fusegrid.com

This is an agreement between Cariboo Media (referred hereinafter as Fusegrid, "our", "we" and "us") and the customer is made effective as of the date when Fusegrid's product and service is offered to customer. All accounts on our web servers, including virtual hosting, dedicated hosting, private reseller hosting, server management, automation software, domain name registration and web design are subject to the terms and conditions described in this document. Under the terms and conditions of this agreement, your placement of information on our servers is an acknowledgement that you have read, understand and agree to be bound by terms and conditions below.

1. Delivery of Services and Terms

1.1 Delivery of Services
Customer agrees to pay Fusegrid the fees charged by Fusegrid for (i) the Service(s) during the Initial Term and for any Renewal Term, and (ii) certain limited services and equipment needed by Customer on a "one-off" or emergency basis ("Supplemental Services") where such services are not included within the scope of the Services as described in the Order Form(s). Customer agrees to pay Fusegrid the fees charged by Fusegrid for Supplemental Services, and hereby authorizes Fusegrid to perform such services on its behalf. All supplemental services are provided on an as is basis and exclude warranties of any kind, whether express or implied in accordance with Fusegrid's current policies and prices.

1.2 Term
(a)Term Commencement. The term for each Service will commence on the Service Commencement Date.

(b) Renewal Term(s). Upon expiration of the Initial Term, the term shall be extended automatically for a period of thirty (30) days ("Renewal Term"), unless and until either party gives the other no less than thirty (30) days' written notice of a termination. The termination of any Service will not affect Customer's obligations to pay for other Service(s). This is not applicable to domain name registration.

2. Fees and Payment Terms

2.1 Fees and Expenses
Customer will pay all fees due according to the prices and terms listed in the Order Form(s) and all other fees incurred by Customer related to Supplemental Services, Professional Services, reinstatement of service fees and fees for switching or upgrading servers, all in accordance with then current Fusegrid prices and policies.

2.2 Payment Terms
On the Service Commencement Date for each Service, Customer will be billed (the "Initial Bill") an amount equal to (i) all non-recurring charges indicated in the Order Form(s) and (ii) the monthly recurring charges for the first month of the term prorated for the number of calendar days remaining in such month. Subsequent monthly billing will occur on the first day of each calendar month of the term. Monthly recurring charges for all months will be billed (the "Recurring Bill") in advance of the provision of Services. All other charges for Services received and expenses incurred for Supplemental or Professional Services during a month (e.g., bandwidth usage fees) will either be billed immediately or at the end of the month in which the Services were provided. Payment for all fees is due upon receipt of each Fusegrid invoice. All payments will be made in U.S. Dollars unless otherwise specified. Notwithstanding anything to the contrary in this Agreement, Fusegrid expressly reserves the right to alter, change or amend its billing practices in its sole discretion, including, but not limited to, the date on which such billing will occur and the types of charges that will be included in such bills.

2.3 Late payments
Any payment not received within seven (7) days of the invoice date of the Initial Bill will accrue interest at a rate of one and one-half percent (1-1/2%) per month, or the highest rate allowed by applicable law, whichever is lower. Customer also shall pay to Fusegrid all expenses incurred by Fusegrid in exercising any of its rights under this Agreement or applicable law with respect to a Payment Default or other breach by Customer, including, but not limited to, reasonable attorneys' fees and the fees of any collection agency retained by Fusegrid.

2.4 Suspensions and Termination
Any payment not received within seven (7) days of the invoice date of the Initial Bill, Fusegrid reserved the right to suspense the account or terminate service without any notice.

2.5 Taxes
Customer will be responsible for and will pay in full, except for taxes on Fusegrid net income, all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services.

3. Intellectual Property Ownership

This Agreement does not transfer from Fusegrid to Customer any Fusegrid Technology, and all right, title and interest in and to Fusegrid Technology will remain solely with Fusegrid. This Agreement does not transfer from Customer to Fusegrid any Customer Technology, and all right, title and interest in and to Customer Technology will remain solely with Customer. Fusegrid and Customer each agree that it will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the other party and/or its third party vendors.

4. Limited Warranties

4.1 Limitation
Each of the guarantees in the Order Form(s) is null and void if Customer fails to follow Fusegrid's AUP and other policies or otherwise breaches the Agreement in any respect.

4.2 No Other Warranty
Fusegrid does not monitor or exercise control over the content of the information transmitted through its facilities. Use of the services or any information that may be obtained therefrom at customer's own risk. The services are provided on an as is basis, and customer's use of the services at its own risk. Except as provided in the order form(s), Fusegrid does not make, and hereby disclaims, any and all other express and/or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage or trade practice. Fusegrid does not warrant that the services will be uninterrupted, error-free or completely secure.

4.3 Disclaimer of Actions Caused by and/or Under the Control of Third Parties
Fusegrid does not and cannot control the flow of information to or from Fusegrid network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt customer's connections to the Internet (or portions thereof). Fusegrid cannot guarantee that such events will not occur. Accordingly Fusegrid disclaims any and all liability resulting from or related to such events.

