US Data Vault, Inc.™ Business Services Master Agreement
This US Data Vault™ Business Services Master Agreement (this "Contract") is made and entered into as of ______, 200__, by and between the undersigned US Data Vault (“USDV”), located at Box 33, Nashville, TN 37202, Attention: Marc Shaffer (the “USDV Contact”); and the undersigned company ______(hereinafter, “Client”) located at ______, Attention: ______(the “Client Contact”).
TERMS AND CONDITIONS
The terms and conditions applicable to this Contract shall be only those stated within this Contract or its Attachment(s). Any additional terms that have not been made part of this Agreement, by mutual signature, are not valid.
SERVICES AND PRICE
"Services" as used herein shall be those data related, Internet based or managed business services ordered by Client from USDV under service orders (“Orders”) submitted by Client and accepted by USDV pursuant to this Contract. If this Contract provides for specific pricing, including any applicable discount schedules, for any such Services, such pricing or discounts shall be set forth in the Attachment(s) to this Contract. In any event, the specific pricing applicable to any particular Service shall be as set forth in the applicable Order(s) for such Services, and are intended to be consistent with any pricing or discount schedules attached hereto unless agreed between the parties with respect to a particular Order.
TERMS OF PAYMENT
The terms of payment for the Services are as set forth in the Terms and Conditions or in the applicable Order(s).
NOTICES
All notices under this Contract will be in writing and will be deemed to have been duly given if delivered personally or by courier service, or mailed by registered or certified mail, return receipt requested, postage prepaid, to the parties at the addresses set forth herein. All notices under this Contract that are addressed as provided herein: (a) if delivered personally or by courier service, will be deemed given upon delivery, or (b) if delivered by mail in the manner described above, will be deemed given on the fifth (5th) business day after the day it is deposited in a regular depository of the United States mail. Either party may change its address or respective contact for notification purposes by giving notice to the other of the new address or designee and the date upon which such change will become effective.
INCORPORATION BY REFERENCE
The Terms and Conditions and all Attachments hereto and thereto, are integral parts of this Contract and are fully incorporated herein by this reference.
ENTIRE AGREEMENT
This Contract, and any Orders placed hereunder, shall constitute the entire agreement between USDV and the Client relating to this Contract and the Services performed hereunder and may not be modified or amended other than by a written instrument executed by both parties.
IN WITNESS WHEREOF, US DataVault, Inc.™ and Client have caused this Contract to be executed and delivered by their duly authorized representatives, effective upon execution by Client and acceptance by US DataVault, Inc.
Client: / Accepted by US Data Vault, Inc.By: / By:
Name: / Name: / Marc Shaffer
(Print or Type) / (Print or Type)
Title: / Title: / President
Date: / Date:
AUP - ACCEPTABLE USE POLICY
US DataVault’s Acceptable Use Policy ("AUP") is provided to give our Clients and users a clear understanding of what USDV expects of them while using the network. All users of US DataVault’s Internet services: those who access some of our Networks but do not have accounts, as well as those who pay a service fee to subscribe to the Services, must comply with this AUP and our stated TOS (Terms of Service).
Use of US Data Vault Services constitutes acceptance and agreement to this AUP and USDV’s TOS (Terms of Service).
We support the uncensored flow of information and ideas over the Internet and do not actively monitor Client activity under normal circumstances. Similarly, we do not exercise editorial control over the data content, eMail transmissions, or other material created or accessible over or through the networks, except for certain proprietary Web sites. However, in accordance with our TOS (Terms of Service) and as required by the Copyright Act of 1976, as amended, we may remove any materials that, in our discretion, may be illegal, may subject us to liability, or which may violate this AUP. USDV may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrongdoing. Furthermore, your violation of this AUP may result in the suspension or immediate termination of your USDV account or other actions as detailed in Section 3 WITHOUT PRIOR NOTICE.
The following are guidelines for the establishment and enforcement of USDV's AUP:
· Ensure fast, reliable service to our Clients
· Ensure security, reliability and privacy of our systems and network, as well as the networks and systems of others
· Comply with existing Federal laws and Industry Regulations
· Maintain our reputation as a responsible, secure service provider
· Encourage responsible use of the Internet and discourage activities which reduce the usability and value of Internet services
· Preserve the value of Internet resources as a conduit for free expression and exchange of information
· Preserve the privacy and security of individual users
USDV works to provide its Clients access to highly reliable, secure Data Storage and Retrieval services. While USDV is firmly committed to the principles of free speech, certain activities that may be damaging to the resources of USDV or the Internet, and cannot be permitted under the guise of free speech. The resources of USDV and the Internet are limited, and abuse of these resources by one user has a negative impact on the entire community.
We do not routinely monitor the activity of accounts except for measurements of system utilization and the preparation of billing records. However, in our efforts to promote good citizenship within the Internet community, we will respond appropriately if we become aware of ANY inappropriate use of our network.
You may not use the USDV network to send, transmit or publish material which USDV determines, in its sole discretion, to be unlawful, indecent or objectionable. For purposes of this policy, "material" refers to all forms of communications including but not limited to narrative descriptions, graphics (including photographs, illustrations, images, drawings and logos), malicious executable programs, video recordings, and audio recordings.
