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Service Contract
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| TERMS
AND CONDITIONS |
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1. Services |
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| This Service Agreement ("Agreement") applies to the purchase
of all services (collectively, the "Services") ordered by you
on the Order Form. Prairie 21 Incorporated reserves the right
to amend its Service offerings and add, delete, suspend or modify
the terms and conditions of the Services, at any time and from
time to time, and to determine whether and when any such changes
apply to both existing or future customers. |
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2. Billing and Payment |
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| You shall pay the fees and other charges for each
Service as provided in the Order Form. Prairie 21 reserves the right
to change rates by notifying you sixty (60) days in advance of the
effective date of the change; provided that Prairie 21 shall not
change any rates during the term of any Term Commitment. Service
charges shall be invoiced in accordance with the terms and conditions
set forth both herein and in the Service Order Form. All payments
shall be made in U.S. currency. You will pay a late payment charge
equal to $15.00 USD (or the highest amount permitted by law, whichever
is lower) per month or portion thereof on the outstanding balance
of any invoice remaining unpaid thirty (30) days after the date
upon which payment is due ("Due Date"). Accounts unpaid after the
Due Date may have service suspended or terminated. Such suspension
or termination shall not relieve you of your obligation to pay the
fee due. You agree to pay Prairie 21 its reasonable expenses, including
attorney's fees and collection agency fees, incurred in enforcing
its rights under this Agreement. You shall pay all federal, state,
and local sales, use, value added, excise, duty and any other taxes
assessed with respect to the Services and the sale of hardware,
software or equipment to you, except that taxes based on Prairie
21's net income shall be the responsibility of Prairie 21. |
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3. Term |
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| For all Services other than domain name registration
services, this Agreement shall be for the term specified by you
on the Order Form. With regard to such other Services, this Agreement
will be automatically renewed at the end of the initial term for
the same term specified by you on the Order Form unless you provide
thirty (30) days written notice to Prairie 21 of termination of
this Agreement. |
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4. Acceptable Uses |
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You shall at all times adhere to the Prairie 21
Acceptable Use Policy located at
http://www.Prairie21
.com/Hosting/AcceptableUse.htm, as amended from time to time
by Prairie 21 effective upon posting of the revised policy at the
URL. Notwithstanding anything to the contrary contained herein,
Prairie 21 may immediately take corrective action, including disconnection
or discontinuance of any and all Services, or terminate this Agreement
in the event of notice of possible violation by you of the Prairie
21 Acceptable Use Policy. In the event Prairie 21 takes corrective
action due to a violation of the Prairie 21 Acceptable Use Policy,
Prairie 21 shall not refund to you any fees paid in advance of such
corrective action. |
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5. Equipment |
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| Prairie 21 is acting only as a reseller or licensor
of any hardware, software and equipment (collectively, the "Equipment")
offered under this Agreement that was manufactured by a third party.
Prairie 21 shall not be responsible for any changes in Service(s)
that cause Equipment to become obsolete, require modification or
alteration, or otherwise affect the performance of the Services.
Any malfunction or manufacturer's defects of Equipment either sold,
licensed or provided by Prairie 21 to you or purchased directly
by you used in connection with the Service(s) will not be deemed
a breach of Prairie 21's obligations under this Agreement. Any rights
or remedies you may have regarding the ownership, licensing, performance
or compliance of Equipment are limited to those rights extended
to you by the manufacturer of such Equipment. You are entitled to
use any Equipment supplied by Prairie 21 only in connection with
your permitted use of the Services. You shall use your best efforts
to protect and keep confidential all intellectual property provided
by Prairie 21 to you through any Equipment and shall make no attempt
to copy, alter, reverse engineer, or tamper with such intellectual
property or to use it other than in connection with the Services.
You shall not resell, transfer, export or re-export any Equipment,
or any technical data derived therefrom, in violation of any applicable
United States or foreign law.
In the event that Prairie 21 provides Equipment
to you free of charge, upon the termination of this Agreement for
any reason, you, at your election, may: (a) purchase the Equipment
at the rate of 75% of its original retail value; or (b) return,
at your costs, the Equipment to Prairie 21 in the same condition
as furnished to you, excepting normal wear and tear.
If you do not purchase or return the Equipment
within ten (10) business days of the termination of the Agreement,
Prairie 21 will invoice you, and you agree to pay, for the Equipment
at the rate of 75% of its original retail value.
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6. IP Address Ownership |
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| Prairie 21 shall maintain and control ownership
of all IP numbers and addresses that may be assigned to you by Prairie
21 and Prairie 21 reserves, in its sole discretion, the right to
change or remove any and all such IP numbers and addresses. |
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7. CPU Usage |
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| You agree that you shall not use excessive amounts
of CPU processing on any of Prairie 21's servers. Any violation
of this policy may result in corrective action by Prairie 21, in
its sole discretion, including assessment of additional charges,
disconnection or discontinuance of any and all Services, or termination
of this Agreement. In the event that Prairie 21 elects to take any
corrective action, you shall not be entitled to a refund of any
fees paid in advance prior to such corrective action. |
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8. E-Commerce |
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| You will be solely responsible
for the development, operation and maintenance of your online store
and products and all contents and materials appearing online or
on your products, including without limitation (a) the accuracy
and appropriateness of content and materials appearing within the
store or related to your products, (b) ensuring that the content
and materials appearing within the store or related to your products
do not violate or infringe upon the rights of any third party, and
(c) ensuring that the content and materials appearing within the
store or related to your products are not libelous or otherwise
illegal. You will be solely responsible for the final calculation
and application of shipping and sales tax. You will also be solely
responsible for accepting, processing, and filling any customer
orders, and for handling any customer inquiries or complaints arising
therefrom.
