This Agreement is entered into between Status Technologies herein after referred to as "Status" and the "Customer".
1.2
Where "This Agreement" and "Agreement" are found throughout the Terms and conditions will be in reference to the statustechnologies.com site and information found throughout.
2. USE OF STATUS NETWORK
2.1
Customer shall not, nor permit or assist others, to abuse or fraudulently use Status Network and Services.
2.2
Use of Status Network must not interfere with the work of other Network Customers.
2.3
Use of Status Network must not interfere or disrupt Status's Network Services.
2.4
Use of Service must not be in contravention of Canadian or International Laws.
2.5
Use of Service must not be in contravention of the general etiquette, spirit or intent of the Internet as such is made known to the General Public from time to time.
2.6
Status reserves the right to view all files and material stored on Status's Servers.
3. CUSTOMER RESPONSIBILITY
3.1
The Customer while using the Internet, will respect the privacy of others on the Internet, and will not operate in a manner considered to be obscene and obtrusive.
3.2
The Customer shall assume the responsibility for any access codes given by Status for use in connection with Services.
3.3
The Customer will be responsible for and pay any cost incurred as a result of damages to any Hardware or Software provided by Status.
4. SERVER MAINTENANCE
4.1
This Service does not include any Server Maintenance. Should your machine crash Status will power-cycle the machine for you (between 9:00 AM and 5:00 PM).
4.2
Any other work required by Status will be billed at our standard consulting rates.
5. TEMPLATE PACKAGES
5.1
Customer agrees to follow the instructions as outlined in the "Template Brochure Procedures Brochure".
5.2
Additional charges will be incurred by the Customer for any and all work that is requested by the Customer that is beyond the scope of the Template Package.
5.3
Customer must provide content for the Template within one month of signing this Agreement unless otherwise agreed to in writing (includes e-mail) by both the Customer and Status.
5.4
Customer has two payment options for the Template Packages:
Option 1: The Monthly Payment Option requires two months payment upon signing this Agreement plus post dated cheques or credit card for the remaining balance. Payment of the remaining balance begins upon completion of the Template OR, 30 days from the date of this Agreement, whichever comes first.
Option 2: The Lump Sum Payment Option requires 50% down upon signing this Agreement plus a post dated cheque or credit card for the remaining 50% balance. Payment of the remaining 50% balance is due upon completion of the Template OR, 30 days from the date of this Agreement, whichever comes first.
6. TERM
6.1
This Agreement shall be in effect from the date of acceptance by Status for the initial period chosen by the Customer.
6.2
This Agreement will be automatically renewed on expiration date for the same Terms and Conditions unless written notification to cancel is received 30 days prior to the next scheduled renewal date.
7. RATES
7.1
Rates for the services are as set forth in the Rates and Fees Section of this Agreement and are billed, in advance, for the chosen term. The rates do not include any applicable taxes, all of which shall be paid by Customer.
7.2
Status may, at its discretion, review and adjust the amount of the service fee for the purpose of compensation for inflationary and other devaluation effects. Any increase in fees shall be communicated to Customer by e-mail notification at least 30 days prior to the next scheduled renewal date.
7.3
GST applies to all accounts.
7.4
The current exchange rate for US clients paying by VISA or MasterCard is 1.350. This rate will be applied to the entire price of the invoice.
7.5
All invoices are sent to the Customer in an electronic format. If the Customer requires a physical copy of an invoice to be sent, a $5.00 charge will be added to the Customer's account.
7.6
If a Customer requires a reprint of an physical invoice previously sent to the customer, a $5.00 charge will be added to the Customer's account.
8. TERMINATING ACCOUNT
8.1
In the event Customer terminates this Agreement or any of the Services prior to the end of the term or any renewal term, the Customer shall pay to Status, in a single payment, as liquidated damages, an amount equal to one hundred percent (100%) of the remaining payments outstanding to the end of the term or the renewal term, as the case may be, unless alternative Status Services of the same or greater monthly rates and comparable term are commenced, in which case such payment shall not apply.
8.2
In order to cancel, the Customer must, 30 days prior to the renewal date of their Service, notify Status in writing.
8.3
Cancellation notice received after, the 30 days prior to the renewal date, will be subject to a minimum charge of one month service.
8.4
Status will not provide any refund on a prepaid account or prepaid service. If termination is made at the request of the Customer prior to the end of the prepaid period, the Customer shall relieve Status from any liability.
8.5
Status reserves the right to cancel a Customer's Service without prior notice if the Customer breaches this Service Agreement in any way.
8.6
Termination of this Agreement for any reason shall not relieve the Customer from any liability, including amounts owing, accrued hereunder prior to the time that such termination becomes effective.
8.7
Upon termination of Service, the Customer will make arrangements with Status for the return of all equipment owned by Status.
9. PAST DUE ACOUNTS
9.1
The Customer agrees to pay for the Service at the rates set forth in this Agreement. Accounts are considered to be past due if payment is not received by the 30th day following the date of billing.
9.2
A $25.00 charge will be incurred on all NSF cheques.
9.3
A $75.00 re-connection fee will be incurred on any accounts that have been terminated for non-payment.
9.4
A 2.5% PER MONTH LATE PAYMENT CHARGE WILL BE INCURRED ON ALL INVOICES OUTSTANDING MORE THAN 30 DAYS FROM THE DATE OF THE INVOICE.
9.5
ACCOUNTS NOT PAID WITHIN 45 DAYS OF THE DATE OF THE INVOICE WILL BE SUBJECT TO DISCONNECTION. THIS INCLUDES ALL SERVICES ALREADY PAID IN FULL CURRENTLY HELD WITH STATUS (see 9.10).
