“Commencement Date” means the date upon which Company begins to provide an ordered Product or Service as more fully described in the relevant Supplement or Order Form.
“Company Network” means, collectively, the IP network, system capacity and related facilities (including, without limitation, routers, switches and communication channels) owned or controlled by Company to the extent it applies to the Product or Service.
“Order Form” refers to service order (“Service Order”), detailing the Products or Services, the Term, Customer charges, the estimated Commencement Date and any other relevant terms agreed upon by the Parties.
“Products or Services” means the products or services provided by Company (including, without limitation, Colocation, Bandwidth) to Customer.
“Supplement” means a fully executed supplement to these General Terms and Conditions each containing additional terms and conditions that govern the related Products or Services provided by Company.
“Term” means the period of time in which Company provides Products or Services to Customer pursuant to an Order Form.
“Termination for Cause” means the immediate suspension or termination of service to a Customer pursuant to either this Agreement, corresponding Supplements, or any outstanding Order Form resulting from any reported violation of the Company’s AUP, or for defaulting upon any obligation of payment arising pursuant to this Agreement or any other outstanding Order Form of the Customer’s.
“Grace Period” refers to a period of time in which the Company agrees to refrain from charging interest on a disputed invoice.
3.2. Recurring Charge. If a recurring charge (“Recurring Charge”) (e.g. Monthly Charge, Quarterly Charge, Annual Charge, etc.) is specified in an Order Form, Company will invoice such Recurring Charge on the first date of each month in advance, and Customer will pay such Recurring Charge within ten (10) days from the date of the invoice, unless otherwise noted on the invoice itself. Company will begin to invoice the Recurring Charge on the Commencement Date. Invoices for partial months will be pro-rated. Multiple types of Recurring Charge may be set forth in the Order Form.
3.3. Additional Charges. If applicable, IPIPE Int. Corp. will invoice Customer and Customer will pay invoices for any additional charges for Products or Services which are specified in an Order Form.
3.4. Applicable Taxes. IPIPE Int. Corp. will invoice Customer and Customer will pay any and all applicable taxes (“Applicable Taxes”) as more fully described in Section 4, below, with respect to specific Customer charges.
3.5. Late Payments. All invoices must be paid in accordance with their terms without setoff or deduction, unless a dispute has been opened in writing with the company prior to the monthly renewal date. For Colocation Services grace period of (10) days will follow the Customer's recurring billing date. Late payments failing to provide a written dispute prior to the Customer's renewal date will be evaluated at the Company's discretion and will accrue interest on the unpaid sum as of at the lesser of (i) the highest legal rate of interest permitted in the State of or (ii) one and one-half percent (1.5%) per month.
3.6. Method of Payment.
The Customer will pay by pre-authorized payment to a Customer credit card, by wire transfer or by PayPal.
3.7. U.S. Dollars.
Unless otherwise specified in an Order Form, all payments must be made by Customer to Company in U.S. dollars.
3.8. Early Termination Charges. For Early Termination of the Agreement on Colocation Services, the Customer agrees to pay all the charges then due and owing and an “Early Termination Charge” to Company. The Early Termination Charge is a sum equal to the net present value of the remaining Recurring Charges under all terminated Order Forms for Colocation Hosting Services.
Notwithstanding the foregoing, Company may seek all other available remedies in law and in equity in the case of Customer’s default resulting from any reason. In the event that litigation is necessary to obtain payment, the Customer agrees that it shall also be liable to the Company for all costs associated with litigation, including the Company’s court costs and attorney’s fees incurred. The failure to timely pay Early Termination Charges for any Order Form shall lead to the immediate termination of service on all outstanding Order Forms, all of which shall be accelerated, and all obligations of payment shall become immediately due and owing pursuant to the terms and provisions of this Section 3.8.
3.9. Refund Policy
For Colocation Clients payment can only be refunded after the Agreement becomes ineffective. The refundable amount can not exceed the amount of excess funds on the balance of Customer on the date of refund.
4.2. IP Adresses.
Any IP Addresses allocated to the Customer by IPIPE Int. Corp. must be maintained by the Customer in an efficient manner as deemed by ARIN and utilized at 80% within 30 days of assignment by IPIPE Int. Corp. to the Customer. Failure to comply with this Section may result in the revocation of IP Addresses by IPIPE Int. Corp. after five days notice to the Customer. IPIPE Int. Corp. shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to the Customer by IPIPE Int. Corp. , and IPIPE Int. Corp. reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion. The Customer can obtain up to 4 IP addresses for free. All IP requests must be fully justified.
4.3. Services Downgrades and Upgrades. For Collocation Services downgrades and upgrades may take effect in 72 hours since the account modification. Colocation Services downgrades can take effect upon expiration of the initial Term of the Service Order Form only. Client has an option at any time during the Term of the Service stipulated in Service Order Form to submit to the Company a request for an upgrade, which will result in termination of then current Service Order Form (Agreement) without incurring Early Termination Charges. The upgrade will require a new Service Order Form with the Commencement Date of the Service being the date when the upgrade took effect.
4.4. Backup Copies. The customer using Colocation Services is solely responsible for the backup of the data stored on and served by his servers, however IPIPE Int. Corp. may provide paid backup services to clients using Colocation Services.
