NJ Internet Access
Web Technology...Not Just Web Sites
wishes NJ Internet Access to provide a server machine and the services as set
forth in this Agreement and NJ Internet Access is willing to provide such
products and services under the terms and conditions specified in this
reserves the right to change its services offering with notice to Customer 30
days in advance of any change with written approval of the customer; provided,
however, Provider shall not increase the price for web hosting during the
Provider shall not, without
prior written authorization from Customer, alter, modify or change in any way
the Content or other materials provided by Customer. Provider shall use all such materials in strict compliance
with any instructions provided by the Customer.
Provider shall adhere to all
privacy and data protection laws applicable to its gathering, processing,
storing and transmitting of user information. Provider shall maintain the strict
confidentiality of all user information, including credit card numbers.
Provider shall not use the
Content or Customers Confidential Information (as defined herein) for any
purpose other than that of fulfilling Provider obligations under this
Agreement, nor will the Content, or any part thereof, including, without
limitation, any trademark or font or type style or graphic or pictorial images
or text be disclosed, transmitted, sold, assigned, leased or otherwise disposed
of to, or made available for access by, third parties by Provider, or be
commercially exploited by or on behalf of Provider, its employees, agents, or
subcontractors, except as expressly provided in this Agreement. All of the
Content and the Site, including, without limitation, any and all copyrights,
trademarks, or trade names and other proprietary rights inherent therein or
appurtenant thereto, are and shall remain the exclusive property of Customer.
6. This agreement begins the day NJ Internet Access services are provided to Customer. The term of this agreement is 1 year from date of commencement. Service will automatically renew for an additional year every anniversary date unless Customer provides at least sixty (60) days prior written notice. NJ Internet Access reserves the right to terminate this agreement without cause as long as sixty (60) days notice is provided to Customer.
installation of Service, Provider will issue an invoice to Customer for the
Installation, setup fees and other applicable non-recurring fees covering the
initial one-year period. On a monthly basis, Provider will determine customer
actual usage. After the initial
one-month period, Provider will issue invoices on a monthly basis based on data
transferred at the rates set forth in the Service Pricing and Specifications
Attachment and the Included Features/Equipment
List Attachment. Invoices are
to be paid by Customer via credit card.
8. Upon termination of this Agreement, Customer must relinquish use of the IP addresses or address blocks assigned to it by Provider in connection with the Service.
will designate qualified personnel to act as liaison between Customer and
shall retain title to all rights in Content which includes, but is not limited
to, text, multimedia images (graphics, audio and video), software and other data
installed by Customer on the Server (collectively called Content); however,
Provider shall retain title to and all rights in all other intellectual property
including, but not limited to, any know-how related to Provider provided
products or services such as hardware, software or any other server technology.
is solely responsible for Content, including any subsequent changes or updates
made or authorized by the Customer. Customer warrants and represents that
Content (i) does not infringe or violate the rights of any third party
including, but not limited to, intellectual property rights, (ii) is not
abusive, profane or offensive to a reasonable person, (iii) is not defamatory;
and (iv) does not violate any applicable law. Provider reserves the right (but
shall have no obligation) to delete any material installed on a server in a
Provider facility or to disconnect Internet access which it believes in good
faith breaches any of the foregoing warranties, after providing customer with no
less than thirty (30) days advance written notice thereof.
Provider, in performing the
Services for Customer hereunder, will have access to or be exposed to, directly
and indirectly, Content, user information, data, knowledge and information of
Customer in oral, graphic, written, electronic or machine readable form,
including, without limitation, any trademark or font or type style or graphic or
pictorial images or text or copyrightable subject matter or proprietary
information (hereinafter collectively referred to as Confidential
Information). Confidential Information shall not include information which
can be demonstrated: (i) to have been rightfully in the possession of Provider
from a source other than Customer prior to the time of disclosure of said
information to Provider hereunder (Time of Receipt); (ii) to have been in
the public domain prior to the Time of Receipt; (iii) to have become part of the
public domain after the Time of Receipt by a publication or by any other means
except an unauthorized act or omission or breach of this Agreement on the part
of Provider, its employees, or agents; or (iv) to have been supplied to Provider
after the Time of Receipt without restriction by a third party who is under no
obligation to Customer to maintain such information in confidence.
