We as the "Service Provider," shall deliver the Services to the Buyer in strict compliance with the terms and conditions set forth in this Agreement. This Agreement does not constitute a work-for-hire arrangement. The Service Provider shall carry out the Services as an independent contractor. It is explicitly clarified that employees of the Service Provider shall not be designated as, nor regarded as, employees of the Buyer. The Service Provider shall operate without direct supervision from the Buyer, with the exception of being accountable to the Buyer for achieving the desired outcomes while performing the Services. The Service Provider, also known as AssistanZ Network Pvt Ltd., having its address at 1136 Jayyseeli Plazaa, Dr. Radhakrishnan Road, Gandhipuram, Coimbatore, Tamil Nadu, India – 641012 conducting business under the trade name assistanz.com, is denoted as the "Service Provider/provider" in the terms and conditions detailed herein.
The following terms apply to all service plans:
1. Expertise: AssistanZ possesses extensive expertise in addressing server emergencies. While our past experience has maintained an immense success rate, it's important to note that past performance does not guarantee future success.
2. Payment Authorization: Upon plan subscription, the buyer authorizes the service provider to charge their payment card or initiate alternative payment methods for the necessary hours to complete the task. This includes authorizing charges for any deviations from initial and follow-up estimates, irrespective of task success.
3. Payment Schedule: The buyer grants authorization for the service provider to determine the payment schedule, which may include prepayment, interim payment, or post-payment options.
4. Billable Hours: Time spent on research, study, log analysis, issue recreation, and sub-tasks are considered billable hours.
5. Sub-Task Billing: Sub-tasks, if applicable, will also be billed individually, not as part of the final output.
6. Emergency Task Disclaimer: Emergency tasks do not guarantee immediate issue resolution. Feasibility assessments for issue resolution are billable.
7. Data Recovery: The service provider cannot provide guarantees or assurances regarding the quality and quantity of recovered data.
8. Environmental Changes: Solutions applied may be affected by changes in the server environment, potentially requiring additional billable time.
9. Compliance: If a server or website is found to be non-compliant with AssistanZ's AUP, work will be immediately suspended.
10. Liability: The service provider's liability is limited to the cost paid by the buyer for the services, with the maximum liability being a refund of the costs to the buyer.
11. Documentation: The documentation of solutions or technical summaries is the intellectual property of the service provider and is not obligated to be shared with the buyer. Communication of such information via email, chat, or phone is a violation of the agreement.
12. Pricing: The plan's pricing is based on the contents of the buyer's cart and is subject to change if the buyer modifies the plan.
13. Expiration of Hours: At the end of the twelfth month, any unused service hours purchased by the buyer will expire without further notice.
14. Unused Hours: Unused hours are not eligible for refunds. If a customer raises a quality issue within seven (7) days of purchasing the service, AssistanZ will thoroughly review the request through the quality management process and may process a refund based on the merits of the request.
This service package encompasses the standard migration process supported by cPanel migration tools. Please note that limitations inherent to cPanel tools, such as issues related to database import due to version disparities or the inability to detect hard-coded system paths, are not covered by this plan. Addressing these issues will necessitate individual code modifications by a hosting expert and the purchase of additional service credits.
The migration packages include DNS changes for domains using local DNS (with the destination server as the DNS server). However, for non-standard migration scenarios, like external DNS changes or domain registrar changes, the procurement of additional service credits is required to provide support.
Copying files or databases from the old server after the initial copy is only feasible if the destination server or control panel offers a re-synchronization option. If such a provision is not available, manual intervention is necessary, and additional service credits must be obtained to support these non-standard migration conditions.
Please be aware that only standard software provided with the control panel will be covered in the migration package. For custom or non-standard software installations and configurations, additional service credits are needed to access the necessary assistance for handling these non-standard migration conditions.
It's important to note that the backup configuration for the new system is not included in any server migration package. If the backup configuration is required for the new server, it should be requested separately, with the procurement of additional service credits to obtain the necessary assistance for addressing these non-standard migration conditions.