5.2. Notwithstanding the foregoing, Customer may provide Company with a certificate evidencing Customer’s exemption from payment of or liability for any Applicable Taxes.
6.2. The Term for each Order Form begins on the Commencement Date of the related Product or Service and remains in effect until the expiration of the initial period so specified. Upon expiration of the initial term, each Order Form will automatically renew for additional period agreed upon in the Order Form unless one Party provides the other written notice that it is terminating such Order Form not less than sixty (60) days’ prior to the requested termination date. Notwithstanding the foregoing, Customer acknowledges and agrees that Company may terminate a Product or Service providing 30 day prior notice during or after the initial Term if underlying equipment leases or third party commitments expire.
a) Customer fails to fully pay any of the payments (including Early Termination Charges) required hereunder, or pursuant to any other outstanding Order Forms that the Customer may have with the Company, within five (5) days after receipt of written notice of such failure.
b) The breach of any material term or condition of this Agreement (including Order Forms) or Company’s Acceptable Use Policy and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach;
If Customer is in default, as set forth above, then, after expiration of the cure period, Company may, in addition to any other remedies that it may have under this Agreement or by law, suspend, disconnect and/or repossess any Products or Services, provided, however, that Customer will remain responsible to perform its obligations hereunder.
8.2. Each Party represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) it has all requisite power and authority to enter into and perform its obligations under this Agreement and all Order Forms, (iii) it will comply with all applicable federal, state and local laws, statutes, rules and regulations in connection with the provision and use of the Products and Services and (vi) this Agreement and all Order Forms, when executed, are the legal, valid and binding obligation of such Party.
8.3. Customer acknowledges that IPIPE Int. Corp. has no ability to determine whether the communications traffic carried by the Products or Services utilizing the Company Network is jurisdictionally interstate or intrastate. Customer represents and warrants that the communications traffic to be carried by the Company Network shall be jurisdictionally interstate, pursuant to the Federal Communications Commission's mixed-use "10% Rule"(47 CFR 36.154, 4 FCC Rcd. 1352), unless Customer provides IPIPE Int. Corp. written notice otherwise. In other case, Customer will pay all relevant FCC and State Public Utilities Commission taxes and fees.
9.2. IPIPE Int. Corp. agrees to indemnify, defend and hold Customer, its officers, directors, employees, agents and contractors harmless from and against all loss, damage, liability, cost and expense (including reasonable attorney’s fees and expenses) by reason of any claims or actions by third parties against Customer for (i) bodily injury or death, and damage, loss or destruction of any real or tangible personal property, which third party claims arise out of or relate to Company’s gross negligence or willful misconduct or (ii) infringement or misappropriation by Company of any intellectual property rights under this Agreement.
9.3. Customer agrees to indemnify, defend and hold IPIPE Int. Corp. , its officers, directors, employees, agents and contractors harmless from and against all loss, damage, liability, cost and expense (including reasonable attorney’s fees and expenses) by reason of any claims or actions by third parties against Company for (i) bodily injury or death or damage, loss or destruction of any real or tangible personal property, which third party claims arise out of or relate to Customer’s gross negligence or willful misconduct, (ii) infringement or misappropriation by Customer of any intellectual property rights under this Agreement, or (iii) Customer’s or its customer’s use of the Products or Services, including without limitation, defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity, or spamming or any other tortuous or illegal conduct.
10.2. Publicity. Neither Party may issue any advertising or other publicity material using the other Party’s name or marks or describing in any way the terms of this Agreement without first receiving the other Party’s written consent as to form and content, which consent may not be unreasonably withheld, conditioned, or delayed.
14.2. Survival. The Parties’ respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of this Agreement and continue in full force and effect.
14.3. No Third-Party Beneficiaries. The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties or their respective successors or permitted assigns.
14.4. Relationship of the Parties. The relationship between the Parties hereunder is not that of partners or agents for one another and nothing contained in this Agreement may not be deemed to constitute a partnership, joint venture or agency agreement between them.
14.5. Remedies Not Exclusive. Except as otherwise expressly provided, the rights and remedies set forth in this Agreement are in addition to, and cumulative of, all other rights and remedies at law or in equity.
14.6. Headings; Severability. The headings in this Agreement are strictly for convenience and do not amplify or limit any of the terms, provisions or conditions hereof. In the event any term of this Agreement is held invalid, illegal or unenforceable, in whole or in part, neither the validity of the remaining part of such term nor the validity of the remaining terms of this Agreement will be in any way affected.
14.7. No Implied Waiver. No failure to exercise and no delay in exercising, on the part of either Party, any right, power or privilege hereunder will operate as a waiver, except as expressly provided herein.
14.8. Execution and Counterparts. This Agreement may be executed in counterparts, including by facsimile transmission, each of which when executed and delivered is an original, but all the counterparts together constitute the same document.
14.9. Order of Precedence. If any conflict or contradiction exists between these General Terms and Conditions and a Supplement, the terms of a Supplement will control. If any conflict or contradiction exists between a Supplement and the terms of an Order Form, the terms of the Order Form will control. If any conflict or contradiction exists between these General Terms and Conditions and the terms of an Order Form, the terms of the Order Form will control.
We reserve the right to refuse service to anyone at any time for any reason.