This Master Service Agreement is between

Amanah Tech
157 Adelaide Street West, Suite #116
Toronto, Ontario, M5H 4E7
 

and

[customer name]
[customer address]
 

Company and You agree to the following clauses:

1. Provision of Services.

2. Agreement Term.

The initial term of this Agreement shall be from the date of your initial payment and execution of this Agreement through the remainder of the calendar year in which this Agreement was executed.

The term of this Agreement, after the initial agreement term, shall be one calendar year.

3. Automatic Renewal.

This Agreement shall renew automatically at the end of the prior Agreement term unless terminated either by You or by the Company.

4. Termination without Cause.

COMPANY SHALL NOT REFUND AMOUNTS ALREADY BILLED FOR THE YEAR IN WHICH YOU TERMINATE THE AGREEMENT.

Company may terminate this agreement at any time, for any reason, by:

• providing written or electronic mail notice of termination to your e-mail contact address no less than fifteen days prior to the service termination; and

5. Termination for Cause.

YOU AGREE TO MAINTAIN AND KEEP CURRENT ALL CONTACT INFORMATION FOR YOUR ACCOUNT(S). FAILURE TO MAINTAIN OR KEEP CURRENT ALL CONTACT INFORMATION SHALL BE A VALID GROUND FOR COMPANY TERMINATION OF SERVICES FOR CAUSE.

IF COMPANY TERMINATES YOUR ACCOUNT FOR A VIOLATION OF THIS AGREEMENT, COMPANY'S ACCEPTABLE USE POLICY, OR COMPANY'S NO SPAM POLICY, COMPANY SHALL NOT BE REQUIRED TO REFUND TO YOU ANY AMOUNTS BILLED TO YOU FOR THE YEAR IN WHICH COMPANY SERVICES TERMINATE.

6. Payment Terms.

You agree to be billed monthly via an agreed upon payment method for all recurring and one-time charges, including but not limited to late and termination charges, for any Company services ordered by You and any fees You owe to Company. Company shall provide an invoice to You.

7. Taxes.

Company shall not be liable for any taxes and other governmental fees to be paid that are related to purchases made by You or from Company's server. You agree that you shall be fully responsible for all taxes and fees of any nature associated with products or services sold through the use of or with the aid of services provided to You by Company.

8. Materials and Products.

Any hardware, material and data you provide to company to place in its data center in connection with Company's services shall be in a condition that is in a form requiring no additional manipulation on the part of the Company. Company shall make no effort to validate this hardware, material or data for content, correctness, or usability. Material or data that is not in this condition shall be a breach of this Agreement.

Company may, in its sole discretion, reject material or data that You have placed or are attempting to place in Company's data center. Company agrees to notify You immediately of its rejection of the hardware, material or data, and provide You with an opportunity to amend or modify the hardware, material or data to meet the requirements of Company. Your failure to amend or modify the hardware, data or material as directed by Company within a reasonable time shall be a breach of this agreement.

The Company will exercise no control over the content of the information passing through Company's network except those controls expressly provided herein.

9. Limited Warranty; Limitation of Damages.

YOU EXPRESSLY AGREE THAT USE OF COMPANY'S SERVICES IS AT YOUR SOLE RISK.

The Company, its agents, affiliates, licensors or the like, do not represent or warrant, expressly or impliedly, that Company's services will not be interrupted or error free; neither do they make any warranty as to the results that may be obtained from the use of Company's services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through the Company's services, unless otherwise expressly stated in this Agreement.

To the fullest extent permitted by law, Company, its officers, agents, or anyone else involved in providing Company's services shall not be liable for any indirect, incidental, special, or consequential damages that result from the use or inability to use Company's services; or for any damages that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to Company's records, programs, or services. You agree that the liability limit of Company shall in no event be greater than the aggregate dollar amount which You paid during the terms of this agreement, including any reasonable attorneys' fees and court costs.

AMANAH TECH IS NOT RESPONSIBLE FOR ANY DAMAGES, WHATSOEVER, THAT MAY OCCUR TO YOUR SERVER WHILE IN OUR CARE.

The Company makes no warranties or representations of any kind for the service it is providing, express or implied, beyond those contained in this Agreement. The Company also disclaims any warranty of merchantability or fitness for a particular purpose. Company shall not be responsible for any damages that may be suffered by You, including loss of data resulting from delays, non-deliveries, or service interruptions by any cause or due to your errors or omissions. Use of any information obtained by way of Company is to be used at Your own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Company expressly limits its damages for any non-accessibility time or other downtime to the penalties listed in Company's Collocation Service Level Agreement.

10. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights.

Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to You. You agree that all right, title, and interest in any product or service provided to You is solely the property of the Company. These products and services are only for Your use in connection with Company's services provided to You as outlined in this Agreement.

You expressly warrant to Company that You have the right to use any patented, copyrighted, or trademarked material which You use, post, or otherwise transfer to Your servers.

11. Hardware, Equipment, and Software.

You are responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access Company servers. Company makes no representations, warranties, or assurances that your equipment will be compatible with Company services.

12. Age.

You expressly represent and warrant that You and any person to whom You grant access to your Company account have reached the age of eighteen.

13. Indemnification.

You agree that you shall defend, indemnify, save, and hold Company harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fess, asserted against Company, its agents, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by You, your agents, employees, or assigns.

You agree to defend, indemnify, and hold harmless Company against liabilities arising out of:

1. any injury to person or property caused by any products sold or otherwise distributed in connection with Company services provided to you;
2. any material supplied by You infringing or allegedly infringing on the property or proprietary rights of a third party;
3. copyright infringement; and
4. any defective product which You sold or distributed by means of Company services.

14. Miscellaneous.

1. Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to its conflicts of laws principles. You agree, in the event any suit is brought in connection with Company's provision of services to you, to submit to the jurisdiction of the Province of Ontario, and agree to the courts of Toronto, Ontario as the appropriate forum.
2. Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
3. Waiver. No waiver by Company of any breach by You of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing and then only to the extent expressly set forth in such writing.

Entire agreement. This Agreement, Company Acceptable Use Policy, Company No Spam Policy, and Company Collocation Service Level Agreement, shall constitute the entire agreement between You and Company.