AssistanZ's server management plans encompass comprehensive server monitoring and maintenance services, which extend to VM management, AWS cloud server management, and more. The following terms apply to all such service plans:
1. Scope: The server management plan entails ongoing server management, monitoring, and maintenance.
2. Monitoring and Issue Resolution: This plan includes the monitoring of servers and the resolution of server issues, such as service errors and RAID errors. However, please note that monitoring may not cover all services and hardware components (e.g., RAID, RAM) in the server. The extent of monitoring depends on available tools, server hardware, and service/hardware compatibility with the monitoring system. Monitoring is conducted through periodic checks, so there may be a delay between the occurrence of an incident and its detection.
3. Security: The server management plan is designed to enhance server security by safeguarding it against various threats, including denial-of-service attacks and spam. While we strive to promptly mitigate all potential threats, server security can be influenced by factors such as the websites in operation, OS version, types of services, and server access by various administrators.
4. Operating System Updates: This plan monitors available OS updates and coordinates their installation. Updates are executed with your confirmation to allow for necessary precautions and communication with your users regarding any potential post-update issues.
5. Performance Optimization: The server management plan aims to ensure the optimal performance of services running on the server. Server performance is influenced by numerous factors, including server hardware, software configurations, network performance, user types, and user volume.
6. Data Backup: The plan maintains proper server backups for use in case of data loss. It's important to note that AssistanZ does not retain backups but assists you in configuring, monitoring, and maintaining them. Backup integrity is evaluated based on criteria like backup date and size. However, these criteria may not reliably determine the suitability of a backup for a specific purpose.
7. Service Uptime and Security: The server management plan is designed to provide high service uptime, maximum server security, and data integrity. Notably, it does not cover tasks at the website level, such as website migrations, website-specific errors, FTP issues, email issues, DNS changes, and SSL management. Additionally, it excludes additional software installations, code debugging, code changes, CMS upgrades, and similar tasks. These tasks, which are not part of the server management plan, can be addressed through the On Demand Server Administration Addon at an applicable hourly rate.
8. Service Credits: All tasks within Unlimited (Limitless) server management plans are completed using service credits. The monthly limitless plan provides 5 hours per month, and if tasks on servers within this plan require more than 5 hours in a month, charges will apply based on the plan's hourly rate. Similarly, the annual limitless plan provides 60 hours in a year, with charges for tasks exceeding this allocation based on the annual plan's hourly rate. Limitless plan services are provided on-demand, and specific server monitoring requests should be initiated by the client. Hardening, optimizations, audits, and similar services are also available on-demand.
In the event that the Buyer does not furnish the necessary information for AssistanZ to commence the provision of services, AssistanZ will not be held accountable for initiating service delivery based on the agreed-upon date. AssistanZ will only be bound to commence services once the Buyer has furnished all required information.
Disclaimer on Accuracy: The Buyer bears sole responsibility for the accuracy and integrity of any data provided by the Buyer or the Buyer's customers to AssistanZ. AssistanZ may rely on this information and may also offer links to other Services Intellectual Property (as defined in this Agreement) or any Internet sites or resources falling within the scope of Services. AssistanZ neither endorses nor assumes responsibility for any data, software, or other content available on such sites or resources. The Buyer acknowledges and agrees that AssistanZ shall not be held liable for any damage or loss arising from the Buyer's or the Buyer's customer's use of or reliance on such data.
AssistanZ will provide all necessary tools and materials for delivering the Services. Our service delivery may take place offsite from the Buyer's worksite and at locations chosen at our discretion. To access the Buyer's computer and information systems, AssistanZ will require access codes provided by the Buyer, such as SSH keys or password authentication. The Buyer has the option to revoke these access codes after service provision or request AssistanZ to do so. While the specific approach and methods for providing the Services will be determined by AssistanZ, our employees will be available during the Buyer's regular business hours to coordinate and consult with the Buyer or their representatives regarding the Services. The Buyer is responsible for identifying individuals with the authority to request work beyond the scope of the Services and will be billed accordingly based on the Hourly Fees.
Service Fees must be paid in advance, and the Service Provider is under no obligation to initiate the Services until the requisite Service Fees have been received. Should the Buyer request supplementary services or alterations to the Services, these modifications or additions may result in additional charges. As outlined in Section 16A, within the Renewal Agreement, the service provider retains the right to annually adjust the fees, with the maximum increase not exceeding 6.5%.
