Acceptable Use Policy
USE OF SERVICES
By using our service, customer agrees to fully comply with our
Term of Service and Acceptable Use Policy below. This document
can be updated or modified from time to time without prior
notice to Customer.
CONTENT
All services provided by Global IP Networks, Inc. may be used
for lawful purposes only. Transmission, storage or presentation
of any information, data or material in violation of any United
States Federal, State or City law is prohibited. This includes, but
is not limited to: copyrighted material, trademark, intellectual
property, material we judge to be threatening or obscene,
or material protected by trade secret and other statute without
proper authorization. Therefore, example of actions, contents or links
such as these and not limited to are prohibited in our server and/or
network:
- Pornography, nudity, or partial nudity
- Spamming or sending unsolicited email
- Pirated software
- Malicious application
- Copyright infringement
- Phishing or fraudulent activities
Global IP Networks also reserves the right not to provide service to anyone for the sake of itself and its current customers.
BULK COMMERCIAL E-MAIL / SPAM
Global IP Networks is committed to the zero-tolerance Anti-Spamming policy.
You must obtain approval from Global IP Networks for any bulk commercial e-mail.
All bulk commercial e-mail must follow these guidelines:
- Your intended recipients have given their consent to receive e-mail by using a closed-loop confirmed opt-in (COI) procedure. This involves sending the recipient a confirmation e-mail which they must respond to in order to 'opt-in'.
- You retain evidence of the recipient's COI consent in a form that may be promptly produced on request, and you honor recipient's and Global IP Networks' requests to produce consent evidence within 24 hours of receipt of the request.
- The body of the e-mail must explicitly describe how the e-mail address was obtained, the website where the customer opted in, and information on how to request evidence of the consent.
- You have procedures in place that allow a recipient to easily revoke their consent and those instructions are clearly placed in the e-mail. Revocations of consent are honored within 12 hours, and you notify recipients that their revocation of their consent will be honored within 12 hours.
- You must post an 'abuse@yourdoman.com' e-mail address on the first page of any Web site associated with the e-mail. You must register that address at abuse.net, and you must promptly respond to messages sent to that address.
- You must have a Privacy Policy posted for each domain associated with the mailing.
- You may not obscure the source of your e-mail in any manner. Your e-mail must include the recipients e-mail address in the body of the message or in the TO: line of the e-mail
- Domains sending bulk commercial e-mail from your server must have valid whois information for the sending domain and any URLs in the e-mail. This information must include a valid name, company address, phone number, and e-mail address. Proxy / Private whois information is not allowed for bulk e-mail.
- Any attempt to circumvent SPAM filters, not limited to but including such methods as Word Salad will result in an immediate block of your server(s) until the issue is resolved.
- You must comply with the CAN SPAM Act and other applicable laws.
If you have any complaints or comment regarding spam on our network, please report it to abuse@gipnetworks.com.
TERMS
The Initial Term of this Agreement shall be one year, unless
noted in the signed agreement. Upon expiration of the Initial
Term, this Agreement shall be automatically renewed on a yearly
basis until terminated by either party upon thirty (30) days
written notice. The term for individual Product/Service orders
shall be as set forth in the relevant Attachment or Service
Order ("Product/Service Term"). Notwithstanding
the foregoing, in the event that any Product/Service Term
is greater than the Term of this Agreement, then this Agreement
shall remain in effect until the expiration or termination
of such Product/Service Term.
RATES AND PAYMENTS
Recurring Product/Service charges shall be invoiced monthly
in advance (prorated for any partial month), except for those
that are dependent upon usage of a Product/Service. Customer
is responsible for all Non-Recurring Charges when billed,
and all Recurring Charges from and after the Service Date
(as set forth in the applicable Attachment or Service Order).
Customer may receive its invoice in paper format, electronic
format, or electronic and paper format. All amounts owed by
Customer are due and payable upon receipt of Global IP Networks'
invoice, to the address set forth in such invoice, and shall
be past due fifteen (15) days after the date printed on the
invoice. A late charge shall be added to Customer's past due
balance equal to the lesser of 1.5% per month or the maximum
rate permitted by law. Additionally, if Global IP Networks shall
receive less than its invoiced amount due to a returned check,
bank charges, transfer fees, or the like, Customer shall be
subject to a processing charge, as applicable, as well as
the late charge set forth herein. If Customer disputes any
portion of a Global IP Networks bill, Customer must timely pay
the undisputed portion of the bill and submit a written statement
regarding the disputed amount, setting forth the particulars
thereof. All disputes must be submitted to Global IP Networks within
ten (10) days of the date printed on the invoice giving
rise to the dispute. In the event that the disputed bill is
resolved in Global IP Networks' favor, payment shall be due from
Customer, along with applicable late charges, within five
(5) days of such resolution. These rates are subject
to increase: space, power, and bandwidth. Should the rate increase,
we may have to pass this increase to the Customer.
