1. Services
Subject to the terms of this agreement, and contingent on a customer's
satisfaction of Office Pizzazz’s credit approval requirements, Office Pizzazz agrees
to provide the internet services described in the order for the fees stated in
the order.
You represent and warrant that your use of our website
will be in strict accordance with Office Pizzazz’s Privacy Policy, with this
agreement and with all applicable laws and regulations (including without
limitation any local laws or regulations in your country, state, city, or other
governmental area, regarding online conduct and acceptable content, and
including all applicable laws regarding the transmission of technical data
exported from the united states or the country in which you reside). You also
confirm that you will not infringe or misappropriate the intellectual property
rights of Office Pizzazz.
2. Term
The initial service term of the agreement shall begin on the date that Office
Pizzazz generates an e-mail message to customers announcing the activation of
the customer's account (the 'service commencement date') and shall continue for
the number of full calendar months stated in the order (the 'initial term').
(a.) Automatic Renewal.
Upon expiration of the initial term, this agreement shall perpetually
renew for additional terms, containing the same number of full calendar months
as the initial term (a 'renewal term'). Your renewal is automatic
and you continue to authorize us to collect the then-fee using any credit card
or other payment mechanism we have on record for you
(b.) Non-renewal / Cancelation Notice
Services or a term of service can be canceled at
any time with a cancellation notice of non-renewal [link] prior to the expiration of the
initial term or then-current renewal term, as applicable.
(c.) Term
The initial term and any renewal term may be referred to collectively in
this agreement as the 'term.'
3. Your Office
Pizzazz Account
You must immediately notify Office Pizzazz of any
unauthorized uses of your account or any other breaches of security. Office
Pizzazz will not be liable for any acts or omissions by you, including any
damages of any kind incurred as a result of such acts or omissions.
4. Payments
(a.) Setup Fee
A one-time setup fee per product line, as indicated on the initial
order, is charged, billed, and received 3 days after the initial order is
approved and before the first service is rendered. This setup fee is
non-fundable.
(b.) Fees
Fees are then payable in advance on the first day of each billing cycle.
Customer's billing cycle shall be on 12 calendar months as indicated on the
order. If the order provides for credit/debit card billing, the customer
authorizes Office Pizzazz to bill subsequent fees to the credit/debit card on
or after the first day of each billing cycle during the term of this agreement.
Office Pizzazz will invoice customer via electronic mail to the primary
customer contact listed on the order. Invoiced fees may be issued on or before the
1st day of each billing cycle, and the fees shall be due on the 10th day
following invoice date, but in no event earlier than the first day of each
billing cycle.
Payments must be made in United
States
Customer is responsible for providing Office Pizzazz with changes to
billing information (such as credit card expiration, change in email address,
etc.) Office Pizzazz may charge interest on overdue amounts at the lesser of
1.5% per month or the maximum non-usurious rate under applicable law. Office
Pizzazz may suspend the service without notice if payment for the service is
overdue. Fees not disputed within sixty (60) days of due date are conclusively
deemed accurate.
Customer agrees to pay Office Pizzazz reasonable reinstatement fee
following a suspension of service for non-payment, and to pay Office Pizzazz’ reasonable
costs of collection of overdue amounts, including collection agency fees,
attorney fees and court costs.
(c.) Fee increases
Office Pizzazz may increase its fees for services effective the first
day of a renewal term by giving notice to customer at [link] of the new fees at
least thirty (30) days prior to the beginning of the renewal term, and if
customer does not give a notice of non-renewal as provided in section above,
the customer shall be deemed to have accepted the new fee for that renewal term
and any subsequent renewal terms (unless the fees are increased in the same
manner for a subsequent renewal term). Office Pizzazz may increase its fees for
upgraded services effective the date of upgrade. The term will automatically
start again with upgraded services just as if it were a renewal.
(d.) Taxes
At Office Pizzazz’ request customer shall remit to Office Pizzazz all
sales, vat or similar tax imposed on the provision of the services (but not in
the nature of an income tax on Office Pizzazz), regardless of whether Office
Pizzazz fails to collect the tax at the time the related services are provided.
Customer will pay and indemnify and hold Office Pizzazz harmless from any and
all taxes associated with or arising from customer's use of the services,
including any penalties and interest and any costs associated with the
collection or with holding thereof.
(e.) Early termination
Customer acknowledges that the amount of the fee for the service is
based on customer's agreement to pay the fee for the entire initial term, or
renewal term, as applicable. In the event Office Pizzazz terminates the
agreement for customer's breach of the agreement in accordance with Termination
Section [link], or customer terminates the service other than in accordance
with Termination Section [link] for Office Pizzazz’ breach, the unpaid fees for
each billing cycle remaining in the initial term or then-current renewal term,
as applicable, are due on the business day following termination of the
agreement.
(f.) Refund
Customer acknowledges that all fees are non-refundable, and that any attempts
to circumvent this policy, whether through credit card chargeback, threat of
chargeback or other means, will result in immediate termination of all
services. Each chargeback will incur an additional $25.00 chargeback fee.
