service-agreement
Service Agreement for Data Storage and Transfer

(Please Print and Save a copy for your records) 

The following agreement is between Media3 Technologies, LLC. ("M3") of 33 Riverside Drive, Pembroke, MA 02359 and You ("client")

All services that M3 provides to you , including any updates, enhancements, new features, and/or the addition of any new services are subject to the following Service Agreement Terms. M3 reserves the right to update these terms at any time without notice to you. The most current version can be reviewed by clicking the appropriate hypertext link located in this control panel menu.

WHEREAS, M3 is an information provider connected to the Internet. M3 offers storage and transfer services over the Internet through access to its Web Servers and/or network;

WHEREAS, Client seeks to utilize M3's services for its own purposes;

WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, M3 can make no guarantee that any given reader shall be able to access M3's services at any given time. M3 represents that it shall make every good faith effort to ensure that its server is available as widely as possible and with as little service interruption as possible;

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows;

I. Financial Arrangements:

1. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions.

2. Renewal fees for the following term will be automatically charged to the credit card on file for your account unless other arrangements have been made. Payments may also be made by check. Returned checks are subject to a $35.00 returned check fee.

3. Accounts that have unpaid invoices more than 30 days past the renewal date will be suspended without notice until the account is brought current. M3 reserves the right to terminate the account and delete the files. M3 reserves the right to apply a $25.00 reconnection fee to all suspended accounts. Suspension does NOT release client of the responsibility for payment of the account and monies due.

II. Taxes:

M3 shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from Client or M3's server. Client agrees to take full responsibility for all taxes and fees of any nature associated with such products sold.

III. Material and Products:

M3 will exercise no control whatsoever over the content of the information passing through the network except for what is noted in section X of this agreement. Media3 will not host any material that is judged as pornographic in content. Please contact Media3 if uncertain of the nature of your content. M3 makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. M3 also disclaims any warranty of merchantability or fitness for particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of M3 is at the Client's own risk, and M3 specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of a connection to and does not represent guarantees of available end to end bandwidth. M3 expressly limits its damages to the Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. M3 specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

IV. Trademarks & Copyrights:

Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

V. Age:

The Client certifies that he or she is at least 18 years of age.

VI. Internet Etiquette:

Electronic forums such as mail distribution lists and Use Net news groups all have expectations regarding subject area and appropriate etiquette for posting. Users of these forums should be considerate of the expectations and sensitivities of others on the network when posting material for electronic distribution. The network resources of M3 may not be used to impersonate another person or misrepresent authorization to act on behalf of others or M3. All messages transmitted via M3 should correctly identify the sender; users may not alter the attribution of origin in electronic mail messages or posting. Users must not attempt to undermine the security or integrity of computing systems or networks and must not attempt to gain unauthorized access.

M3 does not permit :

1)The transmission of unsolicited bulk e-mail ("UBE") or unsolicited commercial e-mail ("UCE") (collectively known as spam) nor do we permit the use, sale, or development of software that intentionally hides or alters the origin of the sender.

2) The transmission of unsolicited bulk email thru a 3rd party where a website hosted on m3 servers is referenced.

3) Maintaining an open SMTP Relay

4) Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed primarily to assist or facilitate in the transmission of UBE/UCE including:

      -  the facilitation of the sending of spam

      -  the sale, offer to sell, advertisement or distribution of spamware and

      - the initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software

5) the sale of bulk e-mailing lists containing unauthorized and/or unconfirmed e-mail addresses and

6) the sale of other spam-friendly material

For purposes of this agreement, "spamware" means and includeds software, hardware, databses, lists, or services primarily designed or marketed to facilitate the sending of spam. Spamware may attempt to hide the sender, falsify e-mail header (origin) information, or disguise URL's to obstruct identification of web sites advertised by spam. Spamware may also include technology or other services designed to circumvent spam filters.

Complaints or allegations regarding any abuse of e-mail and/or the distribution of such software will be investigated. If it is found that the client has engaged in actions prohibited above, a warning to cease and desist will be issued. Subsequent violations will result in suspension and/or termination of the account without refund of service fees.

ALL software and files uploaded must follow the standard Internet guidelines for fitness of use.  Such software items that result in denial of service are not fit for use.  An example of a denial of service software would be eggdrop and is not acceptable. Media3 reserves the right to delete those files.    

VII. Privacy:

M3 will make every effort to protect the privacy of M3's clients.  M3 will not reveal personal information regarding its clients. M3 cannot however protect privacy through the Internic registration database as this information is open to the public.

VIII. Termination:

This Agreement may be terminated by either party, without cause, by giving the other party 30 days written notice. Written notice may be by postal, M3 form  or fax transmission. Media3 reserves the right to verify all cancellations before terminating service. Notwithstanding the above, M3 may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement.

IX. Limited Liability:

1. Client expressly agrees that use of M3's Service is at Client's sole risk. Neither M3, its employees, affiliates, agents, third party information providers, merchants licensers or the like, warrant that M3's Server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the M3 Server service, unless otherwise expressly stated in this Agreement.

2. Under no circumstances, including negligence, shall M3, its offices, agents or any one else involved in creating, producing or distributing M3's Server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the M3 Server service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance,whether or not limited to acts of God, communication failure, theft,destruction or unauthorized access to M3's records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on M3's Server service.

3. Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement and any reasonable attorney's fee and court costs.

X. Lawful Purpose:

Client may only use M3's Server for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged or judged in our reasonable opinion to be threatening or obscene, pornographic, profane, or material protected by trade secrets.

XI. Indemnification:

Client agrees that it shall defend, indemnify, save and hold M3 harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, ("Liabilities") asserted against M3, its agents, its customers, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless M3 against Liabilities arising out of (i) any injury to person or property caused by any products sold or otherwise distributed in connection with M3's Server; (ii) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; (iii) copyright infringement and (iv) any defective product which Client sold on M3 Server.

XII. Contract Revisions:

Revisions to this Contract will be applicable to previous Contracts. Revisions will be considered agreed to by the Client on renewal of Media3 Technologies, LLC  services as specified in Section I. Financial Arrangements.

XIII. Value Added Reselling:

Clients approved and authorized as Media3 resellers are allowed to resell the storage and transfer services provided by M3 as provided for in its standard product offering. Client agrees to handle and is responsible for all third-party client's content, support, set-up, maintenance and billing. Client agrees to having the necessary additional knowledge and skill level required.  Client also agrees that they are responsible for all payments for accounts brought on by client under the reseller program.

XIIII. Statute of Limitations:

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Media3 services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
    

This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Contract thereto are agreed to by the both parties upon renewal of services.
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts and of the Internet.

REV 1.3.0CP  9/28/2008