9.6
ACCOUNTS NOT PAID WITHIN 75 DAYS OF THE DATE OF THE INVOICE WILL BE FORWARDED TO A COLLECTION AGENCY FOR FURTHER ACTION.
9.7
Whereas the customer has provided notification of termination of their account and their account is past due, Status reserves the right to disconnect all services immediately. In addition, any further services required by the customer must be pre-paid after a notice of termination has been given.
9.8
Customer authorizes Status to collect payment for over due accounts, including late payment charges, automatically from either Customer's VISA / MC account or by way of collection.
9.9
The Customer agrees to be responsible for the payment of any collection costs, reasonable attorney's fees and costs, and other reasonable costs incurred by Status in connection with the recovery of any amounts due hereunder.
9.10
If a Customer has overdue balances with Status, Status reserves the right to terminate all services whether paid or unpaid that have been invoiced to said Customer until such time as the overdue account is paid in full. Once an overdue account has been paid in full including any reconnection fees that have been levied against the customer (see 9.3), Status will reconnect all services paid in full by customer.
9.11
Once a Customer is sent to a collection agency, the Customer is responsible for full payment of any and all collection fees. Payment of any outstanding amount or notices issued to the Customer by the collection agency must be paid directly to the collection agency, not Status Technologies.
10. LIABILITY
10.1
Status's sole obligation under this Agreement is to furnish the Services.
10.2
Except as otherwise provided herein, Status makes no representations or warranties of any nature whatsoever, whether expressed or implied, with respect to the Services including, without limitation, any representation or warranty with respect to the Network Transmission Capacity of Common Carriers or Customer, or the reliability of the Equipment of Common Carriers or Customer.
10.3
The liability of Status for claims arising from the provision of Services hereunder shall be limited to and Customer's exclusive remedy shall be: (i) the correction of defects of which Status has received written notice from the Customer within thirty (30) days of occurrence; or (ii) where such correction is not practicable, an equitable credit not to exceed the charges invoiced to the Customer for that portion of the Services which were defective.
11. LIMITATION ON LIABILITY
11.1
The liability of Status, and its Suppliers, to Customer, if any, for any cause whatsoever and regardless of the form of action, shall be limited to those actually proven as directly attributable to Status , subject to the following limitations:
(a) Status shall not be liable under any circumstances for any lost profits or other indirect, special, consequential or punitive damages; and
(b) Status's total cumulative liability in respect of all claims hereunder, for any cause whatsoever and regardless of the form of action, shall not exceed the lesser of (i) $5,000, and (ii) monthly charges paid from the date damages were incurred, not to exceed 12 months; and (c) In no event will Status, or its Subcontractor's be liable for any damages if and to the extent caused by Customer's failure to perform its responsibilities; and (d) upon expiration or termination of this Agreement, neither Party may bring an action, regardless of form, arising out of this Agreement more than one (1) year after the cause of action has arisen or the date of discovery of such cause, whichever is later.
12. INDEMNITIES
12.1
Customer hereby acknowledges that Status does not own or have any control whatsoever over the content, availability, accuracy, or any other aspect of any information, including, without limitation, all data, files, pictures and all other information or content in any form or of any type, accessible or made available to or by Customer or its End-Users through the use of the Services ("Information").
12.2
Customer agrees to indemnify and save Status and its Suppliers harmless from and against all loss, liability, damages of any type and expenses, including reasonable counsel fees, arising from any and all claims in connection with Customer's or its End-Users' use of the Services, including without limitation all claims for libel, slander, invasion of privacy, infringement of copyright, invasion of private records and all other claims arising from information transmitted or made accessible by or to Customer or its End-Users as well as any and all claims for infringement of Parties arising from the use by Customer of any equipment, software, apparatus and or systems not provided by Status in connection with Services.
13. PROPRIETARY RIGHTS
13.1
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall directly, or indirectly, confer any title in Status property or in any modification thereof, to Customer or anyone operating under Customer.
13.2
Customer acknowledges and agrees that it does not acquire any title or property rights in the Services or the Intellectual Property related thereto.
14. OTHER TERMS AND CONDITIONS
14.1
Customer shall not assign or transfer this Agreement or its obligations hereunder or any part thereof without the prior written consent of Status.
14.2
Status may assign this Agreement or its obligations hereunder to an Affiliated Company.
14.3
Status will not be responsible for performance of its obligations hereunder where delayed or hindered by embargoes, strikes, causalities, civil unrest or other events beyond Status's control. Should such events continue for more than sixty (60) days, Status or Customer may terminate this Agreement for the affected Services with no further liability.
14.4
This Agreement shall be governed by the Laws of the Province of Ontario and the Laws of Canada applicable therein.
14.5
This Agreement may not be modified except by written amendment agreed to and signed by the Parties involved.
14.6
This Agreement constitutes the entire Agreement between the Parties and cancels, replaces and supersedes all existing and prior Agreements and understandings, written or oral, between the Parties with respect to Services.
14.7
Failure of a Party to insist upon strict adherence to any Term or Condition hereunder on any occasion, or the waiver of a breach of this Agreement in any instance, shall not deprive the Party of the right hereafter to insist on strict adherence to that Term or Condition or any other Term or Condition hereunder or be construed as a waiver of any subsequent breach, whether or not similar.
14.8
Should any provision hereunder be determined to be void, invalid, or otherwise unenforceable by any Court of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.
14.9
Customer may not, for commercial purposes, remarket all or any portions of the Services provided under this Agreement, or make all or any portion of the Services available to any Person without the prior written consent of Status.
14.10
Neither Party shall be an Agent of the other for any purpose and shall have no authority to bind the other in any manner.
