AGREE TO PERFORM AND PAY
UnoRed agrees to perform services defined in the Attached Proposal, and CUSTOMER agrees to pay the fees for the services in the sums described in the Attached Proposal for the TERM of the Agreement.
TERM OF AGREEMENT
The TERM of this Agreement shall be effective for the TERM specified in the contract unless terminated earlier as provided herein. This Agreement shall automatically renew itself for additional terms equal to the length of the original TERM, unless either party gives the other written notice of its desire not to renew at least: thirty (30) days prior to the expiration of the initial or any subsequent terms. CUSTOMER is responsible for full and total payment of TERM regardless of early termination of services.
ENTIRE AGREEMENT
The Terms and Conditions contained in this Agreement supersede all prior oral or written understandings between the parties and constitute the entire agreement between them concerning the subject matter of this Agreement and shall not be contradicted, explained or supplemented by any course of dealing between UnoRed or any of its affiliates and CUSTOMER or any of its affiliates. There are no understandings or representations, express or implied, not expressly set forth in this Agreement. This Agreement shall not be modified or amended except in writing signed by the parties.
PROVIDED INFORMATION
All materials delivered to UnoRed by CUSTOMER ('CUSTOMER's Material') shall remain the property of CUSTOMER, and UnoRed shall not have the right to use the CUSTOMER's Material except in performing the Development Services for CUSTOMER. The CUSTOMER warrants that all information and any other material provided to UnoRed is owned by the CUSTOMER. All Work Product except for the CUSTOMER's Material shall be the sole property of UnoRed, and UnoRed reserves all rights in the Work Product, subject to the above license.
CORE MODULES
UnoRed uses core modules of software code to build Programming Code and does not grant CUSTOMER resale or licensing rights to the Programming Code. All Work Product is subject to intellectual property rights reserved by UnoRed and/or others as designated by UnoRed, and may not be further licensed or transferred to others by CUSTOMER.
PRICE VARIANCE
UnoRed's price is subject to a variance of fifteen percent (15%) due to the interactive nature of creative, technical, and other development work for fixed-price, fixed-hour quote, or other estimated pricing. Costs for equipment may change due to market conditions and UnoRed agrees to promptly provide CUSTOMER notice of any such price changes. Unless noted otherwise, fixed-price estimates are subject to change by UnoRed if the requirements of the services to be performed change during the project based upon UnoRed's understanding.
CANCELLATION
CUSTOMER is responsible for full payment of TERM regardless of early termination. If UnoRed is in material breach of this Agreement, CUSTOMER may cancel this Agreement at the time of breach by giving written notice to cancel services to UnoRed. After all invoices are paid, UnoRed has thirty (30) business days to proceed with the cancellation. UnoRed may cancel this Agreement anytime during the TERM of the Agreement by giving written notice to cancel services to CUSTOMER. UnoRed at its sole discretion will remit an appropriate amount, if any, of pre-paid fees.
UNAUTHORIZED ACCESS
CUSTOMER specifically agrees not to make any attempt to gain unauthorized access to any other systems or networks. CUSTOMER is responsible for the security of his Work Product. UnoRed is not responsible for any unauthorized access to the Work Product including but not limited to hacker attacks, vandalism, corruption of information, theft of information, or any other manipulation or any resultant damages, real or immaterial, incurred thereof.
COMPLIANCE WITH THE LAW
CUSTOMER agrees to comply with all international, federal, state and local laws ('governing law'). In addition, CUSTOMER agrees to comply with governing law as it relates to content and the practice of content distribution thereof. UnoRed reserves the right to remove objectionable content on CUSTOMER's Work Product or any account on UnoRed’s servers, routers and any other equipment at UnoRed's sole discretion. CUSTOMER shall not use or permit CUSTOMER end users to use provided services in ways that violate laws, infringe the rights of others or interfere with users of UnoRed's network or other networks. For example, CUSTOMER shall not propagate computer worms or viruses; use a false identity; attempt to gain unauthorized entry to any site or network; distribute child pornography, obscenity or defamatory material over the Internet; or infringe copyrights, trademarks or other intellectual property rights. CUSTOMER further agrees to comply with U.S. export laws concerning the transmission of technical data and other regulated materials via the services provided.
REPRESENTATIONS AND WARRANTIES
UnoRed warrants that it is authorized to enter into this Agreement and grant the rights as set forth herein. CUSTOMER represents that it has the authority to enter into this Agreement and is not by law or agreement with others prohibited from entering into this Agreement. OTHERWISE, CUSTOMER AND UNORED DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, AGAINST INFRINGEMENT AND OF FITNESS FOR A PARTICULAR PURPOSE.