5. Law Acceptable Use Policy (AUP) [link]
Customer agrees to use the service in compliance with applicable law and
Office Pizzazz’ acceptable use policy posted [link], which is hereby
incorporated by reference in this agreement. Customer agrees that Office
Pizzazz may, in its reasonable commercial judgment consistent with industry
standards, amend the AUP [link] from time to time to further detail or describe
reasonable restrictions and conditions on customer's use of the services.
Amendments to the AUP are effective on the earlier of Office Pizzazz’ notice to
customer that an amendment has been made, or the first day of any renewal term
that begins subsequent to the amendment. Customer agrees to cooperate with Office
Pizzazz’ reasonable investigation of any suspected violation of the AUP. In the
event of a dispute between Office Pizzazz and customer regarding the
interpretation of the AUP, Office Pizzazz’ commercially reasonable
interpretation of the AUP shall govern.
6. Customer Information
Customer represents and warrants to Office Pizzazz that the information
he, she or it has provided and will provide to Office Pizzazz for purposes of
establishing and maintaining the service is accurate. If customer is an
individual, customer represents and warrants to Office Pizzazz that he or she
is at least 18 years of age. Office Pizzazz may rely on the instructions of the
person listed as the primary customer contact on the order with regard to
customer's account until customer has provided a written notice changing the
primary customer contract.
7. Disclaimer
of Warranties.
Office Pizzazz is provided “as is”. Office Pizzazz and
its suppliers and licensors hereby disclaim all warranties of any kind, express
or implied, including, without limitation, the warranties of merchantability,
fitness for a particular purpose and non-infringement. Neither Office Pizzazz
nor its suppliers and licensors, makes any warranty that the products will be
error free or that access thereto will be continuous or uninterrupted.
8. Limitation
of Liability.
In no event will Office Pizzazz, or its suppliers
or licensors, be liable with respect to any subject matter of this agreement
under any contract, negligence, strict liability or other legal or equitable
theory for:
- any special, incidental or consequential damages;
- the cost of procurement for substitute products or services;
- for interruption of use or loss or corruption of data; or
- for any amounts that exceed the fees paid by you to Office Pizzazz under this agreement during the twelve (12) month period prior to the cause of action.
9. Indemnification
Customer agrees to indemnify and hold harmless Office Pizzazz, Office
Pizzazz’ affiliates, contractors, licensors, and each of their respective
officers, directors, agents, and employees from and against any and all claims,
demands, liabilities, obligations, losses, damages, penalties, fines, punitive
damages, amounts in interest, expenses and disbursements of any kind and nature
whatsoever (including reasonable attorneys fees) brought by a third party under
any theory of legal liability arising out of or related to the actual or
alleged use of customer's services in violation of applicable law or the AUP by
customer or any person using customer's log on information, regardless of
whether such person has been authorized to use the services by customer.
10. Disclaimer of Warranties
Office Pizzazz does not warrant or represent that the services will be
uninterrupted, error-free, or completely secure. To the extent permitted by
applicable law Office Pizzazz disclaims any and all warranties including the
implied warranties of merchantability, fitness for a particular purpose, and
non-infringement. To the extent permitted by applicable law, all services are
provided on an 'as is' basis.
11. Limitation of Damages
Neither party shall be liable to the other for any lost profits, or any
indirect, special, incidental, consequential or punitive loss or damage of any
kind, or for damages that could have been avoided by the use of reasonable
diligence, arising in connection with the agreement, even if the party has been
advised or should be aware of the possibility of such damages.
Notwithstanding anything else in the agreement to the contrary, the
maximum aggregate liability of Office Pizzazz and any of its employees, agents
or affiliates, under any theory of law (including breach of contract, tort,
strict liability, and infringement) shall be a payment of money not to exceed
the amount payable by customer for three months of service.
12. Suspension/Termination
(a.) Suspension of services
Customer agrees that Office Pizzazz may suspend services to customer
without notice and without liability if:
- Office Pizzazz reasonably believes that the services are being used in violation of the AUP and/or TOS;
- Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP and/or TOS;
- Office Pizzazz reasonably believes that the suspension of service is necessary to protect itself or its other customers, or
- as requested by a law enforcement or regulatory agency.
(b.) Termination
The agreement may be terminated by customer prior to the expiration of
the initial term or any renewal term without further notice and without
liability if Office Pizzazz fails in a material way to provide the service in
accordance with the terms of the agreement and does not cure the failure within
ten (10) days of customer's written notice describing the failure in reasonable
detail. After the ten (10) days Office Pizzazz will not be responsible for any
data in whole, or part. The agreement may be terminated by Office Pizzazz prior
to the expiration of the initial term or any renewal term without further
notice and without liability as follows:
- upon ten (10) days notice if customer is overdue on the payment of any amount due under the agreement;
- customer materially violates any other provision of the agreement, including the AUP and fails to cure the violation within one (1) days of a written notice from Office Pizzazz describing the violation in reasonable detail;
- upon one (1) days notice if customer's service is used in violation of a material term of the AUP more than once, or
- upon one (1) days notice if customer violates section 5 (customer information) of this agreement.
