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Single Service Terms and Conditions
These terms are incorporated by reference into Customer’s Single Service Service Order, and govern the Service procured thereunder. Monthly invoices shall include applicable taxes, USF charges and fees, and shall be paid within 30 days of the invoice date. Invoicing shall commence upon service acceptance. Either party may cancel this contract upon thirty (30) days prior written notice to the other party of a material breach, and the other party’s failure to cure such breach within the 30 days, and Veroxity Technology Partners, LLC (“Veroxity”) may terminate this contract upon ten (10) days prior written notice of a failure of Customer to pay any undisputed portion of an invoice and Customer’s failure to cure such breach within the 10 days. Except following Customer’s termination for failure of Veroxity to cure a material breach, Customer’s payment obligations are absolute and shall be the total contract value. Each party shall indemnify and hold harmless the other party from and against any claim, action, award of damages, law suits, expenses including reasonable attorney’s fees and court costs, brought by a third party for bodily injury including death or damage to tangible property, to the extent caused by the indemnifying party’s negligence or willful misconduct. Customer shall indemnify and hold Veroxity harmless from and against any claim, action, statutory damages, award of damages by a jury, court or other tribunal, law suits, expenses including reasonable attorney’s fees and court costs, brought by a third party for infringement to any intellectual property right, breach of a software license or unlawful use of software (“IP Indemnity”). EXCEPT FOR CUSTOMER’S IP INDEMNITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER IN TORT, CONTRACT OR OTHERWISE. VEROXITY’S ENTIRE LIABILITY SHALL NOT EXCEED THE CHARGES FOR ONE YEAR OF THE SERVICE. VEROXITY DISCLAIMS ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Each party shall maintain employers liability, general liability, auto and umbrella insurance policies with limits of at least $1,000,000 per occurrence and workers compensation insurance, each with waivers of subrogation. Customer shall comply with all applicable laws and is subject to Veroxity’s Acceptable Use Policy posted on www.veroxity.com, which is incorporated herein by reference. In the event of any disruption or failure of service, Customer shall be entitled to a credit of two (2) minutes worth of a monthly charge for each one (1) minute of disruption or failure not to exceed 100% of the monthly charge in any month as Customer’s sole and exclusive remedy. Neither party shall be liable for any failure to perform due to an event of force majeure. In the event of a dispute, either party may refer the matter to binding arbitration with the American Arbitration Association (“AAA”). Arbitration shall be conducted in Boston, MA by one arbitrator chosen in accordance with the rules of AAA. Each Party shall pay its own costs and share the costs of the arbitrator equally. The arbitrator’s award of damages shall be binding and may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing arbitration provision, in the event that Customer fails to pay any invoice or portion thereof, Veroxity may seek collection of payment by means of filing an action in any court of competent jurisdiction or other means and Customer shall be liable for all reasonable costs incurred by Veroxity, including attorney’s fees and court costs, incurred in collecting charges owed by Customer. This agreement shall be governed by the laws of Massachusetts without regard to any conflict of law principles. This agreement is comprised of these terms and conditions, the AUP and the Single Service Service Order and represents the entire agreement between the parties as to the subject matter and shall be binding upon and inure to the benefit of the successors and permitted assigns of each party. The agreement may only be modified or changed by a written instrument duly executed by both parties. Should any element of this agreement be deemed to be unenforceable, the remainder of the agreement shall remain in full force and affect. This agreement shall not create any third party beneficiary rights. This agreement shall not be assigned by either party without the written consent of the other party, except upon notice in the case of a merger, acquisition or other business reorganization. Either party’s failure to enforce any of the terms or conditions of this agreement at any time shall not affect, limit, modify or waive that party’s right to enforce strict compliance with each term or condition. Customer shall have no right of title to the Service or to any equipment provided as part of the Service.
“Veroxity” and “Veroxity Technology Partners” are Registered in the U.S. Patent and Trademark Office.