HOOST COMMUNICATION SYSTEMS SUBSCRIPTION AGREEMENT - ACCEPTANCE OF TERMS
1. HOOST Communication shall use its diligent and reasonable efforts to perform the services selected by Customer as agreed to in this Agreement.
2. OWNERSHIP. HOOST Communication retains all right, title and interest in and to the services, as well as all intellectual property rights, including, without limitation, all copyright, trademark, moral and related rights.
3. PAYMENT TERMS.
4.1 BILLING TERMS AND CONDITIONS:
4.2 List Price: HOOST Communication's List Price shall mean the then- current (i.e., at the time of the event such as the issue of a relevant invoice to Customer) suggested list price for a HOOST Communication Service. HOOST Communication reserves the right to modify or change the List Price of its services upon thirty (30) days written notice to Customer.
4.3 Orders are not eligible for cancellation or reduction during an audit contract. Thereafter, written notification to cancel and/or reduce an order must be received by HOOST Communication thirty (30) days prior to the effective date of such cancellation or reduction AND must be emailed to email@example.com. Verbal cancellations and reductions or written notification to locations other than the email address listed above will result in continued charges for which the Customer will be held responsible.
4.4 HOOST Communication can only control HOOST Communication's servers and therefore does not guarantee delivery of all AUDIT requested by Customer in any given Reporting Period. Provided, however, if HOOST Communication is unable to provide at least seventy percent (70%) of the AUDIT requested in any Reporting Period, HOOST Communication will credit Customer the fee attributable to that affected measurement for that Reporting Period. The daily fee is equal to 3.3% of the monthly contract.
4.5 HOOST Communication shall archive AUDIT for six (6) weeks from the date of accomplishment. Customer may download and store AUDIT on Customer's computer equipment for its own future use.
5. OBLIGATIONS OF CUSTOMER
5.1 Except as expressly set forth herein, Customer may not copy, sublicense, rent, lease, barter, resell, or otherwise distribute the HOOST Communication Services to any third party entity or individual. Customer has the right to make such copies of the AUDIT as reasonably necessary for Customer's internal use of such AUDIT.
5.2 Subject to the terms and conditions of this Agreement, Customer may publish and disseminate for its internal purposes summaries of the AUDIT and to select third parties to verify service levels, provided that Customer agrees to prominently and clearly attribute HOOST Communication as the source of the AUDIT or information on which such summaries are based.
5.3 Customer shall indemnify and hold HOOST Communication harmless from any and all claims by third parties and all judgments, costs, and expenses, including reasonable attorney's fees, arising from Customer's use, summarization, or dissemination of any AUDIT, including, without limitation, trade libel and slander.
5.4 Customer grants HOOST Communication the perpetual right to include Customer's name in HOOST Communication's marketing materials published through any medium including press releases and case studies issued by HOOST Communication regarding Customer's use of the HOOST Communication Services. The contents of any press release or case study will be reviewed and approved by both parties public relations departments prior to issuance.
5.5 Except for the intended purpose of the HOOST Communication Services as provided on HOOST Communication's website or other applicable reference material, Customer agrees not to use, copy, modify, create a derivative work, or access any tool provided by HOOST Communication. Any violation of this provision may result in additional charges and/or cancellation of Customer's rights to receive information from HOOST Communication, at HOOST Communication's sole discretion.
6. SUPPORT PROVIDED BY HOOST Communication
7. TERM AND TERMINATION
7.1 This Agreement is effective when accepted above by the Customer ("Effective Date") and shall continue for as long as Customer uses HOOST Communication Services according to the terms and conditions of this Agreement. HOOST Communication shall have the right to terminate this Agreement upon (30) days written notice to Customer with or without cause.
7.2 Upon termination of this Agreement for any reason, the rights granted to Customer in Section 1 shall end and Customer shall immediately cease using the HOOST Communication Services. Sections 2, 3, 4, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement.
8. WARRANTY; INDEMNIFICATION
8.1 HOOST Communication warrants that during the term of this Agreement, HOOST Communication shall perform the HOOST Communication Services in a diligent manner and in accordance with industry standards.
8.2 EXCEPT FOR THE FOREGOING WARRANTIES IN SECTION 8.1, THE HOOST COMMUNICATION SERVICES ARE PROVIDED 'AS IS' AND HOOST COMMUNICATION MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HOOST COMMUNICATION NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE HOOST COMMUNICATION SERVICES, AUDIT OR ANY OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF THE DELIVERY, INSTALLATION, SUPPORT OR USE OF THE HOOST COMMUNICATION SERVICES, INFORMATION OR AUDIT. HOOST COMMUNICATION DOES NOT WARRANT THE RESULTS OF ANY PROGRAM OR SERVICE OR THAT ANY ERRORS IN THE HOOST COMMUNICATION SERVICES WILL BE CORRECTED. HOOST COMMUNICATION CANNOT GUARANTEE AND DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF OR RESULTS TO BE OBTAINED FROM THE AUDIT OR HOOST COMMUNICATION SERVICES DELIVERED TO CUSTOMER OR THAT THE AUDIT OR HOOST COMMUNICATION SERVICES ARE TRANSMITTED TO CUSTOMER WITHOUT INTERRUPTION OR DELAY.
9. LIMITATION OF LIABILITY
10.1 This Agreement is not transferable or assignable by Customer, in whole or in part, whether voluntarily or by merger, consolidation, or sale, or otherwise by operation of law without the prior written consent of HOOST Communication. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors, heirs and assigns.
10.2 Except as otherwise provided, any notice or other communication required or permitted under this Agreement shall be in writing and delivered in person, mailed or delivered by recognized courier service, properly addressed and stamped with the required postage, to the intended recipient at its address specified in this Agreement and shall be deemed effective upon receipt. Either party may from time to time change its address by giving the other party notice of the change in accordance with this section.
10.3 The failure of either party to insist upon strict performance of any of the terms and conditions hereunder, or waiver by either party in the exercise of any of its remedies shall not constitute a subsequent waiver of such terms and conditions or a waiver of any default or remedy.
10.4 Neither party shall be liable to the other party for any alleged loss or damages resulting from delays in performance, except for the failure to pay money due, resulting from any cause beyond the reasonable control of or occurring without the fault of such party (including loss or damages resulting from the delay or failure to deliver HOOST Communication Services or AUDIT).
10.5 This Agreement shall be governed by the laws of Canada, excluding both its body of law relating to conflicts of law and the Canadian Convention on Contracts for the Sale of Goods. In any legal action to enforce the terms of this Agreement, or arising out of an obligation to pay money subject to this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys' fees incurred.
10.6 In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This Agreement and any attached exhibits constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior proposals, negotiations, communications and agreements, whether oral or written, between the parties with respect to the subject matter hereof. In the event of a conflict between this Agreement and any other form or correspondence, the terms and conditions of this Agreement shall control. Any modifications to this Agreement must be in writing and signed by both parties.
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HOOST Communication Systems provides contract-based online quality and security assurance audit to companies that operate online businesses, portals and e-governement web sites.
Use of General Customer AUDIT
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