PiVit Cloud Master Service Agreement

Phone: 1877-368-2588
Email: sales@pivitcloud.com

1. Introduction

This Master Service Agreement ("Agreement") sets forth the terms and conditions of your use of services provided by PiVit Cloud, hereinafter referred to as the ("PiVit") and yourself, hereinafter referred to as the ("Client"). To complete the registration process, you must acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement, the accompanying fee schedule, dispute policy and any rules or policies that are or may become effective when published by PiVit Cloud. This Agreement will become effective if accepted by PiVit Cloud.

2. Terms and Condition

The Agreement shall commence on the order date and shall continue for a period of [one (1) month], and shall be automatically renewed for successive one (1) month terms thereafter unless either party notifies the other in writing three (3) days prior to the next upcoming anniversary date for billing. PiVit Cloud may terminate this Agreement effective immediately and without notice upon any breach by You of any of the terms of this Agreement. In such event, PiVit Cloud shall have no obligation to refund any fees paid in advance by You.

3. Fees and Payment

As consideration for the services provided by PiVit Cloud to you, you agree to pay PiVit Cloud, at the time of submitting your application for services, all applicable initial registration fees and renewal fees in accordance with PiVit Cloud' fee schedule published at PiVit Cloud' website. All fees are non-refundable, in whole or in part, even if your services are suspended or cancelled prior to the end of the registration term. You must pay for all Services by credit card and you authorize PiVit Cloud to charge your credit or debit card to pay for all charges. You must notify PiVit Cloud of any changes to your card account that may prohibit PiVit Cloud from charging your account including, applicable account number or cancellation or expiration of the account, your billing address, or any information Failure to fully pay any fees within 72 hours from the applicable due date is a material breach of this Agreement, justifying PiVit Cloud to suspend its performance and terminate this Agreement. To reinstate your Services, you must pay a $100 reactivation fee.

4. Charge Backs

You agree that you will lose all rights upon the selected services in case of a charge back by your credit card company, credit card fraud or any other reserved payment. PiVit Cloud will decide at its sole discretion whether to hold the services in its own portfolio or to release it. Since you have waived your rights to a credit card charge back under this Agreement, if you dispute a charge to your credit card issuer under the provisions of this Agreement you agree to pay PiVit Cloud an "Investigation Fee" of $100.00.

5. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PIVIT CLOUD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. PIVIT CLOUD MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE PROVIDED BY PIVIT CLOUD OR ANY OF ITS REPRESENTATIVES WILL CREATE A WARRANTY.

6. Limitation of Liability

Both parties agree that the distributions of risk made in this Section are reasonable and that both parties would not enter into the Agreement without the limitations on liability.

PIVIT CLOUD WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF PIVIT CLOUD WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. PIVIT CLOUD' MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES BILLED TO CUSTOMER DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

THE CUSTOMER'S SOLE REMEDIES FOR PIVIT CLOUD' FAILURE TO MEET THE GUARANTIES AND WARRANTIES ARE THE CREDITS DESCRIBED IN THE SERVICE LEVEL AGREEMENT (SLA), THIS PROVISION DOES NOT LIMIT CUSTOMER'S RIGHT TO TERMINATE THIS AGREEMENT AS PROVIDED IN SECTION 5 (EARLY TERMINATION) AND SECTION 6 (NON-PERFORMANCE TERMINATION) ABOVE IF SUCH FAILURE(S) CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.

PIVIT CLOUD'S LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION AND IN THIS AGREEMENT APPLY EQUALLY TO PIVIT CLOUD' OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUBSIDIARIES, AND AFFILIATED COMPANIES.

7. Indemnification

You agree to indemnify, defend and hold harmless PiVit Cloud, its officers, directors, employees, agents, licensors, suppliers and any third party information provider from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you, or your violation of any rights of a third party.

8. Intellectual Property Rights

Neither party will acquire any ownership interest in each other's intellectual property. Nothing in this Agreement shall be construed to grant the Client any ownership rights to PiVit Cloud' intellectual property nor does PiVit Cloud have any ownership rights to the Client's intellectual property.

9. Restrictions on Use

Your use of the Services is subject to PiVit Cloud's Acceptable Use Policy, as revised from time to time (the "AUP"), which is incorporated herein by reference. The AUP is available on PiVit Cloud' website at Acceptable Use Policy. In the event of any inconsistencies between this Agreement and the AUP, the terms of the AUP shall govern.

10. Copyright Violations

The Digital Millennium Copyright Act ("DMCA") sets forth the law regarding the use of copyrighted materials on the Internet. All PiVit Cloud customers are subject to the requirements of the DMCA. Individuals or entities submitting notifications of copyright infringement by a PiVit Cloud customer (per the DMCA) to PiVit Cloud must follow the procedures specified on PiVit Cloud' website at Copyright Violations.

In the event that PiVit Cloud must remove, or disable access to, material on your website that is alleged to infringe another's copyright under the DMCA, you acknowledge and agree that PiVit Cloud may do so by disabling access to part or your entire website. Customers who are the subject of a DMCA notification that meets the below criteria may be subject to account termination at PiVit Cloud's sole discretion.

11. Notices

You agree that any notices required to be given under this Agreement by PiVit Cloud will be deemed to have been given if delivered in accordance with the contact information you have provided.

12. Severability

You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, it shall not affect the remaining terms or provisions, which shall continue to be binding.

13. Governing Law

This Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Massachusetts, except as may be set forth in the Dispute Policy. Except as otherwise set forth in the Dispute Policy with respect to disputes, any action to enforce this Agreement or any matter relating to your use of the PiVit Cloud site shall be brought exclusively in the United State District Court for the District of Massachusetts.