation exists which may result in a similar threat (e.g. a denial-of- TO CUSTOMER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, DIRECT,
service attack). Any such Service Provider action shall not be deemed to be a INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED
Service Interruption. Service Provider may cooperate with law enforcement TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF
agencies in any investigation related to the use of a Service Provider Service and TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION
investigate any complaint or reported violation of law or Service Provider’s policies OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE
and take any action it deems is reasonably appropriate as a result of such POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF
investigations. CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE.
5 EMERGENCY AND SCHEDULED MAINTENANCE. In the event of any change
in Service Provider standard scheduled maintenance window, Service Provider will 7.4 IN NO EVENT SHALL SERVICE PROVIDER LIABILITY TO ANY CUSTOMER
provide reasonable notice by email to Customer of scheduled maintenance OR ANY THIRD PARTY IN ANY CIRCUMSTANCE EXCEED THE AMOUNT OF
affecting the Services and will use reasonable efforts to notify Customer of CHARGES CUSTOMER ACTUALLY PAID TO SERVICE PROVIDER FOR
emergency maintenance affecting the Services, provided that Service Provider SERVICES IN THE MONTH IMMEDIATELY PRIOR TO THE ACTION GIVING
may perform emergency maintenance at any time, without advance notice to RISE TO THE ALLEGED LIABILITY.
Customer. During scheduled and emergency maintenance periods, Service
Provider’s Services may be unavailable to Customer. Service unavailability during 8 CUSTOMER OBLIGATIONS.
maintenance periods shall not be considered a Service Interruption for purposes
of service level provisions outlined in the Service Addendum. Customer is 8.1 END USER LICENSE TERMS. Customer agrees: it will not copy any license keys
responsible for maintaining up to date contact information in accordance with or otherwise decrypt or circumvent any license keys with respect to software
Section 15 below. provided by Service Provider or used in connection with the Services nor reverse
engineer, decompile, or disassemble any such software or code, except to the
6 SERVICE LIMITATIONS. extent such activity is expressly permitted by the manufacturer or developer of the
software or code or applicable law; it will not use license keys provided by Service
6.1 DISCLAIMER OF WARRANTY. SERVICE PROVIDER PROVIDES THE Provider on a second system or through any other service provider; it will not
SERVICES "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED remove, modify or obscure any copyright, trademark or other proprietary rights
AND DOES NOT PROVIDE A WARRANTY OR GUARANTEE THAT THE notices that appear on or during the use of any such software or service; to observe
SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SERVICE the terms of any license or applicable end user subscriber agreement for the
PROVIDER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF software or other products made available to Customer; and, assist and enable
MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR Service Provider access to systems in order to verify compliance with this section.
PURPOSE, INCLUDING ANY WARRANTIES THAT THE SERVICES WILL MEET Service Provider will not have any liability to Customer or any other party resulting
CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. CUSTOMER from Customer’s violation of any license agreements or end user subscriber
ACKNOWLEDGES AND AGREES THAT SERVICE PROVIDER PROVIDES NO agreements that govern such software or products and Customer will be solely
WARRANTY, EXPRESS OF IMPLIED FOR ANY THIRD-PARTY responsible for any additional software or products that Customer installs or uses
MANUFACTURED OR DEVELOPED PRODUCT, TECHNOLOGY, SOFTWARE in connection with the Services. Additional restrictions may apply to any Microsoft
OR SERVICE AND WILL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER software provided to Customer in connection with the Services. Customer agrees
FOR ANY DEFECTS IN THE SAME, OR FOR THE UNAVAILABILITY OF to comply with all applicable Microsoft Corporation licensing terms. Customer’s
UPDATES, PATCHES OR REPAIR IN RESPECT OF ANY SUCH DEFECTS. own Microsoft licenses must be maintained under Microsoft’s Software Assurance
Program. In the event Customer’s Software Assurance expires, Customer must
6.2 END OF SUPPORT. Any use of an application, operating system, or other either (i) renew its compliance with the Software Assurance Program, (ii) purchase
software that is considered to be end of support by the vendor or community that a valid Microsoft license from Service Provider; or (iii) remove the expired license
maintains software, or that is at least two major revisions behind the current from the Services. Customer shall reimburse Service Provider any costs incurred
release, is considered unsupported software and will not be supported, upgraded, as a result of Customer’s non-compliance with this clause.
