End User License Agreement

(EULA)

Advancing Data Resources, Inc. ("NN") and (“Customer”) agree to the following material terms and conditions as part of the Managed Services Agreement (the “Agreement”). Each of the terms and conditions of this Agreement performable by Customer shall be deemed both a covenant and a condition. 

1. SERVICE.

i. The front page of this Agreement (“Front Page”) identifies the physical location (“Facility”) where Managed Services will be made available to Customer and sets forth a description of the services and initial Internet connectivity (the “Services”) to be provided.
ii. To provide the Services, we must install equipment at the Facility, which remains the sole property of ADR. You agree to take reasonable measures to protect our equipment at all times and provide cooling and electricity. Customer agrees to pay ADR the replacement value of any lost, stolen, or damaged equipment.
iii. Customer shall use its best efforts to promptly and thoroughly respond to any notices forwarded to Customer by ADR, including, but not limited to notices that the Customer Content violates the Digital Millennium Copyright Act (the “DMCA”).

2. CONTRACTORS.

i. Customer acknowledges that certain installation, technical support, and consulting services may be provided by an unaffiliated third party contractor (“Contactor”) to ADR. Customer hereby authorizes ADR to provide Contractor all Customer location, Equipment and contract information necessary to provide such services.


3. PAYMENT.

i. ADR will invoice the Start-Up Charge on the Front Page upon execution and delivery of this Agreement. Monthly Fees for Services will commence when ADR is prepared to provide Customer with Internet Access in the Facility. ADR will invoice Monthly Fees one month in advance. ADR reserves the right to change the rates for Services provided under this Agreement at any time by providing written notice to Customer at least 60 days in advance of the effective date of the change.
ii. Payment is due upon receipt of invoice. Accounts are in default if payment is not received within 30 days after date of invoice. If Customer check is returned to ADR unpaid, Customer shall be immediately in default and subject to a returned check charge of $25.00 from ADR. ADR reserves the right to terminate Customers Service on any account unpaid 60 days after date of invoice. Customer specifically agrees not to remove any Equipment form the Facility pending payment of all amounts owed to ADR by Customer. Customer agrees to pay ADR reasonable expenses, including attorney's and collection agency fees, incurred in enforcing its rights under this Agreement. An account in default is subject to an interest charge on the outstanding balance of 10% per month.

4. USE OF SERVICES.

i. ADR exercises no control over, and accepts no responsibility for, the content of the information passing through ADR’s host computers, and network devices (the “ADR Network”). ADR reserves the right to suspend the Services or terminate this Agreement effective upon notice for a violation of the Policy. Customer agrees to indemnify and hold harmless ADR from any losses, damages, costs or expenses resulting from any third party claim or allegation (“Claim”) arising out of or relating to use of the Services, including any Claim which, if true, would constitute a violation of the Policy.
ii. Any Internet Protocol numbers (“IP Numbers”) assigned to Customer by ADR in connection with the service shall be used only in connection with the Service. In the event Customer discontinues use of a service for any reason, or this Agreement is terminated for any reason, Customer’s right to use the IP Numbers shall terminate.

5. DISCLAIMER OF WARRANTIES.

i. ADR makes no representations or warranties, whether express, implied or statutory, regarding the Services, system equipment or ADR owned or provided equipment used by the customer.

6. LIMITATION OF LIABILITY.

i. With respect to claims or suit by customer, or any others, for damages relating to or arising out of acts or omissions under this Agreement and/or Services provided hereunder, ADR’s liability for Service interruptions or Service problems, if any, shall be limited to a credit allowance for the duration of the Service interruption.
      i. The credit allowance calculated by the Monthly Fees, for the month of the interruption, divided by the number of day(s) the interruption occurred.
ii. ADR shall not be liable for any losses or damages resulting from:
     i. The delivery, installation, maintenance, operation, use or misuse of an account, equipment, or service.
     ii. Any act or omission of customer, or its end-users or agents, or any other entity furnishing equipment, products or services to customers.
     iii. Any personal or property damages due to the loss of stored, transmitted or recorded data resulting from the service or the equipment, even if ADR has been advised of the possibility of such damages.
     iv. The only exception shall be to the extent property damage to customer’s premises is caused due to ADR’s gross negligence or willful misconduct, provided, however, in no event shall ADR liability for direct damages be greater than the sum total of payments made by customer to ADR during the three months immediately preceding the event for which damages are claimed.
iii. To the extent Customer is the cause of any loss, damages, or liabilities to ADR, Customer agrees to reimburse, compensate, and pay ADR for any losses, claims, damages, liabilities, or penalties that ADR or any of our officers, directors, agents, or successors, may incur from your purchase or use of the Services and our equipment, except to the extent that any loss, damages or liabilities are caused by ADR’s gross negligence or willful misconduct.

7. INDEMNITY.

i. Customer agrees to indemnify, defend and hold ADR and its officers, directors, employees, agents, affiliates and suppliers harmless from and against any claims, actions, demands, losses and damages, including attorney's fees, relating to any violation of this Agreement or related acts or omissions by Customer, its end users, or other users of its account, or the placement or transmission of any message, information, software or other materials on the Internet by Customer or end users of Customer's account.
ii. In addition, Customer shall indemnify ADR against actions by any third party based on an alleged violation of the DMCA by Customer
iii. This indemnification shall survive the termination of the Agreement.

8. FORCE MAJEURE.

i. ADR shall not be liable for any delay or failure in performance due to Force Majeure, which shall include without limitation acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or supplies, equipment failures, transportation difficulties, or other occurrences which are beyond ADR’s reasonable control.

9. TERM / TERMINATION.

i. The initial Term of this Agreement shall commence when ADR is prepared to provide Customer with Internet Access in the Facility and shall continue for a minimum term set forth on the Front Page of this agreement.
ii. If Customer or ADR does not cancel this Agreement before the end of the Term, this Agreement will automatically renew for a 1 month term and at the rates specified on the Front Page (unless otherwise stated in the notice).
iii. If Customer cancels Services before the end of the Term all Start-Up Charges and Monthly Fees are immediately due and payable and an early termination charge equal to 100% of Customers average monthly Services (based upon the prior three months), times the number of months remaining in the Term of this Agreement.
iv. This Agreement may be terminated by either party upon 60 days written notice to the other party. If the customer terminates the agreement the remaining amount owed on the contract will be due upon the notice of termination.  

10. ENTIRE AGREEMENT.

i. This Agreement, including any attachments hereto, contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 

11. SEVERABILITY.

i. If any provision of this Agreement shall be held to be invalid or unenforceable, by a court of law, for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

12. AGREEMENT SCOPE.

i. This Agreement shall be governed by and constructed in accordance with the laws of the State of California (without regard to choice of law rules).

AGREED AND ACCEPTED BY CUSTOMER

By using our Web site you consent to our collection and use of your personal information as described in this Privacy Policy. If we change our privacy policies and procedures, we will post those changes on our Web site to keep you aware of what information we collect, how we use it and under what circumstances we may disclose it.