NONDISCLOSURE
CUSTOMER and UnoRed acknowledge that the other party may disclose to it ('Recipient') certain Proprietary Material in the performance of this Agreement. Recipient agrees: (i) to hold the Proprietary Material in strict confidence, (ii) not to use the Proprietary Material other than for the performance of this Agreement, and (iii) to disclose the Proprietary Material only to full-time employees of Recipient requiring such material for performance of the Services in accordance with this Agreement and who have undertaken an obligation of confidentiality and limitation of use consistent with this Agreement. 'Trade Secrets' means information of Recipient that is a trade secret under applicable law. 'Confidential Information' means confidential or proprietary information of value to CUSTOMER or UnoRed other than Trade Secrets. 'Proprietary Material' means Trade Secrets and Confidential Information. This obligation will continue during the TERM and for three (3) years thereafter for Confidential Information and for Trade Secrets as long as they are Trade Secrets under applicable law.
TRADEMARKS
UnoRed grants CUSTOMER permission to utilize, and CUSTOMER agrees to maintain and display, certain UnoRed designated trademarks and symbols in CUSTOMER's Work Product in the form placed by UnoRed pursuant to the Services. CUSTOMER grants permission to allow UnoRed to include it in customer lists and other marketing purposes.
LIMITATION OF LIABILITY
IN NO EVENT SHALL UNORED OR CUSTOMER (NOR THEIR SUPPLIERS OR CUSTOMERS) BE LIABLE TO THE OTHER PARTY OR ANYONE ELSE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM OR THE USE OF ANY SERVICE EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNORED's ENTIRE LIABILITY FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO DIRECT, PROVEN DAMAGES IN AN AMOUNT NOT TO EXCEED THE SUMS PAID BY CUSTOMER TO UNORED HEREUNDER, IN AGGREGATE FOR ALL SUCH CLAIMS.
BILLING POLICIES
UnoRed shall bill and CUSTOMER shall pay for the Services in accordance with UnoRed's standard practices. The full amount due to UnoRed shall be payable upon receipt of the UnoRed invoice. UnoRed reserves the right to review, modify, approve, and/or reject for any reason any or all CUSTOMER's proposals, contracts and orders for services. CUSTOMER agrees to pay UnoRed the fees for the services provided to CUSTOMER during the TERM. CUSTOMER shall pay to UnoRed any reasonable out-of-pocket expenses it incurs in connection with its performance of this Agreement. All sums described herein and due to UnoRed hereunder shall be paid in U.S. dollars. Taxes, surcharges, and/or shipping, and other applicable governmental charges are additional costs that will be charged to CUSTOMER in addition to charges stated in the Attached Proposal. CUSTOMER is responsible for the payment of all usage based surcharges that are applied to its account.
SEVERABILITY AND SAVINGS
If any paragraph, or clause thereof, of these Terms and Conditions shall be held to be invalid or unenforceable in any jurisdiction in which these terms and conditions apply, then the meaning of such paragraph or clause shall be construed so as to render it enforceable to the extent feasible; and if no feasible interpretation would save such paragraph or clause, it shall be severed from these terms and conditions and the remainder shall remain in full force and effect, unless leaving the remainder in full force and effect would make the Agreement unjust.
NON-WAIVER
A waiver of a breach or default under this Agreement shall not be a waiver of any subsequent default. Failure of either party to enforce compliance with any TERM or Condition of this Agreement shall not constitute a waiver of such term or condition.
COMMUNICATION
Any request or other communication shall be deemed sufficiently given to the addressee and any delivery hereunder deemed made when sent by certified mail addressed to CUSTOMER at its office specified in this Agreement or to UnoRed at the appropriate address specified in this Agreement. Each party to this Agreement may change an address by relaying it through written notice to the other party. All notices under this Agreement shall be in writing and shall be given in person, by certified or registered mail or by overnight courier, addressed to CUSTOMER at the address set forth in this Agreement or to such other address as either party may designate by notice pursuant hereto.
ASSIGNMENT
Except as otherwise provided within this Agreement, neither party may transfer or assign this Agreement without prior written consent of the other party. UnoRed and CUSTOMER may only assign this Agreement to its parent, an affiliate, or any successor in interest or pursuant to a merger, sale, or reorganization. Neither party shall be held responsible for any delay or failure in performance to the extent that such delay or failure is caused by circumstances beyond its control, except for CUSTOMER's obligations to pay sums due hereunder.
WAIVER
No course of dealing, course of performance, or failure of either party strictly to enforce any term, right, or condition of this Agreement shall be construed as a waiver of any term, right, or condition.
GOVERNANCE
Florida State Law, excluding its choice of law provisions, shall govern the construction, interpretation and performance of this Agreement.FORMATTING
All headings contained in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement or any clause.
LIMITATION DUE TO INTERNATIONAL SECURITY
UnoRed can only provide security services and encryption as allowed by the Federal government of the United States to foreign countries. Any limitation incurred by any governing bodies of the United States, treaties made on her behalf, or other regulatory agencies domestic or international shall not be construed as failure to perform.
