Service Agreement
This Agreement for Service (hereinafter "Agreement") governs the use of the 2b1 Mail Service. TERMS OF USE:
2b1 Mail Service (hereinafter "the Service") is an e-mail server hosted by 2b1, Inc., A California Corporation (hereinafter "the Company"). By clicking the "I Agree" check box displayed in the ordering process or using the Service you agree to the terms and conditions governing the use of the Service. (You or your shall mean your agents, employees, assigns, successors and predecessors).
By clicking the "I Agree" check box or using the Service, you are also agreeing that you have the legal authority to enter into this Agreement.
By clicking the "I Agree" check box or using the service, you are also agreeing that you understand and acknowledge that the Company is not an employee of yours in providing the Service to you and that this agreement does not create a joint venture or partnership. This is exclusively a contract for service.
By clicking the "I agree" check box or using the service you are agreeing that you: (a) shall not use the Service for spamming. (b) shall not use the Service in a manner which violates any city, state, national or international law or regulation. (c) shall not resell, rent, lease or make commercial use of the Service without the express written consent of the Company. "
TERMS & CONDITIONS:
1. Subscription. The initial subscription is for a one-year term (hereinafter "Initial Term.") Your Initial Term commences on the date that you sign up for the Service.
2. Renewal. THIS AGREEMENT WILL AUTOMATICALLY RENEW itself for successive one-year terms at the end of each year, unless a Notice of Cancellation is sent from the "Contact Us" page 30 days prior to the end of the current term. See the section on "Voluntary Cancellation" below for details on the information required in the Notice of Cancellation.
3. Fees. The fee for this Service shall be the current stated price contained in the Price Schedule that is in effect at the time you sign up for the Service. This price shall remain the same during your Initial Term. Thereafter, the Price Schedule that is in effect as of the date of your annual renewal shall govern Your monthly rate for that one-year renewal period. Once you sign up for the Service, you shall be billed each month for the full term, whether you use the Service or not.
4. Taxes. You will be responsible to pay, and reimburse the Company on request if the Company is required to pay value added, sales, use or other any other tax (excluding the Company"s net income tax) or fee that is imposed by any governmental authority on this Service.
5. Payment. In order to use the Service, you must provide the Company with a valid credit card. By signing up for the service you are authorizing the Company to charge your credit card on the first of each month at your current rate per the Price Schedule. If any monthly payment is declined for any reason, the payment shall be considered late and subject to late charges.
6. Late Payments. Any amount not paid when due shall bear late charges of one percent (1 %) per month from the due date until paid. You also agree to be liable for all expenses, including reasonable attorneys fees, incurred in collecting outstanding charges.
7. Involuntary Cancellation of Service. If you fail to pay the charges to the Company for a period of forty-five days (45) after the due date, the Company may, upon 10-day written notice via email, at its sole discretion (a) cease to provide the Service; and (b) delete your stored information. THE COMPANY SHALL NOT BE LIABLE FOR ANY ACTION TAKEN PURSUANT TO THIS SECTION. In addition, the Company reserves the right to pursue any and all other remedies authorized by statute or otherwise.
8. Voluntary Cancellation. To cancel your Service, you must email a cancellation notice from the "Contact Us" page. Your cancellation notice needs to include "Cancellation" in the subject line, and your contact name, your company name, address and your telephone number plus your domain name(s) as used during the Service configuration and the requested date of termination in the body of the email. If you cancel before the expiration of your 1-year term, you agree to pay the Company a cancellation fee equal to your last 2 months service charges.
9. Limited Warranty. Once your account has been established, and your data is stored on a server designated by the Company, you will have access to your account from any computer or smart phone which supports Active Sync. Nominal updates will be performed on an as needed basis and normally do not require an interruption of service. These updates include patches, modifications, security adjustments, upgrades and other installations required to keep the systems up-to-date. Updates or system work requiring a reboot or minimal service interruption will typically be performed on __________ [specific date" Time"] Due to the nature of email, the Company cannot guarantee the delivery or receipt of email. Our target system availability is 99.99% reliability of the Service. The Company is committed to responding to any email problem within ____ [hours, days, etc] EXCEPT FOR THIS WARRANTY, THE COMPANY AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE.
This limited warranty gives You specific legal rights. You may also have other rights, depending on the applicable jurisdiction. If you believe that the Service did not conform to the warranty described above you may contact the Company from the "Contact Us" page. Your sole remedy for any breach of this limited liability warranty shall be either re-performance of the specific service component which failed, free of charge or, at your discretion, refund of the associated service fees paid by you for the period in which the specific service component failed to conform to our limited warranty. If your jurisdiction should not allow this exclusion or limitation of relief, incidental or consequential damages, the above mentioned limitation may not apply to you.