In the event that payment is not received by the designated Due Date, the Buyer will incur a late fee, which will be either (a) two percent (2%) of the total amount due or (b) Ten Dollars ($10.00 US), whichever is greater (referred to as the "Late Fee"), until the 5th day following the due date. From the 6th day onwards, a daily late fee of 2% will be applied. If payment, inclusive of the Late Fee, is not received within fourteen days after the Due Date, AssistanZ will suspend all Services until all outstanding obligations are paid in full. If Services are suspended due to the Buyer's failure to pay an invoice by the Due Date, AssistanZ will assess a $50.00 US fee to cover administrative costs associated with the suspension and reinstatement of Services (referred to as the "Suspension Fee"). Any payment delays resulting from card failures will be the Buyer's responsibility. If the Buyer wishes to dispute a charge listed on an AssistanZ invoice (referred to as a "Disputed Amount"), the Buyer must submit a written dispute notice along with appropriate supporting documentation within thirty days of receiving the initial invoice that contains the Disputed Amount. Failure to submit such a written dispute notice and supporting documentation within the specified timeframe will result in the Buyer waiving all rights to dispute the Disputed Amount, file related claims, or assert that it does not owe the Disputed Amount. The Buyer also waives any rights to seek set-offs, reimbursements, or any other claims related to the Disputed Amount.
AssistanZ maintains the right to deny server access and service to any individual or entity. Our services are exclusively intended for legal purposes, and any use that violates laws or regulations is strictly prohibited.
The following activities are provided as illustrative examples of strictly prohibited activities and content:
1. Financial Schemes: Ponzi or pyramid schemes, prime bank programs, bank debentures/trading programs, cryptocurrency/bitcoin miners, forex, e-gold, and similar activities are strictly prohibited.
2. Automation and Bots: The use of proxy, bots, spam bots, mail bombers, port scanners, IP scanners, mail harvesting scripts, brute force scripts, and similar automated tools is prohibited.
3. Web Content: This includes chat rooms, banner rotators, file dumps, using server disk space for secondary storage, and the sale of illegal pharmaceuticals, drugs, explosives, anonymous or bulk SMS gateways, malware, warez, phishing materials, lottery and gambling, illegal downloads, pirated software distributions, escrow services, adult thumbnail galleries/banner exchanges, and the streaming or broadcasting of live copyrighted events. Also, websites promoting illegal activities or linking to such websites are prohibited.
4. Human Trafficking: Content that promotes or advocates human trafficking, prostitution, or escort services is strictly prohibited.
5. Child Exploitation: Any website found hosting child pornography or linking to such content will face immediate suspension without prior notice.
6. Illegal Material: This encompasses copyrighted works, commercial audio, video, or music files, and any material in violation of regulations or perceived as misleading.
7. Warez: This includes pirated software, ROMs, emulators, phreaking, hacking, password cracking, IP spoofing, and any information on sites that facilitate these activities.
9. Gaming: Hosting any kind of games on our servers is strictly prohibited. Accounts found with gaming-related content will be terminated.
10. IRC Hosts: Hosting an IRC server linked to another network or server or having connections to IRC networks is not allowed. Servers or hosting accounts found in violation of this rule will be immediately removed from our network.
Any server committing a second violation will result in the immediate termination of the account.
AssistanZ reserves the right to classify any additional content as "prohibited" if it contains offensive language, incites hatred, or is otherwise deemed unacceptable.
When utilizing a DigitalOcean service, bandwidth consumption is regulated and billed according to the DigitalOcean bandwidth usage guidelines available at this link: [DigitalOcean Bandwidth Usage Policies] (https://docs.digitalocean.com/products/billing/bandwidth/).
The customer acknowledges the importance of backing up sensitive and critical data. AssistanZ cannot provide assurance for the backup of any account, and in the unfortunate event of data loss, we shall not be held liable for any data loss.
The Company in the Capacity of Reseller or Sub-licensor
AssistanZ may engage third-party services, hardware, software, and equipment in the role of a reseller or sub-licensor.
AssistanZ shall not be held accountable for any modifications to the Services, including enhancements or alterations that may impact the performance of Resold Products.
It shall not be deemed a violation of the Company’s commitments under this Agreement in the event of any shortcomings or defects in any Resold services, regardless of whether they were sold, sublicensed, or provided to you by us. Any entitlements or assertions you possess concerning the possession, licensing, use, or infringement of any resold product are contingent on those granted by the manufacturer.
