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Service Agreement
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This Agreement ("Agreement") is between Adult Virtual
Hosting Corporation, a Virginia corporation ("Adult Virtual
Hosting"), P.O. Box 237, Woodbridge Virginia 22194 and the
party specified in the order form annexed hereto and incorporated
herein by reference ("Order"). Such party shall be
referred to herein as the "Customer" and shall enter
into this Agreement by signing below.
For good and valuable consideration, the parties agree as follows:
1. SERVICES
Subject to the terms and conditions of this Agreement, Adult
Virtual Hosting will provide to Customer Internet facilities
consisting of some or all of: connectivity, web hosting, software
management, hardware management, and/or related services described
in the plan selected by Customer from Adult Virtual Hosting's
then published list of services offered from time to time ("Services").
The specific plan of Services to be provided initially to Customer
shall be as selected in the Order and thereafter as established
through correspondence between Customer and Adult Virtual Hosting.
2. TERM
The initial term of this Agreement shall be as stated in the
Order ("Initial Term"). The Initial Term shall begin
upon commencement of Service to Customer, provided, however,
no Service shall commence unless and until Adult Virtual Hosting
receives and accepts a completed Order from Customer, plus payment
in full for Services to be rendered during the Initial Term and
any setup charges. Adult Virtual Hosting reserves the right to
reject any submitted Order for any or no reason prior to written
acceptance thereof by Adult Virtual Hosting. After the Initial
Term, unless otherwise agreed to by the parties, this Agreement
shall automatically renew for successive terms of equal length
as the Initial Term unless terminated or canceled by either party
only as provided in Paragraph 9 below. The Initial Term plus
all successive renewal periods during which Service is provided
shall be collectively referred to as the "Term."
3. FEES AND PAYMENT
All fees for Services rendered or provided to Customer shall
be in accordance with Adult Virtual Hosting' fee schedule then
in effect, the terms of which are incorporated herein by reference.
A fee schedule setting forth Adult Virtual Hosting' current rates
for Services is annexed to the Order. Adult Virtual Hosting may,
with 30 days notice to Customer, amend the Services and/or the
rates and fees it charges for the Services. Fees for renewal
periods after the Initial Term shall be due and owing immediately
upon the first day of such renewal period. Customer will receive
an invoice for the charges for the basic Services rendered or
provided by Adult Virtual Hosting for such renewal period, plus
any additional Services rendered or provided by Adult Virtual
Hosting to Customer for the preceding month of the Term, and
any other charges or fees then due hereunder. Payment in full
of such invoiced amount is due upon receipt of the invoice. Credit
card orders will be charged automatically to the card number
on file for the amount of the invoice; if for any reason the
card does not clear with the bank on three attempts, the account
is subject to suspension. Should payment in full of any invoice
not be received by Adult Virtual Hosting within thirty (15) days
after date of invoice, Adult Virtual Hosting may impose a debt
service charge equal to one and one-half percent (1.5%) of the
overdue balance (or such lesser amount as may be required by
law) for each month or fraction thereof the overdue amount remains
unpaid. In addition, in the event that any amount due Adult Virtual
Hosting remains unpaid thirty (15) days after presentation of
an invoice to Customer, Adult Virtual Hosting, in its sole discretion,
may immediately terminate this Agreement, and/or withhold or
suspend Services. All taxes, fees and governmental charges relating
to the Services provided hereunder (other than income taxes of
Adult Virtual Hosting) shall be paid by Customer. Checks returned
unpaid (NSF) will be assessed a $20 charge. All payments are
in U.S. currency. .
4. CONTENT AND CUSTOMER'S RESPONSIBILITY
Adult Virtual Hosting will exercise no control whatsoever over,
nor have any responsibility or liability whatsoever for, the
content of the information passing through its network. Adult
Virtual Hosting shall make no effort to validate any information
passing through its network for content, correctness, usability
or for any other reason.
5. NO WARRANTY
Customer agrees to use Adult Virtual Hosting' Services, and any
information obtained through or from Adult Virtual Hosting, at
Customer's own risk. Customer acknowledges and understands that
neither Adult Virtual Hosting, nor any of its employees, representatives,
agents or the like, warrant that the Services offered or provided
hereunder will not be interrupted or be error free, nor do they
make any warranty or representation as to the results that may
be obtained from the use of the Service or as to the accuracy,
reliability or content of any information service or merchandise
contained in or provided through the Service, unless otherwise
expressly stated in this Agreement. Adult Virtual Hosting specifically
disclaims all warranties of any kind, including, without limitation,
the warranty of merchantability and fitness for a particular
purpose, whether expressed or implied, for the Service it is
offering or providing hereunder.
6. PROHIBITED USES
Customer shall not use Adult Virtual Hosting´s Services
in violation of Adult Virtual Hosting's "Acceptable Usage
Policy" provided herewith.