5. Customer Obligations

5.1 Warranties of Customer
(a) General. Customer represents and warrants that (i) Customer is at least eighteen (18) years of age; (ii) Customer possesses the legal right and ability to enter into this Agreement, and (iii) the performance of its obligations and use of the Services (by Customer, its customers and users) will not violate any applicable laws, regulations or the Rules and Regulations or cause a breach of any agreements with any third parties or unreasonably interfere with other Fusegrid customers' use of Fusegrid services. Customer assumes all risks related to processing of transactions related to electronic commerce.

(b) Breach of Warranties. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Fusegrid will have the right, in its sole discretion, to suspend or terminate immediately any Services.

5.2 Compliance with Law and Acceptable Use Policy (AUP)
Customer agrees that it will use the Service(s) only for lawful purposes and in accordance with this Agreement. Customer will comply at all times with all applicable laws and regulations and AUP, as updated by Fusegrid from time to time. Fusegrid reserves the right to modify this policy at any time, effective immediately upon posting of the modification to this URL: http://www.fusegrid.com/legal/acceptable-usage-policy/ Customer may request a current copy of the AUP by sending or faxing a request to Fusegrid. Your use of Fusegrid's products and services is conditional upon acceptance of the AUP in effect at the time of your use.

5.3 Server, platform and system abuse (Only applicable to Virtual Hosting, Reseller Hosting accounts)
Customer is prohibited to run any process that requires more than 10 times of other users average server resources for 60 minutes or causing the server unstable. Any attempts to undermine or cause harm to a Fusegrid server, or any customer of Fusegrid is strictly prohibited. Any sub-networks of Fusegrid, and all dedicated servers, must adhere to the above policies. Failures to meet, or follow any of the above guidelines, are grounds for account deactivation. We reserve the right to remove any account without prior notice, if we have reason to believe that any of the terms outlined in this Agreement, are violated.

6. Limitations of Liability

6.1 Delays and Interruptions
Fusegrid shall not be liable for any loss of data resulting from delays, corruption of data, non-deliveries, mis-deliveries or service interruptions. Customers shall be solely responsible for the selection, use and suitability of the services, and Fusegrid shall have no liability therefore. Except to the extent of Fusegrid gross negligence or willful misconduct, neither Fusegrid nor its network services supplier will be liable for unauthorized access to Fusegrid's or customer's transmission facilities or premise equipment or for unauthorized access to or alteration, theft or destruction of customer's data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of Fusegrid's or its network services suppliers negligence.

6.2 Data
Fusegrid agrees to use best efforts and commercially reasonable best practices when deploying services related to data integrity, backup, security, and retention. These services include, but are not limited to: hard drive storage, raid hard drive arrays, network attached storage, storage area networks, operating system installs, operating system reloads, customer portal information, and other situations involving customer data. Customer assumes ultimate responsibility for data integrity, retention, security, backup, and ownership. In the event that Fusegrid handles Customer data, i.e., when replacing hard drives, Fusegrid will act in accordance with PCI guidelines to ensure data is securely handled.

6.3 Force Majeure
Fusegrid shall not be liable to Customer or any other person, firm or entity for any failure of performance under this Agreement if such failure is due to any cause or causes including, but not limited to, acts of God, fire, earthquake, explosion, vandalism, cable cut, storm, or other similar occurrences; any law, order, regulation, direction, action or request of the Canada government or of any other government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority; national emergencies, insurrections, riots, wars; or strikes, lockouts, or work stoppages or other labor difficulties; Fusegrid failures, shortages, breaches or delays.

6.4 Consequential Damages
Except for the parties' indemnity obligations in Seciton 7, in no event will either party be liable or responsible to the other for any type of incidental, punitive, indirect or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment. Even if advised or the possibility of such damages, whether arising under theory of contract, tort (including negligence), product liability, strict liability or otherwise.

6.5 Notwithstanding anything else to the contrary contained in this Agreement, Fusegrid's maximum aggregate liability to Customer for any claim related to, or in connection with, this Agreement, whether in contract, tort or otherwise, shall be limited to the total amount of fees actually paid by Customer to Fusegrid for the prior three (3) months.

6.6 Fusegrid may provide Customer access to other third party software and/or services ("Third Party Products") through reseller relationships Fusegrid has established with certain commercial vendors, including without limitation, Microsoft Corporation ("Third Party Vendors"). Unless otherwise notified, Customer understands that product support for Third Party Products is provided by Fusegrid and not by the Third Party Vendor. Neither Fusegrid nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Products. Customer expressly acknowledges and agrees that use of third party products is at customer's sole risk and such third party products are provided as is and without representation or warranty of any kind from Fusegrid or any third party vendor, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results, correspondence to description, or non-infringement of third party rights. To the maximum extent permitted by applicable law, neither Fusegrid nor any third party vendor will be legally responsible for any damages, whether direct, indirect or consequential, arising from the use or inability to use any third party product. Customer agrees to observe the terns of any license and/or applicable end users subscriber agreement for third party products and that customer shall be fully liable to third party vendors and Fusegrid respect to any improper use of such third party products or violation of license agreements with them and/or applicable end user subscriber agreements.