In the context of your authorized utilization of the Services per this Agreement, you are exclusively eligible to utilize the resold products offered by us.
Copying, modifying, reverse-engineering, or employing a Resold Product in any manner other than in conjunction with the Services is expressly prohibited.
You are solely responsible for preventing unauthorized access to your account and for any misuse of your account. Exercise caution to safeguard your account and password from unauthorized use. Under no circumstances should you grant unauthorized users access to your account and password, as you will be held accountable for any consequences.
Attempting to acquire another user's account password is strictly prohibited, and such actions will result in service termination. It is your responsibility to implement effective security measures to prevent or minimize unauthorized account usage.
You must not engage in any activities that bypass user authentication or security measures for hosts, networks, or accounts. This includes accessing data not meant for you, logging into or using servers or accounts without explicit authorization, and using or distributing tools designed to compromise security, such as password-guessing programs, cracking tools, or network probing tools.
Additionally, you may not attempt to disrupt any user, host, or network service through actions like intentional overloading, network flooding, or host crashing. Violating network or system security may lead to criminal or civil penalties. AssistanZ is committed to cooperating with investigations into suspected security violations, including collaborating with law enforcement.
Regardless of the installation method, you are responsible for ensuring the safety of all programs and scripts under your hosting account, as well as setting directory permissions appropriately.
You are also responsible for creating a strong password, as weak passwords may result in account suspension until a stronger password is used. Weak password audits may be conducted to prevent their use, and you will be notified if your password is found to be weak, allowing you time to update it.
The Services are provided exclusively for authorized customer use, and we may monitor our systems to verify proper authorization, protect against unauthorized access, and ensure security protocols, survivability, and operational security. Your use of the Services implies your consent to monitoring for these purposes.
Any account found connecting to a third-party network or system without consent is subject to suspension. Access to networks or systems not under your direct control requires express written consent from the third party, and we may request proof of authorization.
Compromised accounts may be disabled or terminated, and if you fail to address ongoing account issues after notification, we reserve the right to disable your account. Account cleanup may be performed upon request for an additional fee.
Our service costs may occasionally vary due to changes in pricing from our vendors. As approved partners of numerous license providers, we may need to adjust our service prices to align with any alterations in their pricing structure. We advise you to regularly review your billing information to avoid unexpected charges.
With the exception of explicit statements elsewhere in this Agreement, the provisions contained herein are intended solely for the benefit of the Parties involved, along with their successors and authorized assigns. However, it is important to acknowledge and accept that any third-party provider of goods or services explicitly designated as such within the contract is considered a designated third-party beneficiary. This designation is applicable because the terms and conditions exclusively pertain to their goods or services, granting them the explicit right to enforce these provisions
When you acquire a third-party product or service through AssistanZ, you are bound by the terms and conditions of both this Agreement and the relevant third-party product or service agreement, which is incorporated into this Agreement.
For reference, here are the links to the terms and conditions of some commonly used third-party services:
G Suite: https://policies.google.com/terms?
cPanel & WHM: https://cpanel.net/legal-notices/
Google Cloud Platform: https://cloud.google.com/terms
Microsoft Azure: https://www.microsoft.com/en-in/servicesagreement
Please review the terms and conditions of the specific third-party service you are using for complete details.
AssistanZ has established an internal quality assurance system, referred to as the "Quality Assurance System," to assess and enhance the delivery of its services. This system will be utilized by AssistanZ to evaluate the performance and methodologies related to service delivery. The Buyer may submit a written request for specific items related to the services to be included in the Quality Assurance System. While such requests will be reviewed in good faith by AssistanZ, the ultimate decision to incorporate them into the system rests solely with AssistanZ. The results of this Quality Assurance System are intended for AssistanZ's internal purposes and may only be disclosed to the Buyer at AssistanZ's discretion. These results shall be treated as Confidential Information.
