Terms of Service

  1. Services. ScaleEngine agrees to supply the services in accordance with the terms of this Contract. Customer agrees to receive the services from ScaleEngine in accordance with the terms of this Contract.
  2. Other Services. Upon request by Customer ScaleEngine may, at its option, provide Customer with technical and non-technical support, such as equipment reboots, troubleshooting, DNS and other support ("Other Services"), in connection with Customer's use of the service.
  3. Term. The term of this Contract will commence on the Effective Date and will continue thereafter for the term of one (1) month, unless terminated by either party as permitted by this Contract. This Contract shall automatically renew for a period of subsequent one (1) month periods unless written notice is provided by either party to the other at least 20 days prior to the expiration date, in which case the Contract will expire on said expiration date.
  4. Payment
    1. Customer will pay ScaleEngine any one-time install fees and recurring monthly fees specified in the service table, as well as any charges for other services (on an estimated or actual basis). Upon 30 days or greater written notice prior to the end of the term, ScaleEngine may change any fees payable under this Contract. Customer will pay all taxes levied against or upon the services stipulated in the service table (as amended by the parties from time to time) or otherwise provided by ScaleEngine under this Contract (not including taxes based on ScaleEngine's income).
    2. All one-time install fees will be payable in advance. All recurring monthly fees will be payable monthly in advance. Monthly fees for internet traffic and charges for other services, which are not billed as recurring monthly fees, will be payable in advance based on estimated usage, and settled monthly in arrears.
    3. Any payment not made when due will be subject to interest of two percent (2%) per month compounded monthly (equivalent to a yearly interest rate of 26.86%).
    4. If Customer's traffic usage fails to meet or exceed the amount specified as the minimum commitment in the bandwidth pricing section of the service table of this Contract, Customer will be billed for the amount of the minimum commitment.
    5. ScaleEngine reserves the right to require a refundable security deposit, the amount of which will not exceed the total amount of 3 month's reoccurring charges.
  5. Termination. Either party may terminate this Contract on 20 days written notice if the other party becomes the subject of any voluntary proceedings under any bankruptcy or insolvency laws, or becomes the subject of any involuntary proceedings under any bankruptcy or insolvency laws which are not dismissed or withdrawn within 60 days after filing. ScaleEngine may terminate this Contract on 20 days written notice if the Customer commits a material default. In the event of non-payment, ScaleEngine in its sole discretion, has the right to immediately terminate the Contract without notice.
  6. Limitation of Liability. The limit of ScaleEngine's liability in contract, tort (including negligence) or by statute or otherwise to customer (or its clients) concerning performance or non-performance in any manner related to this Contract, for any and all claims will not, in the aggregate, exceed the total fees paid by customer to ScaleEngine under this Contract in the immediately preceding one month from the date the claim arose. In no event will ScaleEngine be liable for any lost profits, special, indirect, consequential, incidental or punitive damages. Customer acknowledges that this limitation of liability and waiver of damages is a material term of this Contract and that ScaleEngine would not enter into this Contract in the absence of this waiver.
  7. Force Majeure. Neither party will be liable for any delay, interruption or failure in the performance of its obligations if caused by acts of God, war, declared or undeclared, fire, flood, storm, slide, earthquake, or other similar event beyond the control of the party affected ("Force Majeure"). If any Force Majeure occurs, the party claiming the Force Majeure will promptly notify the other. The party claiming the Force Majeure will use commercially reasonable efforts to eliminate or remedy the Force Majeure. This section will not apply to excuse a failure to make any payment when due.
  8. Indemnity. Except to the extent of ScaleEngine's gross negligence or willful misconduct, and to the fullest extent permitted by law, Customer hereby agrees to indemnify hold harmless, protect, and defend ScaleEngine and ScaleEngine's agents, employees, representatives and contractors from and against any and all claims, causes of action, liabilities, losses, costs, damages, whether foreseeable or unforeseeable, arising out of or related to any act, omission or neglect of Customer or Customer's agents, employees, representatives and contractors, or arising from or related to Customer's use of or activities on or about the Customer Space or Premises. The provisions of this section 13 shall survive the termination, cancellation or expiration of this Contract.

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