Provider acknowledges that it will
receive Confidential Information of the Customer relating to its technical,
marketing, product and/or business affairs. All Confidential Information of the
Customer shall be held in strict confidence and shall not be disclosed or used
without express written consent of the Customer, except as may be required by
law. The Provider shall use reasonable measures and reasonable efforts to
provide protection for Confidential Information, including measures at least as
strict as those Provider uses to protect its own Confidential Information.
Customer is solely responsible for the contents of its
transmissions over the Internet. Customer agrees to comply with the U.S. law in
regard to the transmission of technical data which is exported from the United
States through Provider. Customer further agrees not to use the Web service (i) for illegal purposes, or
(ii) to interfere with or disrupt other network users, network services or
network equipment. Interference or disruptions include, but are not limited to,
distribution of unsolicited advertising or chain letters, propagation or
computer worms and viruses, and the use of the network to make unauthorized
entry to any other machine accessible via the network. Violations of the
foregoing by Customer may result in early termination of Web Service.
Agreement is based on a thirty (30) day term.
Customer may terminate this Agreement for convenience at any time, by
providing Provider with sixty (60) days advanced written notice. In the event of
early termination the Customer is responsible for the difference between the
full month(s) hosting fees minus the monies paid to Provider already for
Except as otherwise agreed in writing by the Parties, the Site shall be
accessible to Internet users twenty-four (24) hours per day, seven (7) days per
week, with the sole exception of scheduled maintenance periods, which shall last
approximately one (2) hour period per day and which shall take place each
morning between the hours of 1a.m. and 3a.m. Eastern Standard Time).
Provider also reserves the right to perform any emergency service is
Warranties: Provider represents and
warrants that: (i) all of the Services to be performed by it hereunder will be
rendered using sound, professional practices and in a competent and professional
manner by knowledgeable, trained and qualified personnel; (ii) it has full
authority to enter into this Agreement; (iii) all obligations owed to third
parties with respect to the activities contemplated to be undertaken by Provider
pursuant to this Agreement are or will be fully satisfied by Provider, so that
Customer will not have any obligations with respect thereto; (iv) Provider is
the owner of or otherwise has the right to use and distribute all materials and
methodologies used in connection with providing the Services hereunder; (v)
Provider will comply with all applicable federal, state and local laws in the
performance of its obligations hereunder; (vi) the Software, the Server, and
other materials used by Provider in fulfilling its obligations under this
Agreement shall not infringe upon any third party copyright, patent, trade
secret or other proprietary right.
Provider makes no other warranty of any kind with respect to services and
products provided under this agreement. Provider DISCLAIMS ALL WARRANTIES,
EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE. In any instance involving performance or nonperformance of
services or products provided hereunder, customers sole remedy shall be (a) in
the case of services, refund of a prorated portion of the price paid for
services which were not provided, or (b) in the case of products, repair or
return of the defective product to Provider for refund, at the option of
Provider. Except as may otherwise be set forth in this agreement, in the case of
refund for lost services, credit will only be issued for periods of lost service
greater then twenty-four (24) hours.
Should any provision of this
Agreement be held to be void, invalid or inoperative, the remaining provisions
of this Agreement shall not be affected and shall continue in effect and the
invalid provision shall be deemed modified to the least degree necessary to
remedy such invalidity.