13. Requests for Customer Information
Customer agrees that Office Pizzazz may, without notice to customer,
- report to the appropriate authorities any conduct by customer or any of customer's customers or end users that Office Pizzazz believes violates applicable law, and
- provide any information that it has about customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
Customer agrees to maintain a current copy of all content hosted by Office Pizzazz notwithstanding any agreement by Office Pizzazz to provide back up services. Office Pizzazz will not be responsible for any loss of data in whole, or part.
15. Changes to Office Pizzazz's Network
Upgrades and other changes in Office Pizzazz network, including, but not
limited to changes in its software, hardware, and service providers, may affect
the display or operation of customer's hosted content. Office Pizzazz reserves
the right to change its network in its commercially reasonable discretion, and Office
Pizzazz shall not be liable for any resulting harm to customer.
16. Notices
Notices to Office Pizzazz under the agreement shall be given via
electronic mail by use of the contact page. Notices to customer shall be given
via electronic mail to the individual listed as the primary customer contact on
the order. Notices are deemed received on the day transmitted, or if that day
is not a business day, on the first business day following the day delivered.
Customer may change his, her or its notice address by a notice given in
accordance with this section.
17. Force Majeure [link]
Office Pizzazz shall not be in default of any obligation under the
agreement if the failure to perform the obligation is due to any event beyond Office
Pizzazz control, including, without limitation, significant failure of a
portion of the power grid, significant failure of the internet, natural
disaster, war, riot, insurrection, epidemic, strikes or other organized labor
action, terrorist activity, or other events of a magnitude or type for which
precautions are not generally taken in the industry.
18. Governing Law/Disputes
The agreement shall be governed by the laws of the state of Texas , exclusive of its choice of law principles, and the
laws of the United States of
America Smith
County , Texas
19. Copyright infringement and DMCA Policy.
As Office Pizzazz asks others to respect its
intellectual property rights, it respects the intellectual property rights of
others. If you believe that material located on or linked to violates your
copyright, you are encouraged to notify Office Pizzazz. Office Pizzazz will
respond to all such notices, including as required or appropriate by removing
the infringing material or disabling all links to the infringing material. Office
Pizzazz will terminate a visitor’s access to and use of the website if, under
appropriate circumstances, the visitor is determined to be a repeat infringer
of the copyrights or other intellectual property rights of Office Pizzazz or
others. In the case of such termination, Office Pizzazz will have no obligation
to provide a refund of any amounts previously paid to Office Pizzazz.
20. Intellectual
property.
This agreement does not transfer from Office
Pizzazz to you any intellectual property. All rights, title and interest in and
to such property will remain (as between the parties) solely with Office
Pizzazz, whether that might be a logo, trademarks, service marks, graphics or
other electronic registrations. Your use of Office Pizzazz’ website grants you
no right or license to reproduce or otherwise use any of Office Pizzazz’
intellectual property.
21. Miscellaneous
Each party acknowledges and agrees that the other party retains
exclusive ownership and rights in its trademarks, service marks, trade secrets,
inventions, copyrights, and other intellectual property. Neither party may use
the other party's name or trade mark without the other party's prior written
consent. The parties intend for their relationship to be that of independent
contractors and not a partnership, joint venture, or employer/employee. Neither
party will represent itself to be agent of the other. Each party acknowledges
that it has no power or authority to bind the other on any agreement and that
it will not represent to any person that it has such power or authority. This
agreement may be amended only by a formal written agreement signed by both
parties. The terms on customer's purchase order or other business forms are not
binding on Office Pizzazz unless they are expressly incorporated into a formal
written agreement signed by both parties. A party's failure or delay in
enforcing any provision of the agreement will not be deemed a waiver of that
party's rights with respect to that provision or any other provision of the
agreement. A party's waiver of any of its right under the agreement is not a
waiver of any of its other rights with respect to a prior, contemporaneous or
future occurrence, whether similar in nature or not. The captions in the
agreement are not part of the agreement, but are for the convenience of the
parties. The following provisions will survive expiration or termination of the
agreement: fees, indemnity obligations, provisions limiting liability and
disclaiming warranties, provisions regarding ownership of intellectual
property, these miscellaneous provisions, and other provisions that by their
nature are intended to survive termination of the agreement. There are no third
party beneficiaries to the agreement. Neither insurers nor the customers of
resellers are third party beneficiaries to the agreement. Customer may not
transfer the agreement without Office Pizzazz’ prior written consent. Office
Pizzazz’ approval for assignment is contingent on the assignee meeting Office
Pizzazz’ credit approval criteria. Office Pizzazz may assign the agreement in
whole or in part.