This Agreement shall become effective on the Effective Date and remain in force for a period of twelve months, unless terminated earlier as outlined in this Agreement (referred to as the "Initial Term"). Upon the expiration of the Initial Term, this Agreement will automatically renew for an additional twelve months (referred to as the "Renewal Term") unless one party provides written notice of its intent not to renew at least forty-five days before the Initial Term or any Renewal Term concludes. The Initial Term and Renewal Term collectively constitute the "term" of this Agreement. Any termination or non-renewal of this Agreement shall not affect accrued rights or liabilities, and the Agreement will remain in full effect until the termination date.
If either party breaches this Agreement, the non-breaching party shall issue written notice of the breach to the breaching party, requiring rectification within (a) five days in cases of monetary breaches or solicitation of employees by the Buyer, or (b) ten days for other material breaches. This written notice requirement does not impact AssistanZ's right to suspend services for non-payment as described herein. Should the breach remain unaddressed within the stipulated time frame, the non-breaching party reserves the right to terminate this Agreement. This remedy is not cumulative with any other rights or remedies available to the non-breaching party, and the selection of one remedy does not waive any other rights or remedies.
Notwithstanding any contrary provisions in this Agreement, AssistanZ retains the right to terminate this Agreement at any time and without cause, provided that forty-five (45) days prior written notice is given. If AssistanZ exercises this right, it will honor any pricing discounts, as long as such termination is not due to cause or breach.
Additionally, if the Buyer revises the plan through a plan-change agreement, addendum, or revision agreement, the Buyer is obligated to adhere to the terms of the revised agreement for a minimum of 12 months from the date of the change, revision, or amendment. This 12-month period constitutes a lock-in period during which the Buyer cannot terminate the agreement, regardless of the circumstances.
Service Provider and its employees, including agents, shall not be considered employees of Buyer under this Agreement, nor shall they be eligible for any benefits provided to Buyer's employees. The Service Provider is responsible for providing all statutory benefits to its employees and maintaining adequate insurance coverage to protect against worker's compensation claims, disability claims, property damage, bodily injury, sickness, or death arising from actions or omissions of the Service Provider or its employees.
Service Provider shall indemnify and hold Buyer harmless from any legal obligations imposed by law, including withholding, social security, unemployment, disability insurance, worker's compensation, or similar levies, taxes, or claims related to Service Provider's agents or employees under this Agreement.
Furthermore, the Service Provider shall indemnify and protect the Buyer against all claims, losses, liabilities, damages, and expenses, including attorney's fees, resulting from actions or omissions by the Service Provider, its employees, or agents, which lead to property damage, bodily injury, sickness, or death of Service Provider's employees or any other person.
The provisions of this Section 9 shall remain in effect even after the termination of this Agreement.
Both parties acknowledge that during the contract term, they may gain access to confidential information concerning the other party's business. This includes but is not limited to, computer programs, inventions, drawings, notes, writings, experimental work, business strategies, and corporate know-how ("Confidential Information"). The parties commit to exercising reasonable care and employing adequate measures to safeguard the Confidential Information from disclosure.
Furthermore, the parties agree not to disclose, or allow the disclosure of, such Confidential Information to any person or entity who has not provided written agreement to protect it. If a party is legally compelled to disclose the Confidential Information, such compliance shall not constitute a breach of this Agreement. The receiving party retains the right to disclose the Confidential Information as required by a governmental agency or operation of the law.
Where legally permissible, the receiving party will provide prior notice to the disclosing party of such disclosure so that the disclosing party may, at its discretion, seek confidential or protected status for the Confidential Information. If notice to the disclosing party is not legally permissible, the receiving party will use reasonable efforts to secure confidential or protected status for the Confidential Information.
This confidentiality clause shall remain in effect beyond the termination of this Agreement and continue for a period of two years. Upon termination of the Agreement, both parties agree to return or destroy all Confidential Information received from each other. The parties may augment this confidentiality provision through a separate non-disclosure agreement.
Ownership: The term "Intellectual Property” encompasses a wide range of elements, including but not limited to ideas, processes, trademarks, service marks, copyrights, patents, trade secrets, know-how, original works of authorship, inventions, technology, computer hardware and software, designs, formulas, and all rights and improvements related to these. These elements are conceived, developed, or reduced to practice by the Service Provider.
