1. PURPOSE OF AGREEMENT
IFoundries (Asia Pacific) Pte Ltd provides Internet connectivity services (the "Bandwidth"), space to store and operate such Hardware ("Server") and together comprising a web-hosting package (together, the “Services”). IFoundries desires to provide Services to the Client, and the Client desires to receive and compensate IFoundries for such Services.
The term of this agreement is for the Minimum Term of 12-month and shall automatically renew yearly thereafter unless either party notifies the other in writing at least one (1) Month prior to the end of the current term, of their intention not to renew this Agreement.
3. SERVICE ORDERS
The provisions of Services shall be initiated by this Agreement issued by the Client describing the service plan and cost. Each Agreement will contain the prices, initial terms of Services and other information designated in the Service Order form. No Agreement shall be effective until accepted by IFOUNDRIES .
The Client may terminate any Agreement by giving IFOUNDRIES at least thirty (30) days written notice prior to the end of the Contract Term when the Client desires Services to cease. All amounts due from the Client remaining contract terms must be paid in order for the Client to terminate an Agreement. IFOUNDRIES may terminate any Agreement by giving at least sixty (60) days prior written notice of the date of termination of Services.
From time to time, IFOUNDRIES may conduct routine tests, maintenance, upgrade or repair on any part of the System, and IFOUNDRIES shall give the Client prior notice thereof. The Client acknowledges that there may be instances where it is not practicable for IFOUNDRIES to give advance notice of a disruption, for example, in the event of an emergency, and IFOUNDRIES shall be entitled to disrupt the Services to conduct restoration and remedial works without prior notice.
3.3. Control Rights
The Client, and not IFOUNDRIES , has the sole and exclusive control over the Data. The Client acknowledges and IFOUNDRIES agrees that in the provision of the Services hereunder IFOUNDRIES is not provided, either directly or indirectly, with or access to the Data that would allow IFOUNDRIES to exercise any control over the Data. IFOUNDRIES accepts no responsibility for the Data passing through the System.
4. SERVICE INTERRUPTIONS
IFOUNDRIES shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.
5. CLIENT CONTENT AND RESPONSIBILITIES
The Client is solely responsible for the content of any postings, data or transmissions using the Services (the "Content"), or any other use of the Services by the Client or by any person entity the Client permits to access the Services (a "User"). The Client represents and warrants that neither it nor any User will use the services for unlawful purposes (including, without limitation, infringement of copyright or trademark, misappropriation of trade secrets, wire fraud, invasion of privacy, illegal pornography, obscenity, defamation, and illegal use, transportation or sale of tobacco, controlled substances and firearms), or to interfere with, or disrupt, other network users, network services, or network equipment. Disruptions include, without limitation, distribution of unsolicited advertising or chain letters, repeated harassment of other network users, wrongly impersonating another user, falsifying one’s network identity for improper or illegal purposes, sending unsolicited mass e-mailings, propagation of computer viruses, using the network to make unauthorized entry to any other machine accessible location, via the network, and distributing of tools designed for compromising security (i.e. including, but not limited to, password guessing programs, cracking tools or network probing tools). IFOUNDRIES may suspend or terminate the Services immediately, without prior notice to the Client, if IFOUNDRIES believes, in good faith, that the Client or a User is utilizing the Services for any such illegal or disruptive purpose. The Client shall defend, indemnify, and hold harmless IFOUNDRIES from and against all liabilities, judgments, claims, damages, settlements, expenses and costs (including reasonable attorneys’ fees and litigation expenses) arising out of or relating to any and all claims by any person relating to use of the Services, including, but not limited to, use of the Services without consent of the Client.
6. PRICING AND PAYMENT TERMS
6.1. Payment Terms
The full amount of the Initial Fee as reflected in the Agreement, which includes any set-up fees and charges for the first payment term of Services, are due and payable to IFoundries (Asia Pacific) Pte Ltd upon the acceptance of the Agreement.
All accounts more than 30 days past due will be charged interest from the due date of 5% per month on the past due amount. IFOUNDRIES may also suspend, interrupt, or terminate Services on any account that is past due by more than thirty (30) calendar days. IFOUNDRIES may send all accounts that have not been paid in full to a collection agency. The Client is responsible for paying all costs of collection, including, but not limited to, reasonable attorney’s fee and, where lawful, collection agency fees. IFOUNDRIES will impose an S$30.00 charge for any cheque that is returned for any reason by a financial institution. All accounting issues should be addressed to IFOUNDRIES at support@iFoundries.com
6.3. LIMITATION OF LIABILITY
IFOUNDRIES ’s liability for any claim arising out of or relating to this Agreement or Agreement or the provision of any Services under Agreement (including, without limitation, maintenance and support) shall be limited to the amount of fees paid by the Client to IFOUNDRIES under this Agreement within one year preceding the date the Client contends its claim arose. In no event shall IFOUNDRIES be liable for any loss of data, loss of profits, cost of cover, or any other special, incidental, consequential, indirect or punitive damages, however caused and regardless of theory of liability. This limitation will apply even if IFOUNDRIES has been advised of, or is aware of, the possibility of such damages.
7. DISCLAIMER OF WARRANTIES
Except as expressly stated in this Agreement, there are no warranties, express or implied, by operation of law or otherwise, regarding or relating to products or to any other materials, goods or services in connection to Client hereunder or in connection herewith.
Any notice permitted hereunder shall be sufficiently given if delivered in person, or sent by facsimile transmission (with the original sent promptly by ordinary mail), or by registered or certified mail, or postage pre-paid, or by recognised overnight delivery service to the address first set forth at the beginning of this Agreement and such notice shall be deemed to have been given when so delivered, sent by facsimile transmission or mailed. By such notice either party may change its address for future notices.
9. Entire Term Of Service
This Term of service is the entire understanding and agreement between the parties hereto with subject matter hereof and supersedes and voids all previous negotiations, agreements, commitments and connections herewith. It may only be amended by at any point of time at the discretion of iFoundries.