patched, monitored, or migrated by Service Provider. The continued use, support,
maintenance, and security of unsupported software will be the responsibility of 8.2 EXPORT, SANCTIONS. Customer’s use of the Services must be in compliance
Customer. Compliance with the applicable vendors required license reporting and with applicable laws. Without limiting the foregoing statement, Customer agrees to
billing for the use of unsupported software will remain applicable based on the most comply with all restrictions and regulations of the U.S. Department of the Treasury,
current supported version and the then current pricing and customer agrees to Commerce, Foreign Affairs, or any other domestic or foreign agency or authority
indemnify Service Provider for any breach of this requirement. Any servers/virtual in connection with Customer’s use of the Services, and to not, in violation of any
machines running operating systems or software which vendor support has been laws, transfer or authorize the transfer of any Services into any U.S., U.N., or any
deemed end of life, will not be included in any SLA calculations or credits. other applicable domestic or foreign governing agency or authority’s embargoed
countries. Customer represents and warrants that it is not located in, under the
6.3 BETA/EARLY ACCESS DISCLAIMER Service Provider may offer Customer control of, or a national or resident of any such country or using the Services for a
access to newly developed Services (sometimes referred to as test, beta, pilot, purpose that is otherwise prohibited in accordance with any such list.
early access, experimental, pre-release, limited release, developer preview, etc.).
In the event that Customer uses any such Services, such use shall only be for
July 12, 2024 (v1.3 published August 1, 2024 – © Hivelocity LLC.)
8.3 ANTI-CORRUPTION. The Customer will comply with all applicable anti-corruption or other competent jurisdiction) and to debt collection services if needed. Further
laws of the United States and other countries, including the United States Corrupt details of Service Providers use of personal information and Customer’s
Practices Act, the Canadian Criminal Code and Corruption of Foreign Public associated rights are outlined in Service Provider’s Privacy Policy as made
Officials Act and the U.K. Bribery Act 2010. Neither the Customer nor any of its available on its website.
representatives shall, directly or indirectly, offer or pay anything of value (including
gifts, travel, entertainment expenses and charitable donations) to any official or 15 NOTICES. Notices and other communications between Service Provider and
employee of any government, government agency, political party or public Customer related to this Agreement or a Service governed by it may be delivered
international organization, or any candidate for political office, to (i) improperly by email. Communications may be directed to Service Provider at
influence any act or decision of such official, employee or candidate for the purpose legal@hivelocity.net . Customer shall provide Service Provider with a valid email
of promoting the business interests of the other party in any respect, or (ii) address to be used by Service Provider for communications related to this
otherwise improperly promote the business interests of the other party in any Agreement and shall update that address as needed. Service Provider shall fulfill
respect. its notice obligations by providing Customer with notice at the email address most
recently provided to Service Provider by Customer for use in providing service
8.4 IP ADDRESSES. Customer acknowledges it has no right, title or interest in or to notices pursuant to this Agreement.
any network address or identifier (IP address and host name) (“Identifier”)
assigned to the Customer by Service Provider as part of the Services and that the 16 DISPUTES AND JURISDICTION. In the event of a dispute, Customer must first
Identifier may be determined by a third-party authority. Service Provider may, on send to Service Provider a notice of the dispute that shall include a written
reasonable notice to the Customer, change or require the Customer to update the statement that sets forth the facts giving rise to the Dispute (the “Dispute Notice”).
Identifier. The Dispute Notice to Service Provider must be sent to the address listed for
Notices in Section 15 above. Customer agrees it shall not issue formal legal
8.5 INSURANCE. Service Provider will maintain insurance aligned with its potential proceedings unless the parties fail to resolve the Dispute within sixty (60) days
liabilities under this Agreement. Customer acknowledges and agrees that after the Dispute Notice is received, or Service Provider fails to acknowledge the
insurance covering Customer losses, including losses related to interruption of Dispute Notice within ten (10) business days after the Dispute Notice was received.
business or cybercrime, is Customer’s responsibility. This Agreement shall be governed by the laws of the state of Florida. The location
of any legal proceeding arising out of or related to the Services or this Agreement
9 USE OF NAME AND MARKS. Neither party will, without the prior written consent shall be the Superior Court of Hillsborough County, Florida, or the United States
of the other party, use any trademark, service mark, brand name, copyright, paten District Court for the Southern District of Florida, and each party hereby irrevocably
or any other intellectual property of the other party or its respective affiliates. and unconditionally consent and submit to the exclusive jurisdiction of such courts.