7. LIMITED LIABILITY
Under no circumstances, including negligence, shall Adult Virtual
Hosting, its officers, agents or anyone else involved in creating,
producing or distributing the Service hereunder be liable to
Customer or any third party, for any claims, causes of action
or direct, indirect, incidental, special, or consequential, trebled,
or punitive damages, that result or have alleged to have resulted
from the use of or inability to use the Service; or that results
from mistakes, omissions, interruptions, deletion of files, loss
of data, errors, defects, delays in operations, or transmission
or any failure of performance, whether or not limited to acts
of God, communications failure, theft, destruction or unauthorized
access to Adult Virtual Hosting' records, programs or services.
Adult Virtual Hosting further shall have no responsibility whatsoever
to Customer or any third party for the accuracy or quality of
information obtained through or in connection with its Services
provided hereunder. Notwithstanding the above, Customer's exclusive
remedies for all damages, losses, costs or causes of actions
from any and all claims, whether in contract, quasi-contract,
statutory, tort including negligence, or otherwise, shall not
exceed the aggregate dollar amount which Customer paid during
the twelve (12) months immediately preceding the claim or the
term of this Agreement, whichever is less.
8. INDEMNIFICATION
Customer shall defend, indemnify, save and hold Adult Virtual
Hosting harmless from any and all damages, demands, liabilities,
losses, costs and claims, including, without limitation, reasonable
attorneys' fees, compensatory damages, punitive damages, trebled
damages, and statutory damages (hereinafter "Liabilities")
asserted against Adult Virtual Hosting, its agents, its customers,
servants, officers and employees, that may arise or result from
any service provided or performed or agreed to be performed by
Customer, its agents, employees or assigns or any product distributed,
offered or sold by Customer, its agents, employees or assigns.
9. TERMINATION
This Agreement may be terminated: (i) by the customer, without
cause, by giving the other party 30 days prior written notice,
any time after the initial contract term;(ii) by Adult Virtual
Hosting, without cause, by giving the other party 30 days prior
written notice; (iii) by Adult Virtual Hosting, at any time,
upon 20 days' prior notice if in the sole judgment of Adult Virtual
Hosting, Customer breaches any material provision of this Agreement
and has not cured same by the end of the 20 days; (iv) by Adult
Virtual Hosting in the event of nonpayment by Customer as provided
in Paragraph 3 above; and (v) by Adult Virtual Hosting, at any
time, without notice, if, in Adult Virtual Hosting' sole judgment,
Customer is in violation of any terms or conditions of Adult
Virtual Hosting' Acceptable Usage Policy.
10. ADDITIONAL TERMS AND CONDITIONS
Customer hereby acknowledges that it has received and reviewed
a copy of Adult Virtual Hosting' "Acceptable Usage Policy"
provided herewith and that the terms of the Acceptable Usage
Policy are incorporated herein by reference. Adult Virtual Hosting
reserves the right to amend the Acceptable Usage Policy from
time to time and Customer shall be bound by any such amendments.
Customer shall have the obligation to periodically visit Adult
Virtual Hosting' Web site to review its Acceptable Usage Policy
and to make certain Customer is in full compliance therewith.
In the event of any inconsistencies between this Agreement and
the Acceptable Usage Policy, the terms of the Acceptable Usage
Policy shall govern.
11. GUARANTEE
Each of Adult Virtual Hosting' hosting plans carries a 30 day
unconditional money back guarantee. If Customer is not completely
satisfied with Adult Virtual Hosting' services provided hereunder
within the first 30 days of the Initial Term, Customer will be
given a full refund of any amounts paid to Adult Virtual Hosting
hereunder excluding setup fees (unless canceled prior to activation),
domain registration fees and overages. No refund is available
after the 30th day of the Initial Term.
12. NOTICE
All notices must be sent either in writing or by email, except
as otherwise expressly provided herein that a notice must be
in writing. All notices to Adult Virtual Hosting shall be delivered
to its address stated above or its email address as provided.
All notices to the Customer shall be delivered to its mailing
address or its email address as provided on the Order. The parties
may change their respective address by notice delivered to the
other party. All notices delivered in writing must be sent either
by over night courier or certified mail, return receipt requested.
Evidence of successful transmission of all notices delivered
by email must be retained by the delivering party.
13. MISCELLANEOUS
This Agreement sets forth the entire agreement between Adult
Virtual Hosting and Customer with respect to the subject matter
hereof and supersedes all previous representations, understandings
or agreements and shall prevail notwithstanding any variance
with terms and conditions of any other prior writing between
the parties. If any provision of this Agreement is held to be
invalid by a court of competent jurisdiction, then the remaining
provisions shall nevertheless continue in full force and effect.
Customer may not transfer or assign this Agreement without Adult
Virtual Hosting' prior written consent. This Agreement shall
be governed by the laws of the State of Virginia and all claims
concerning this Agreement shall be brought exclusively in the
state or federal courts located in the County of Prince William
in the State of Virginia. The parties hereby consent to submit
to the jurisdiction of such courts and waive any personal jurisdiction
or venue defenses concerning said forum.
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AGREED TO: |
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By: |
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Name: |
________________________ |
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Title: |
________________________ |
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Company: |
Adult Virtual Hosting
Corporation |
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Date: |
_____________________ |
ACCEPTED: |
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By: |
________________________ |
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Name: |
________________________ |
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Title: |
________________________ |
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Company: |
________________________ |
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Date: |
________________________ |
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