INDEMNIFICATION
In connection with the this Agreement, if any lawsuit, claim, or proceeding is filed or if any fine or penalty is assessed against UnoRed that allegedly arises out of CUSTOMER's act or omission, CUSTOMER shall indemnify and hold harmless UnoRed against liability for damages, reasonable expenses, and legal fees incurred in the investigation and defense of any action, except to the extent or degree that UnoRed was liable as a result of:
- Having caused or contributed to CUSTOMER's act or omission, or
- Having assumed any liability, incurred any expense, or made any payment in compromise or settlement of the action, without CUSTOMER's prior written consent.
SPAMVERTIZED WEBSITES
You may not use the Service to host a site that is advertised in SPAM (a spamvertized site), even if you yourself are not engaged in spamming.
Additional Terms and Conditions
IMPORTANT NOTICE:
*All Payments To UnoRed, Inc. Are Non-Refundable*
UnoRed, Inc. ('The Company') agrees to furnish services to the Customer ('Subscriber'), subject to the following TOS (Terms of Service).
Use of UnoRed Services constitutes acceptance and agreement to UnoRed AUP (Acceptable Use Policy) as well as UnoRed TOS (Terms of Service).
All provisions of this contract are subject to the Company's TOS (Terms of Service) of UnoRed and AUP (Acceptable Use Policy). The AUP may be changed from time to time at the discretion of the Company. Subscriber understands that change to the AUP by the Company shall not be grounds for early contract termination or non-payment.
This Agreement shall be construed in all respects in accordance with the laws of the state of Florida, applicable to contracts enforceable in that state. Venue will be Orange County, Florida.
- Disclosure to Law Enforcement: The AUP specifically prohibits the use of our service for illegal activities. Therefore, Subscriber agrees that the Company may disclose any and all subscriber information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the Subscriber. In addition UnoRed shall have the right to terminate all service set forth in this Agreement.
- Service Rates: Subscriber acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to Subscriber. Subscriber is aware that the Company may prospectively change the specified rates and charges from time to time. The promotional offer is contingent upon Company achieving and maintaining its cost of service goals including but not limited to rates charged to company by its suppliers. Support rates and Development/Programming rates are different, and work will be billed at the then current UnoRed hourly rate.
- Payment: Establishment of service is dependent upon receipt by the Company of payment of stated charges. The client authorizes UnoRed.com to debit, credit card or bank account monthly and set up fees, according to the fees stated. Payment can be made by Visa, Master Card or Discover. The payments are due every month. The accounts will not be activated until payment is settled. The service invoices in advance (pre-paid), or monthly, quarterly, bi -annual or annually, according to the period chosen by the client.
- Payments and Fees: Credit cards or Checks that are declined for any reason are subject to a $25.00 declination fee. Service will be automatically interrupted on accounts that are 5 or more days past due. Invoices not paid by the due date listed are subject to a 10% late fee with a minimum of $15.00. Accounts that are not collectable by UnoRed may be turned over to an outside collection agency for collection. If account is turned over for collection, you agree to pay the company a 'Processing and Collection' Fee of not less than $150.00 but not more than $250.00. If you desire to cancel your account, please follow cancellation procedures as outlined.
- Refund and Disputes: All payments to UnoRed are nonrefundable. This includes the one time setup fee and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred.
- Failure to Pay: The Company may temporarily deny service or terminate this Agreement upon the failure of Subscriber to pay charges when due. Such termination or denial will not relieve Subscriber of responsibility for the payment of all accrued charges, penalties, and fees.
- Account Cancellation: Notices of cancellation must be received in writing at info@unored.com and cancellation will be effective 30 days after if your account is current with our accounting department and are subject to the terms of the Contract/Agreement. UnoRed preferred method of cancellation is via the ticketing section of your account. Please log into the clients section at https://www.unored247.com/bill/submitticket.php and request to have your service cancelled by submitting a ticket with sufficient details to the customer service department requesting cancellation.
- Denial of Service: We reserve the right to refuse service to anyone at any time for any reason.
- Suspension of Service or Cancellation: UnoRed reserves the right to suspend network access to any customer if in the judgment of the UnoRed network administrators the customer's server is the source or target of the violation of any of the other terms of the AUP or for any other reason which UnoRed chooses. If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacted regarding the activity. The customer will not be credited for the time the customer's machines were suspended.
- UnoRed reserves the right to amend its policies at any time. All Sub-Networks, resellers and managed servers of UnoRed must adhere to the above policies. Failure to follow any term or condition will be grounds for immediate Cancellation. You will be held responsible for the actions of your clients in the matter described on these Terms and conditions.
- Indemnification: UnoRed wishes to emphasize that in agreeing to the UnoRed Acceptable Use Policy (AUP) and Terms of Service (TOS), customer indemnifies UnoRed for any violation of the Acceptable Use Policy (AUP) and Terms of Service (TOS) that results in loss to UnoRed or the bringing of any claim against UnoRed by any third-party. This means that if UnoRed is sued because of a customer's or a customer of a customer's activity, the customer will pay any damages awarded against UnoRed, plus all costs and attorney's fees.