The Service Provider acknowledges that the Buyer is the rightful owner of all rights, titles, and interests in the Intellectual Property created exclusively for the purpose of delivering the Services to the Buyer. The Buyer also has the right to access files, including input and output materials, and documentation related to the Services Intellectual Property, as well as any storage media on which these materials are stored
It is understood that all rights, titles, and interests in the Intellectual Property owned by the Service Provider before and/or independently of its provision of Services to the Buyer remain the property of the Service Provider. This Agreement does not confer any rights or interests in the Service Provider's pre-existing Intellectual Property to the Buyer, regardless of whether such property is related to the Services or incorporated into the Services Intellectual Property.
1. Service Provider's Qualifications: AssistanZ warrants that it possesses the qualifications and capabilities to execute the Services in a professional manner, without the need for the Buyer's supervision. Furthermore, Assistanz affirms that neither AssistanZ nor its employees, if any, are under any conflicting obligations inconsistent with the terms and conditions of this Agreement.
2. Intellectual Property Rights: AssistanZ warrants that it either owns all copyrights and trade secrets related to the Services or holds adequate rights to execute and perform this Agreement. To the best of AssistanZ's knowledge, without further investigation, the Services do not infringe upon any third-party copyrights or patents.
3. Buyer's Compliance: Buyer warrants and assures AssistanZ that it possesses the right to provide all necessary information and data required for AssistanZ to perform the Services throughout the term. Buyer specifically warrants that it complies with all applicable laws governing the information provided to AssistanZ and has obtained all necessary permissions and authorizations to share personally identifiable information, credit card details, and intellectual property with AssistanZ.
4. Export Regulations: Buyer further assures that no export licenses are required for AssistanZ to access, process, or retain any information provided by Buyer or its customers.
5. Limited Warranties: Except as explicitly stated in the "Service Provider Warranties”
The Parties recognize that quantifying actual damages for a breach of this Section 21 would be impractical and challenging. Therefore, both Parties agree that one hundred thousand dollars ($100,000 US) serves as a reasonable estimate of the damages either Party would incur due to a breach of this Section. Furthermore, the Parties acknowledge that the solicitation of multiple employees would have a more substantial impact, justifying punitive damages in addition to any liquidated damages or other remedies available. This provision can be enforced through (a) obtaining an injunction or any equitable relief as per applicable law, and (b) pursuing liquidated damages as described above. These remedies are cumulative, and selecting one remedy does not waive the right to seek any other remedy unless the damaged Party chooses to pursue liquidated damages, in which case they may only seek recovery of liquidated damages plus any punitive damages allowed under this Section 21. The terms of this Section 21 remain in effect even after the termination of this Agreement for the specified periods.
For AssistanZ to enforce this clause, we reserve the right to invoke the jurisdiction of local courts where the solicitation of our employees has occurred. We also retain the option to pursue separate causes of action against the Buyer and the Solicited Employees or the Entity involved in indirect solicitation.
There will be a presumption of indirect solicitation by the Buyer if the Buyer engages any company or establishment that recruits more than three employees of AssistanZ who were previously involved in projects for the Buyer while employed by AssistanZ. In litigation, it is the responsibility of the Buyer to rebut this presumption.
Indemnity: AssistanZ shall, at its own expense, defend the Buyer against any action alleging that the Buyer's or its customer's use of the Services infringes upon a copyright or patent, provided that (i) AssistanZ receives prompt written notification of such a claim; (ii) AssistanZ's position is not compromised by any delay in notification; (iii) the notice grants AssistanZ sole control over the defense and settlement of the action; (iv) the Buyer provides all reasonable assistance in connection with the defense; and (v) any such claim is based on Services wholly owned or developed by AssistanZ.
The liability of AssistanZ is limited to the amount paid by the Buyer for the services, and the maximum liability is restricted to refunding the costs to the Buyer. The Buyer agrees to indemnify, defend, and hold harmless AssistanZ, its parent company, subsidiary, affiliated companies, third-party service providers, and their respective officers, directors, employees, shareholders, and agents (each an "indemnified party" and collectively, "indemnified parties") from and against any claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising from:
The terms of this section shall remain in effect even after the termination of this Agreement. For the purposes of this paragraph, the term "Buyer" in subparagraphs (i) through (iii) and (v) includes the Buyer and its customers. The Buyer acknowledges that its customers ("Third Party Customers") may be the end-users of the Services and/or products resulting from the Services. Both Parties agree that this Agreement does not create any relationship, enforceable rights, or obligations between AssistanZ and Third Party Customers. The Buyer also agrees to indemnify AssistanZ for any claims, demands, losses, liabilities, damages, and expenses, including attorney's fees, based on third-party Customers' use of the Services and/or products resulting from the Services.