DELINQUENCY
If the Customer is delinquent in its payment, Global IP Networks may
modify payment terms to require full payment before the further
provision of any services or require other assurances to secure
Customer's payment obligations. To secure the payment that is due,
Customer hereby grants to Global IP Networks a continuing security
interest in and lien upon the equipment and furnish financial
information to Global IP Networks when requested. In the event that
Customers fails to pay Global IP Networks all amounts owed to Global IP Networks
when due, Customer agrees that Global IP Networks may
(a) restrict Customer's physical access to the space and
Customer's equipment; (b) take possession of the
Customer's equipment and store it at Customer's expense
and exercise all remedies available under applicable law,
all without being liable for prosecution or damages; (c) sell
the equipments to cover the outstanding balance based on the term of signed
proposal or sales order form and the cost involving the sale of
the equipments and the damages that maybe caused by this event.
The equipment possessed by Global IP Networks due to delinquency
does not automatically qualify as payment until it is sold.
CREDIT/DEPOSIT
Delivery of Products/Services is subject to credit approval.
Global IP Networks may require Customer to make a cash deposit
at any time, as Global IP Networks deems reasonably necessary to
protect its interests, if Customer is in default under this
Agreement, has made late or incomplete payments for a period
of two (2) consecutive months, has exceeded the pre-defined
credit limit or has significantly expanded the Products/Services
provided by Global IP Networks. If such cash deposit is required,
Customer shall pay such deposit to Global IP Networks within fifteen
(15) days of notice from Global IP Networks to Customer. The amount
of the deposit will be credited to Customer's account when
this Agreement expires or is terminated, and any remaining
balance will be refunded to the Customer.
TAXES
Global IP Networks' bill shall separately identify any excise,
sales, use, or other taxes, or any other governmental/municipal
fees and charges applicable to Global IP Networks provision of
Products/Services to Customer, and all such taxes and fees,
however designated (excepting those based on Global IP Networks'
net income), shall be paid by Customer in addition to any
other amount owing. If Customer first provides Global IP Networks
with a valid tax exemption certificate, Global IP Networks will
not collect any taxes covered by such exemption.
EQUIPMENT
Global IP Networks shall retain title to all of its equipment and
facilities used to provide Products/Services under this Agreement.
Customer shall be liable for damages to any Global IP Networks
equipment, facility, or system caused by: (a) negligent or
willful acts or omissions of Customer or any agent, employee,
or End User of Customer; or (b) malfunction or failure of
any equipment or facility provided by Customer or its agents,
employees, End Users or suppliers. Customer shall also be
liable for the theft of Global IP Networks equipment or facilities
located on Customer's or its End User's premises. Customer
shall not allow any facility or equipment of Global IP Networks
to be rearranged, removed, disconnected, or repaired without
Global IP Networks' prior written consent, nor will Customer permit
any liens or encumbrances to be placed on Global IP Networks equipment
or facilities.
TERMINATION
Customer shall be in default of this Agreement, and Global IP Networks
may terminate this Agreement or suspend Products/Services
hereunder upon: (a) any failure of Customer to pay any undisputed
amounts as provided in this Agreement, including payment of
any deposit, which failure continues for more than ten (10)
days after written notification to Customer; (b) any breach
by Customer of a material provision of this Agreement which
breach continues for more than thirty (30) days after written
notification to Customer; (c) any insolvency, bankruptcy,
assignment for the benefit of creditors, or similar event
with respect to Customer; or (d) any violation by Customer
of an applicable law or governmental regulation. Global IP Networks
shall also have the right to immediately terminate or suspend
Products/Services in the event of any governmental prohibition
or required alteration of the Service, or in any emergency
circumstance, each as determined in Global IP Networks' reasonable
discretion. It shall be an event of default and Customer may
cancel or terminate this Agreement if Global IP Networks is in
breach of a material provision herein and such failure continues
for more than thirty (30) days after Customer's written notice
to Global IP Networks. Cancellation or termination is in addition
to any and all other remedies provided for in the Agreement
and available at law and in equity.
TERMINATION FEES AND LIABILITY
If Products/Services are canceled or terminated before expiration of
the relevant Product/Service Term by Customer for any reason other
than an event of default by Global IP Networks or a permitted
termination pursuant to the Regulatory Compliance below,
or an event of default by Customer due to force majeure or act of God,
the Customer agrees to pay Global IP Networks the following sums,
which shall become due and owing as of the effective date of
termination and be payable within thirty (30) days thereafter:
(a) all unpaid Non Recurring Charges for canceled or terminated Products/Services;
(b) all unpaid Recurring Charges for canceled or terminated Products/Services before the date of termination;
(c) all unpaid costs incurred by Global IP Networks through the lease of equipment and/or the management of Global IP Networks or Customer provided equipment;
(d) all unpaid amount the Customer would otherwise have had to pay to Global IP Networks over the remainder of the Term of the terminated proposal or sales order form;
(e) any termination liabilities imposed by an underlying service provider for any associated local loops coordinated by Global IP Networks.