10. Limitation of Liability. The Company and it"s licensors cumulative liability to you and all other parties for any loss or damages resulting from any claims, demands or actions arising out of or relating to this agreement or the use of the Service or any failure or delay in delivering this Service shall not exceed the total fees paid by you during the period of three (3) months immediately preceding the date on which the event giving rise to the claim accrued.
It is your responsibility to have a secure password. If you fail in this, or the security of your account was compromised through no fault of the Company, the Company will not take responsibility for the consequences of anyone accessing your account. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL THE COMPANY BE LIABLE TO THE USER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, THE PERFORMANCE OF THE SERVICE OR DAMAGES FOR LOSS OF GOODWILL, BUSINESS PROFIT, BUSINESS STOPPAGE, LOSS OF DATA OR BUSINESS INFORMATION, COMPUTER DAMAGE, OR DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR CHANGES MADE TO USER"S TRANSMISSIONS OR DATA, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES. SOME JURISDICTIONS DO NOT ALLOW THIS EXCLUSION OR LIMITATION OF SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES, OR THE LIMITATION OF LIABILITY TO SPECIFIED AMOUNTS, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11. Storage. The Company may, from time to time and without notice, set limit(s) on the number of messages a member may send, store, or receive through the service and the Company retains the right to delete any emails above such limit(s) without any liability whatsoever, and You hereby release the Company from any such liability.
12. Acts beyond Company"s control. The Company will not be considered to be in breach of this Agreement if the Service is delayed or prevented for reasons of natural disaster, fire, accident, war, riots, acts of government, transportation or communication failure, shortage of material, performance failure of any of your or the Company"s agents (including client"s consultants, Internet providers, telephone and cable carriers, etc.), or any other cause beyond the Company"s reasonable control.
13. Notice of Claims. Any claim against the Company, regarding the Service, must be presented in writing within sixty (60) days after the event for which the claim is presented. No action may be taken against the Company regarding the Service unless presented to the Company, to allow an opportunity to cure the problem, in writing within sixty (60) days after the event in question as mentioned above.
All notices, requests, claims demands or other communications shall be given to the Company in writing and delivered by certified mail, or in a manner where delivery can be confirmed, as follows:
2b1Inc.,
300 Brannan St. #301
San Francisco, CA 94107
14. Dispute Resolution. Any dispute arising out of this Agreement shall be submitted to mediation if an informal resolution can not be reached. If mediation is unsuccessful, remaining issues shall be submitted to binding arbitration in accordance with the laws of the State of California. The arbitrator"s award will be final, and judgment may be entered upon it by any court having jurisdiction.
15. Waiver. The waiver by the Company of a breach of this Agreement will not be construed as a waiver of any subsequent breach of the same or other provisions.
16. Severability. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
17. Ownership Warranty. You warrant that you have the full legal authority over the data that you transmit to the servers used by the Company to provide the Service. You authorize the Company to delete or dispose of your data after you have terminated the Agreement or after you have failed to pay your outstanding balance pursuant to the terms for involuntary cancellation of this Agreement.
18. Confidentiality. Your emails are encrypted and shall get the same degree of care that the Company applies to safeguard its own confidential information. The Company will not duplicate, disclose, divulge, reveal, report or use, for any purpose, any of your confidential information except as may be required under the law.
19. Indemnification. You agree to fully indemnify and hold the Company and its agents and employees harmless for any liability, cost or expense (including litigation expenses and reasonable attorneys' fees) arising out of the Company"s storing of your data or your breach of the terms and conditions of this Agreement, especially the deletion of your data if you fail to pay any outstanding fees for this Service.
20. Modification. The Company may modify any aspect of this Agreement or the applicable Service Level Agreement 30 days after providing written notification to You. If you wish to terminate the Agreement due to any modification that the Company has made to this Agreement you may do so by sending your termination notice, as specified in this agreement earlier, any time prior to the effective date of the modification.
21. Governing Law Jurisdiction. This agreement is governed by the laws of the state of California, excluding its conflicts of law principals. You hereby submit to the exclusive jurisdiction of the federal and state courts of the State of California, provided, however that the Company shall have the right to institute judicial proceedings against You or anyone acting through, by or under You, in other jurisdictions in order to enforce its rights hereunder. Each party hereby irrevocably waives any and all rights to a jury trial and waives any objection which it may now or later have to the laying of venue of any suit, proceeding or action relating to this agreement in San Francisco, California and further irrevocably waives any claim that San Francisco, California is not a convenient forum for any such suit, proceeding or action. "
22. Entire Agreement. This Agreement and any supplemental agreements with respect to this Service constitute the entire understanding between the Company and You with respect to this subject matter. Terms and condition as set forth in any purchase order that are not included, conflict or vary from this agreement, shall not become part of this agreement unless specifically accepted in writing by the Company.