Both Parties have entered into this agreement with specific intentions, and as such, this agreement may not be assigned or transferred without the prior written consent of the other Party, which consent shall not be unreasonably withheld. However, Seller may assign this Agreement in the event that another entity acquires its assets or gains a controlling interest in it. This Agreement shall be binding upon and shall benefit the Parties, their successors, and permitted assigns.
All notices shall be in writing and may be delivered by personal delivery, certified mail with return receipt requested, postage prepaid, facsimile transmission, or express delivery service with freight prepaid. Notices should be sent to Buyer and Service Provider at the addresses provided below or at such other addresses as a Party may designate in writing. The date on which the notice is delivered shall be determined as follows:
a. For notices delivered by personal delivery or express delivery service, the date of actual delivery.
b. For notices sent through government mail service or internationally recognized overnight express carrier, three days after the date of deposit in the mail.
c. For notices sent by facsimile (with confirmed delivery) before 5:00 p.m. Indian Standard Time on a business day, the date of transmission (or on the next business day if sent after 5:00 p.m. or on a non-business day).
Invoices for the Services may be transmitted to Buyer via email at the addresses listed below and shall be deemed delivered one (1) business day following the submission of such email for delivery. Buyer acknowledges and agrees that Service Provider may reasonably rely upon the email addresses listed below for invoice delivery, and it is Buyer’s responsibility to keep such addresses current by providing written notice of any changes to Service Provider. Failure to inform the Service Provider in writing of a change to the email address shall not excuse any obligation of the Buyer set out herein.
In the event of a dispute arising out of or related to this Agreement, the parties will make good faith efforts to promptly resolve any such controversy or claim through negotiations between executives of the parties, before seeking other available remedies. Notwithstanding the foregoing, either party may pursue legal or equitable remedies available in any court of competent jurisdiction if the dispute pertains to a threatened or actual breach of their intellectual property rights, non-solicitation policies, or confidentiality policies. This Agreement shall be governed by the laws of India, without regard to its conflicts of laws provisions. The venue for any legal action under this agreement shall be the Supreme Court of India. Each Party to this Agreement consents to the jurisdiction of such courts and waives their right to a trial by jury. The Parties to this Agreement, as well as their successors and assigns, shall be bound by any order of such courts, and neither Party shall object to notification from such a court. The remaining provisions of this agreement shall remain in full force and effect even if a court of competent jurisdiction finds one or more of them to be unenforceable.
The use of our service for unlawful purposes is strictly prohibited. The customer acknowledges and agrees that, without further notice or authorization, AssistanZ may disclose any and all customer information, including assigned IP numbers, account history, and account usage, to any law enforcement official who submits a written request. AssistanZ reserves the right to promptly terminate any hosting service found to be involved in illegal activities and hosting prohibited content.
If the performance of any part of this Agreement by either Party is hindered, delayed, or rendered impracticable due to reasons such as flood, riot, fire, judicial or governmental action, labor disputes, acts of nature, or any other causes beyond the control of either Party, that Party shall be excused from such performance to the extent it is affected by such causes. Should such delay or failure continue for a period of at least seven days, the unaffected Party shall have the right to terminate this Agreement by providing written notice to the other Party. This provision does not apply to the timely payment by the Buyer to the Service Provider of any monetary amounts due under this Agreement.
No waiver of any provision of this Agreement or of any right or remedy provided by this Agreement shall be effective unless it is in writing and signed by the Party against whom the enforcement of such waiver is sought. Furthermore, no delay in exercising, course of dealing with respect to, or partial exercise of any right or remedy provided by this Agreement shall constitute a waiver of any alternative option, solution, or potential future use.
In the event that either Party initiates legal action to enforce the terms of this Agreement or assert rights under this Agreement, the prevailing Party in the final adjudication of such action, whether at trial or on appeal, shall be entitled to recover its costs and expenses related to the suit. This includes but is not limited to, actual attorney’s fees, which shall be borne by the losing Party as determined by the court.