This paragraph constitutes a reasonable estimate of damages that would be impossible to calculate in the event of early termination. Customer acknowledges that such Termination Fee is not a penalty, but is in the nature of liquidated damages.
WARRANTIES
GLOBAL IP NETWORKS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER
THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GLOBAL IP NETWORKS
DOES NOT WARRANT THAT THE PRODUCTS/SERVICES WILL BE UNINTERRUPTED
OR ERROR-FREE, THAT THE PRODUCTS/SERVICES WILL MEET CUSTOMER'S
REQUIREMENTS, OR THAT THE PRODUCTS/SERVICES WILL PREVENT UNAUTHORIZED
ACCESS BY THIRD PARTIES. GLOBAL IP NETWORKS DOES NOT AUTHORIZE
ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND CUSTOMER
SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS.
LIMITATION OF LIABILITY
THE LIABILITY OF GLOBAL IP NETWORKS ASSOCIATED WITH THE INSTALLATION,
PROVISION, USE, MAINTENANCE, REPAIR, TERMINATION OR RESTORATION
OF PRODUCTS/SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL
NOT EXCEED AN AMOUNT EQUAL TO THE CHARGES FOR AFFECTED PRODUCTS/SERVICES
FOR THE PERIOD DURING WHICH SUCH SERVICE WAS AFFECTED. IN
NO EVENT SHALL GLOBAL IP NETWORKS BE LIABLE FOR: (A) ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, EXEMPLARY OR
SPECIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR
REVENUES OF ANY KIND, OR INCREASED COST OF OPERATIONS, WHETHER
OR NOT GLOBAL IP NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES; OR (B) ANY CLAIM OR DAMAGES CAUSED BY OR ARISING
OUT OF (I) ANY ACT OR OMISSION (INCLUDING WITHOUT LIMITATION
UNAUTHORIZED USE, THEFT, OR ALTERATION OF PRODUCTS/SERVICES,
OR INTERFERENCE WITH PRODUCTS/SERVICES) BY CUSTOMER, AN INTERMEDIATE
RESELLER, AN END USER, OR ANOTHER THIRD PARTY, (II) PRODUCT/SERVICE
INTERRUPTIONS, (III) INTEROPERABILITY, INTERACTION OR INTERCONNECTION
OF THE PRODUCTS/SERVICES PROVIDED UNDER THIS AGREEMENT WITH
APPLICATIONS, EQUIPMENT, SERVICES OR NETWORKS PROVIDED BY
CUSTOMER OR THIRD PARTIES, OR (IV) THE CONTENT OF ANY TRAFFIC
PROVIDED OR USED BY CUSTOMER OR ANY AGENT, EMPLOYEE, OR END
USER OF CUSTOMER. THE LIMITATIONS OF LIABILITY SET FORTH IN
THIS AGREEMENT SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY,
AND SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER
IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE
(INCLUDING WITHOUT LIMITATION ACTIVE AND PASSIVE NEGLIGENCE).
ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE ALLEGED
ACT OR OMISSION.
INDEMNITY
Except as otherwise set forth in this Agreement, and subject
to the limitations of liability set forth in this Agreement,
each party ("Indemnitor") shall indemnify, defend
and hold the other party, its principals, officers, directors,
agents, employees, subsidiaries, affiliates, successors and
assigns (collectively "Indemnitee") harmless from
and against any claims, losses, costs, damages or expenses
whatsoever (including, but not limited to, reasonable attorneys'
fees and court costs) arising out of or resulting from (i)
claims for libel, slander, infringement of copyright or unauthorized
use of trademark, trade name or service mark arising out of
the use of the Products/Services by the Indemnitor, (ii) claims
for patent infringement arising from combining or connection
of facilities to the Products/Services by the Indemnitor,
or (iii) any claims against an Indemnitee by a third party
resulting from the acts or omissions of the Indemnitor or
Indemnitor's principals, officers, directors, agents, employees
or contractors.
ASSIGNMENT AND SUCCESSORS IN INTEREST
Neither party may assign this Agreement without the prior
written consent of the other party (which consent shall not
be unreasonably withheld or delayed), except that either Global IP Networks
or Customer may assign its rights and obligations hereunder:
a) to any subsidiary, parent company, or affiliate of the
assignor; (b) pursuant to any sale or transfer of substantially
all the business of the assignor; or (c) pursuant to any financing,
merger, or reorganization of the assignor. The terms and conditions
contained in this Agreement shall bind and inure to the benefit
of the parties and their permitted successors and assigns.