7. Indemnification

Each party agrees to indemnify and hold the other harmless against any losses, costs, expenses (including, but not limited to, reasonable attorneys' fees), claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, "Losses") resulting from any claim, suit, action, or proceeding brought by any third party against the other or its affiliates related to or arising out of (i) any infringement or misappropriation or alleged infringement or misappropriation of any Canada copyright, trade secret, patent, trademark, or other proprietary right related to any hardware or software utilized in connection with any of the Services (but excluding any infringement contributory caused by the other party) and (ii) any violation of or failure to comply with AUP. Customer further agrees to indemnify Fusegrid and its affiliates against any Losses which arise out of, or relate to any content provided by customer or the customers/clients of customer, and customer will reimburse Fusegrid and its affiliates for all legal expenses, including reasonable attorneys' fees, incurred by Fusegrid and its affiliates in connection with any such Losses.

8. Termination

8.1 Termination without Cause during Renewal Term
This Agreement may be terminated by either party at any time during any Renewal Term for any or no reason upon either party giving to the other no less than thirty (30) days' prior written notice of termination. No matter which party terminates the Agreement pursuant to this Section 8.1, any and all payment obligations of Customer under this Agreement for Service(s) provided through the date of termination will immediately become due, and Customer shall be required to prepay for any portion of the Services that have not been paid for and are to be rendered during such thirty (30) day period. Fusegrid may terminate the service by providing fourteen (14) days notice to customer.

8.2 Termination for Cause
In addition to any other rights it may have under this Agreement or applicable law, Fusegrid may immediately terminate this Agreement or suspend service, effective without notice, in the event of (i) Non-payment of services within 7 days of invoice date, or (ii) Customer's breach or failure to comply with any other obligation of Customer under this Agreement including, but not limited to, its failure to comply with any of the terms of the AUP or other policies of Fusegrid. Customer may terminate this Agreement if Fusegrid breaches any material term or condition of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of same. If this Agreement is terminated by Fusegrid under this Section 8.2, all remaining monthly recurring and other charges specified on the applicable Order Form(s) for the balance of the then current term shall immediately become due and payable. In addition to the foregoing, Fusegrid reserves the right to prohibit any conduct or to remove any materials or content in violation of the Rules and Regulations or which Fusegrid believes in its sole discretion to be illegal or potentially harmful to others or may expose Fusegrid to harm or liability.

8.3 No Liability for Termination.
Neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms.

8.4 Survival
The following provisions will survive any expiration or termination of the Agreement: Sections 2, 3, 4, 6, 7, 8, 9 and 10.

8.5 IP Addresses
Upon expiration, cancellation or termination of this Agreement, Customer shall relinquish any Internet protocol ("IP") numbers, addresses or address blocks assigned to Customer by Fusegrid or its network services supplier (but not the URL or top level domain connected therewith). Fusegrid reserves, in its sole discretion, the right to change or remove any and all such IP numbers, addresses or address blocks.

9. Money Back Guarantee

Money back guarantee only applicable to those products and services that specified with this offer. Any other products or services with no specification in money back guarantee are not entitling to any money back or refund. Under the money back guarantee, only first-time accounts are eligible for a refund. For example, if you've had an account with us before, cancelled and signed up again, you will not be eligible for a refund. This is to protect our refund guarantee from being abused. Fusegrid reserved the right to determine the definition of first-time account.

10. Cancellation Policy

Because cancellation is automated, Fusegrid requires a written cancellation notice via the customer portal, a minimum of 72 hours prior to 00:00:01 CST (GMT-6) on the Anniversary Billing Date for discontinuance or downgrades of month to month services. Failure to supply the requisite 72 hours written notice of cancellation will result in a full billable monthly cycle prior to cancellation. Notice of written cancellation is required through the online Customer portal located at http://access.cariboomedia.ca. All Customer data remaining after the cancellation date will be destroyed for security and privacy reasons, unless otherwise required by law.

11. Definitions

(a) "Customer Technology" means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.
(b) "Initial Term" means the minimum term for which Fusegrid will provide the Service(s) to Customer, as indicated on the Order Form(s).
(c) "Professional Services" means any non-standard professional, consulting or support service provided by Fusegrid to Customer, including, without limitation, those services and fees indicated on the Fusegrid web site.
(d) "Renewal Term" means any service term following the Initial Term, as specified in Section 1.2.
(f) "Rules and Regulations" means the Fusegrid general rules and regulations governing Customer's use of Services, including, but not limited to, online conduct and Fusegrid Acceptable Use Policy, which can be found at http://www.fusegrid.com/legal/acceptable-usage-policy/
(g) "Service(s)" means the specific service(s) provided by Fusegrid pursuant to this Agreement.
(h) "Service Commencement Date" means the date Fusegrid will begin providing the Service(s) to Customer as indicated on the Order Form(s).

12. Electronic Signature

Acceptance by Customer of the Master Service Agreement incorporating the Terms of Service, Acceptable Use Policy, Service Level Agreement and Privacy Agreement hereby initiates billable services and is deemed complete by agreement to the terms as described on the online signup form(s), completion of the ordering process and payment(s) of service.

Questions?

If you have any inquiries, please contact our Customer Service department by email: info @ Fusegrid.com.