Service Provider’s and Customer’s name and trademarks are proprietary and The prevailing party in any legal proceeding arising out of or related to this
nothing herein constitutes a license authorizing its use by the other party. Agreement shall be entitled to recover its reasonable attorneys’ fees and court
costs incurred in the proceeding, including in any appellate proceedings.
10 INDEMNIFICATION. Customer shall indemnify and hold Service Provider
harmless from and against any claims, damages, losses, liability, and expenses 17 WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. CUSTOMER
(including reasonable attorneys’ fees) arising as a result of any content or software AND HIVELOCITY AGREE THAT EACH PARTY MAY BRING DISPUTES
introduced, or allowed to be introduced, to Service Provider hardware or network AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND
that breaches any third party intellectual property rights or that is a violation of the NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
Service Provider Acceptable Use Policy whether such content or software is REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION
introduced by Customer, its employees or contractors, anyone using the Services FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS.
by or through Customer, or anyone authorized or permitted by Customer to access ACCORDINGLY, NO COMPETENT ADJUDICATOR SHALL COMBINE OR
the Service Provider facilities. CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS PURSUANT TO THIS
AGREEMENT WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED
11 CONFIDENTIALITY. Customer acknowledges that the following Service Provider PARTIES.
information is Service Provider proprietary information “Proprietary Information”
whether or not reduced to writing and whether or not specifically identified as 18 FORCE MAJEURE. Service Provider shall not be in default under any provision of
“proprietary” or “confidential:” this Agreement or be liable for any delay, failure of performance or interruption of
any Service resulting, directly or indirectly, from causes beyond Service Provider’s
(a) All information obtained by Customer as a result of access to the Service reasonable control, including but not limited to any of the following: earthquake,
Provider colocation facilities, including without limitation information which lightning or other acts of God; fire or explosion; electrical faults; vandalism; cable
could facilitate a security breach or disruption of or endanger Service cut; water; fire; fire suppression activities, flood; weather conditions; action of any
Provider facilities, operations or systems; governmental or military authority; national emergency; insurrection; riot; war; acts
of terrorism or civil disturbance; strikes; lockouts; work stoppages or other labor
(b) All Service Provider pricing and other provisions of this Agreement except to difficulties; supplier failure; shortage; or telecommunication or other Internet
the extent information is posted by Service Provider on areas of its website provider failure.
which are publicly accessible without restriction; and
19 SEVERABILITY. If any part of this Agreement is found to be unenforceable or
(c) any audit, compliance, certification or security reports provided to Customer. unlawful, then that provision shall be deemed severable and shall not affect the
validity and enforceability of any remaining provisions of the Agreement.
Customer shall not disclose any Proprietary Information or use it for its own benefit
except as required to perform its obligations under this Agreement. Customer shall 20 ENTIRE AGREEMENT. This Agreement, including all referenced documents,
limit disclosure of Proprietary Information only to its employees and consultants constitutes the entire agreement and understanding between the parties. It
having the need to know and shall take all reasonable steps to prevent any supersedes all prior or contemporaneous negotiations or agreements, whether oral
inadvertent or wrongful disclosure or use by such employees and consultants. or written, relating to its subject matter.
12 PCI COMPLIANCE. Service Provider acknowledges that it is responsible for the
security of cardholder data to the extent that Service Provider has control of that
data, and is responsible for the physical security of the systems that house
cardholder data stored there by the customer. The customer acknowledges that
they are responsible for determining the PCI DSS requirements applicable to them
and their unique workloads.
13 TRANSFER; ASSIGNMENT. Customer may resell the Services to third parties,
provided always that Customer’s reselling of the Services will not create a
relationship between Service Provider and any other person, nor will any other
person be entitled to exercise any rights or remedies under the Agreement.
Customer will remain liable to the Service Provider as primary account holder at
all times. Customer may not assign or transfer its rights and obligations under this
Agreement without the prior written consent of Service Provider, which consent
Service Provider may condition on Customer’s agreement to remaining bound by
the Agreement to pay Service Provider for Services utilized by Customer’s
assignee or transferee. Service Provider may assign or transfer its rights and
obligations under this Agreement without Customer’s consent.
14 PRIVACY NOTICE. Service Provider will hold certain Customer personal
information as reasonably required to provide the contracted Services and to
collect fees owed. Service Provider will never disclose such information to any third
party except as reasonably required by law (as evidenced by an order of a court
July 12, 2024 (v1.3 published August 1, 2024 – © Hivelocity LLC.)