REGULATORY COMPLIANCE
Customer acknowledges this Agreement is subject to all applicable
federal, state and local laws, and regulations, rulings, orders,
and other actions of governmental agencies ("Rules"),
including, but not limited to: the Communications Act of 1934
as amended by the Telecommunications Act of 1996, the rules
and regulations of the Federal Communications Commission ("FCC"),
and the obtaining and continuance of any required approvals,
authorizations, or tariffs filed with the FCC or any other
governmental agency. Global IP Networks will use its good faith
reasonable efforts to obtain, retain, and maintain such approvals
and authorizations. If any such Rule materially adversely
affects the Products/Services or requires Global IP Networks to
provide Products/Services other than in accordance with the
material terms of this Agreement, either party may, without
liability to the other party, terminate the affected Products/Services
upon thirty (30) days prior written notice to the other party.
In the event of any conflict between any provision of this
Agreement and any provision of an applicable tariff, the provision
of such tariff will control.
SEVERABILITY
If any provision of this Agreement is held by a court to be
invalid, void or unenforceable, the remainder of this Agreement
shall remain unimpaired and in full force and effect. In addition,
in the event that any provision (or portion thereof) of this
Agreement is determined by a court to be unenforceable as
drafted by virtue of the scope, duration, extent, or character
of any obligation contained therein, it is the parties' intention
that such provision (or portion thereof) shall be construed
in a manner designed to effectuate the purposes of such provision
to the maximum extent enforceable under such applicable law.
FORCE MAJEURE
Global IP Networks nor its affiliates, subsidiaries, or contractors
shall be liable for any delay, failure in performance, loss or
damage, except for credits or money payments due, to the extent
such delay or failure is caused by events beyond its reasonable
control, including but not limited to, fire, flood, explosion,
fiber cuts, failure of public utilities, unavailability of
materials or rights-of-way, accident, war, strike, embargo,
terrorist activities, supplier failures, shortages, breaches
or delays, or Acts of God.
NO WAIVER
Failure by either party to take action to enforce compliance
with any of the terms or conditions of this Agreement shall
not constitute a waiver or relinquishment of such right. All
waivers must be in writing. Any such waiver shall constitute
a waiver only with respect to the specific matter described
in such writing and shall in no way impair the rights of the
party granting such waiver in any other respect or at any
other time.
CONFIDENTIALITY
If Global IP Networks and Customer have executed a Nondisclosure
Agreement, Confidentiality Agreement, or similar agreement,
the parties agree that the terms therein shall remain in full
effect throughout the Term of this Agreement and shall be
incorporated herein by reference. Notwithstanding the foregoing,
Customer and Global IP Networks agree to maintain in strict confidence
all plans, designs, drawings, trade secrets, and other proprietary
information of the other party disclosed under this Agreement.
No obligation of confidentiality shall apply to disclosed
information that the recipient: (a) already possesses without
obligation of confidentiality; (b) develops independently;
or (c) rightfully receives without obligation or confidentiality
from a third party. The parties' obligations under this section
shall survive expiration or termination of this Agreement.
RELATIONSHIP OF THE PARTIES
The relationship between the parties shall be that of independent
contractors and not of principle and agent, employer and employee,
franchiser and franchisee, partners or joint ventures. This
Agreement does not establish Customer as a dealer, distributor
or franchisee of Global IP Networks, and no fee is being paid to
Global IP Networks to enter into this Agreement.
NOTICES
All notices shall be in writing, and will be deemed given when:
(a) delivered to the recipient by certified U.S. Mail or
overnight courier service with proof of delivery; (b) hand delivered
to the recipient; or (c) delivered by facsimile or email to the recipient.
PUBLICITY
No public statements or announcements relating to this Agreement
shall be issued by either party without the prior written
consent of the other party.
ENTIRE AGREEMENT
This Agreement, together with any Attachments and Service
Orders, constitute the entire agreement between the
parties with respect to the Products/Services, and supersede
all prior agreements, proposals, representations, statements
or understandings, whether written or oral, concerning the
Products/Services or the parties' rights or obligations relating
to the Products/Services, and may not be amended, supplemented
or discharged except by an instrument in writing signed by
each of the parties. Any prior representations, promises,
inducements or statements of intent regarding the Products/Services
that are not embodied in this Agreement are of no effect.
In the event of a conflict between the terms of this Agreement,
any Attachment, and/or any Service Order, the Service Order(s)
shall take precedence over the Attachment(s) and the Agreement,
and the Attachment(s) shall take precedence over the Agreement.