You are also responsible for the security of
any customer credit card numbers and related customer information
you may access as a result of conducting electronic commerce transactions
through your Web Site. You will keep all such information confidential
and will use the same degree of care and security as you use with
your confidential information.
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9. Disclaimer of Warranty |
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| You acknowledge and agree that Prairie 21 exercises
no control over, and accepts no responsibility for, the content
of the information passing through Prairie 21's host computers,
network hubs and points of presence (the "Prairie 21 Network") or
the Internet. NEITHER Prairie 21, ITS EMPLOYEES, AFFILIATES, AGENTS,
SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS
NOR THE LIKE MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT FOR THE
SERVICES OR ANY EQUIPMENT Prairie 21 PROVIDES. NEITHER Prairie 21,
ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS,
MERCHANTS, LICENSORS OR THE LIKE, WARRANT THAT THE SERVICES WILL
NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY
AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES
OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION
SERVICED OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES.
Prairie 21 IS NOT LIABLE FOR THE CONTENT OF ANY DATA TRANSFERRED
EITHER TO OR FROM YOU OR STORED BY YOU OR ANY OF YOUR CUSTOMERS
VIA THE SERVICE(S) PROVIDED BY Prairie 21. |
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10. Indemnification |
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| You will indemnify, defend and hold harmless Prairie
21 and its employees, officers, directors and agents (collectively
"indemnified parties") from and against any and all claims, damages,
losses, liabilities, suits, actions, demands, proceedings (whether
legal or administrative) and expenses (including but not limited
to reasonable attorneys' fees) threatened, asserted, or filed by
a third party against any of the indemnified parties arising out
of or relating to the use of the Services, including any violation
of the Prairie 21 Acceptable Use Policy. |
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11. Limitation of Liability |
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| IN NO EVENT SHALL Prairie 21 OR ITS EMPLOYEES,
AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS,
MERCHANTS, LICENSORS OR THE LIKE BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA
OR USE, BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT
OR TORT OR STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF Prairie
21 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event
will Prairie 21's liability for any damages, losses and causes of
actions whether in contract or tort (including negligence or otherwise)
exceed the actual dollar amount paid by you for the Service which
gave rise to such damages, losses and causes of actions during the
12-month period prior to the date the damage or loss occurred or
the cause of action arose. |
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12. Force Majeure |
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| Prairie 21 shall not be liable for failure or delay
in performing its obligations hereunder if such failure or delay
is due to circumstances beyond its reasonable control, including,
without limitation, acts of any governmental body, war, terrorism,
insurrection, sabotage, embargo, fire, flood, strike or other labor
disturbance, interruption of or delay in transportation, unavailability
of interruption or delay in telecommunications or third party services
(including DNS propagation), failure of third party software or
hardware or inability to obtain raw materials, supplies, or power
used in or equipment needed for provision of the Services. |
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13. Governing Law |
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| The validity, interpretation, enforceability, and
performance of this Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, without regard
to its conflict of laws principles. |
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14. Amendment; Waiver |
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| Except as otherwise provided herein, this Agreement
may not be amended except upon the written consent of you and Prairie
21. No failure to exercise and no delay in exercising any right,
remedy, or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, or power
hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, or power provided herein or
by law or in equity. The waiver by any party of the time for performance
of any act or condition hereunder shall not constitute a waiver
of the act or condition itself. |
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15. Assignment; Severability |
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| This Agreement shall be binding upon and inure
to the benefit of you, Prairie 21 and our respective successors,
and assigns. You may not assign this Agreement without the prior
written consent of Prairie 21. If any provision of this Agreement
shall be held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement shall remain
in full force and effect. |
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16. Entire Agreement |
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| This Agreement, together with any other document
or agreements specifically identified in this Agreement, represents
the entire agreement between the parties, and supercedes all previous
representations, understandings or agreements. |
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17. Acceptance of Services |
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| ACCEPTANCE OF THIS AGREEMENT BY Prairie 21 MAY
BE SUBJECT, IN Prairie 21'S ABSOLUTE DISCRETION, TO SATISFACTORY
COMPLETION OF A CREDIT CHECK. ACTIVATION OF SERVICE SHALL INDICATE
Prairie 21'S ACCEPTANCE OF THIS AGREEMENT. USE OF THE Prairie 21
NETWORK CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. YOU REPRESENT
AND WARRANT THAT YOU HAVE FULL AUTHORITY AND RIGHT TO ENTER INTO
THIS AGREEMENT AND THAT THERE ARE NO CONFLICTING CLAIMS RELATING
TO THE RIGHTS GRANTED BY THIS AGREEMENT. YOU FURTHER REPRESENT AND
WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE. |
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18. Cancellation Policy |
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| If you cancel your Service Agreement prior to the
end of the term specified in your Order Form, Prairie 21 shall not
refund to you any fees paid in advance of such cancellation. You
will be required to pay 100% of Prairie 21's standard monthly charge
for each month remaining in the term. For security, all cancellation
requests must be made by the primary contact person on the account
who must provide sufficient customer identification information.
Any cancellation request shall be effective upon receipt, unless
another date is specified in such cancellation request. Any cancellation
by Prairie 21 or you shall not relieve you of any obligations to
pay fees accrued prior to such cancellation. |
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19. Thirty Day Guarantee |
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| You may try out Prairie 21 Service(s) risk free
for thirty (30) days, excluding domain name registration services.
If you are not completely satisfied, you may cancel your account
within thirty (30) days of the submission of your Order Form and
receive a full refund of any Service charges, excluding set-up and
domain name registration fees, Prairie 21 has collected in advance
and you shall be under no further obligations. For security, all
cancellation requests must be by the primary contact person on the
account who shall provide sufficient customer identification information.
Any cancellation request shall be effective upon receipt. |
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