Provider will not be liable
for any damage Customer may suffer arising out of use, or inability to use, its
Internet Services or related products unless such damage is caused by an
intentional and willful act of Provider. In no event shall Provider be liable
for unauthorized access to Customers transmission facilities or Customer premise
equipment or for unauthorized access to or alteration, theft or destruction of
Customers data files, programs, procedure or information through accident,
fraudulent means or devices, or any other method. Provider will not be liable
for indirect, incidental, special or consequential damages or for any lost
property or data of Customer. Provider liability for damages to Customer for any
cause whatsoever, regardless of form of action, including negligence, shall not
exceed an amount equal to the price of products and services purchased by
customer during the twelve month period preceding the event which caused the
damages or injury; provided, however, that this limitation shall not apply to
damages Customer for personal injuries or destruction of tangible personal
property proximately caused by negligence of Provider.
agrees to indemnify, defend, and hold harmless Customer, its directors,
officers, employees and agents, with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees, to the extent
that it is based upon a claim that: (i) if true, would constitute a breach of
any of Provider's representations, warranties, or agreements hereunder; (ii)
arises out of the negligence or willful misconduct of Provider; or (iii) any of
the Provider Materials or Services to be provided by Provider hereunder
infringes or violates any patents, copyrights, trade secrets, licenses, or other
property rights of any third party.
agrees to indemnify, defend and hold harmless Provider, its directors, officers,
employees and agents, with respect to any claim, demand, cause of action, debt
or liability, including reasonable attorneys' fees, to the extent that it is
based upon a claim that: (i) if true, would constitute a breach of any of
Customer's representations, warranties, or agreements hereunder; (ii) arises out
of the negligence or willful misconduct of Customer; or (iii) any of the Content
provided by Customer hereunder and used by Provider as contemplated in this
Agreement infringes or violates any patents, copyrights, trade secrets,
licenses, or other property rights of any third party.
understands that Internet use and related products and services provided under
this AGREEMENT, may require registrations and related administrative reports
which are public in nature.
right to use the Internet services and products provided hereunder is limited to
Customer and is nontransferable except to organizations controlling, controlled
by, or under common control with Customer. Customer may also transfer its right
to use these Internet services and products if transferred as part of a sale or
transfer of substantially all its assets subject to approval of Provider which
will not be unreasonably withheld.
Customer agrees to abide by
the Acceptable Use Policy. This Acceptable Use policy may be revised and updated
at anytime, to be determined solely at the discretion of Provider, and will
always be made available for review on the Provider web site, at http://www.njaccess.com.
Any violation of the Acceptable Use Policy may result in early
termination of Service. Customer is not
responsible for complying with any provisions of the Acceptable Use Policy until
Customer has been notified by Provider of new or modified provisions.
Whenever there is a difference in compatibility, or ambiguity between this
Agreement and the Acceptable Use Policy, this agreement has precedence.
Customer represents and warrants
that: (i) it has full authority to enter into this Agreement; (ii) all
obligations owed to third parties with respect to the activities contemplated to
be undertaken by Customer pursuant to this Agreement are or will be fully
satisfied by Customer, so that Provider will not have any obligations with
respect thereto; (iii) Customer will comply with all applicable federal, state
and local laws in the performance of its obligations hereunder; and (iv) no
materials provided by Customer for inclusion in the Site infringe any
intellectual property, publicity or privacy rights of any third party and are
Disclaimers of Warranty
WARRANTIES SET FORTH IN SECTIONS 23, 24 AND 31 ARE LIMITED WARRANTIES AND ARE
THE ONLY WARRANTIES MADE BY THE RESPECTIVE PARTIES.
THE PARTIES EXPRESSLY DISCLAIM, AND HEREBY EXPRESSLY WAIVE, ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER MAKES NO
WARRANTIES OR GUARANTEES AS TO THE ACCURACY OR COMPLETENESS OF ANY CONTENT
PUBLISHED OR MADE ACCESSIBLE ON THE SITE.
Limitation of Liability
THE INDEMNITY OBLIGATIONS OF EACH PARTY HEREUNDER, NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR
OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR
PUNITIVE DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
Agreement and the electronic order form are the entire agreement between the parties on this subject and
supersedes all prior negotiations, understandings and agreements between the
parties concerning the subject matter. No amendment or modification of this
Agreement shall be made except by writing signed by both Parties.