If a USDV account is used to violate our AUP or our TOS, we reserve the right to terminate your service without notice and to delete or block access to offending content. We will endeavor to advise Clients of inappropriate behavior and any pending necessary corrective action; however, USDV reserves the right and will consider its legal obligations when it becomes aware of flagrant or multiple violations of the AUP or of violations of rights of third parties, to take appropriate action, including but not limited to termination of service without prior notice. A Client of USDV acknowledges USDV’s right to take such action and agrees by accepting our services that USDV SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES OR LIABILITIES WHICH MAY RSULT FROM OUR ACTIONS AS MORE EXPLICITLY SET FORTH IN OUR TOS, PARAGRAPH 7 BELOW. Any decision on our part to not enforce this policy, for whatever reason, shall not be construed as a waiver of our right to do so at any time.
As a member of our network community, you are expected to use our network access responsibly. If you have any questions regarding this policy, please contact our Customer Service Department ().
VIOLATIONS OF US DataVault’s ACCEPTABLE USE POLICY
The following constitute a list of actionable violations of this AUP when USDV determines, in its sole discretion that actions which violate this AUP have occurred. Among other remedies, USDV may terminate offenders and they shall be responsible for damages caused by their violation. This list is not deemed exhaustive but identifies many of the common, flagrant potential misuses of network accounts.
USDV is committed to ensuring good practices on the Internet and when violations of the AUP come to its attention, it will take whatever actions it deems appropriate, including but not limited to restricting account access and terminating offenders for cause. Anyone terminated for cause will not be entitled to a refund of any sums paid or advanced. Be aware that many of these items are industry standard disclaimers.
§ Illegal use: USDV's network may not be used for illegal or unlawful purposes, or in support of illegal activities. USDV reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing.
§ Harm to minors: Use of the USDV network to harm, or attempt to harm, minors in any way, including, but not limited to dissemination of child pornography. Such instances will be reported to the proper authorities.
§ Threats: Use of the USDV network to transmit any material (by eMail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property. Such instances will be reported to the proper authorities.
§ Harassment: Use of the USDV network to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another. Such instances will be reported to the proper authorities.
§ Fraudulent activity: Use of USDV network to make fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as "pyramid schemes," "Ponzi schemes," and "chain letters". Such instances will be reported to the proper authorities.
§ Forgery or impersonation: Adding, removing or modifying identifying network header information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous re-mailers or nicknames does not constitute impersonation.
§ Unsolicited commercial eMail / Unsolicited bulk eMail (SPAM): Use of the USDV network to transmit any unsolicited commercial or unsolicited bulk e-mail is expressly prohibited, as well as any practice deemed unfair by the Federal Trade Commission. Violations of this type will result in the immediate termination of the offending USDV account.
§ Attempts to use the USDV network as a stepping stone to hack into, block, set a Denial of Service (DOS) attacks or in any other form, interfere with, do damage to, or enter any other third party networks or systems.
§ E-mail / News Bombing: Impeding another person's use of electronic mail services or news may result in the immediate termination of the offending USDV account.
§ E-mail / Message Forging: Forging any message header, in part or whole, of any electronic transmission, originating or passing through the USDV network is in violation of this AUP.
§ Usenet SPAMing: USDV has a zero tolerance policy for the use of its network for the posting of messages or commercial advertisements, which violate the rules, regulations, FAQ or charter of any blog, newsgroup or mailing list.
§ Unauthorized access: Use of the USDV network to access, or to attempt to access, without authorization the accounts of others, or to penetrate, or attempt to penetrate, security measures of USDV’s or any other entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data, is expressly prohibited and the offending USDV account is subject to immediate termination.
§ Copyright or trademark infringement: Use of the USDV network to transmit any material (by eMail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted video, music or software, that may be unlawful and subject to the material being blocked, the user’s access to the network denied and account terminated.
§ Collection of personal data: Use of the USDV network to collect, or attempt to collect, personal information about third parties without their knowledge or consent, including any attempt to Phish for information are prohibited.
§ Network disruptions and unfriendly activity: Use of the USDV network for any activity that affects the ability of other people or systems to use USDV Networks or the Internet. Interference with or disruption of other network users, services or equipment is prohibited. It is the Member's responsibility to ensure that their network use is configured in a secure manner. A Client may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A Client may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their USDV network access in an illegal or inappropriate manner. Unauthorized entry and/or use of the USDV network or systems, or via said network to that of another company and/or individual's network or computer systems will result in immediate account termination. USDV will not tolerate any Client attempting to access the accounts of others, or penetrate security measures of USDV or any other systems, whether or not the intrusion results in corruption or loss of data.
§ Fraud: Involves a knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it. It is a violation of our policy to engage in fraudulent transmissions.
§ Distribution of Viruses: Distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems are prohibited. Such an offense will result in the immediate termination of the offending account.
§ Inappropriate Use of Software: Use of any software (except US DataVault Backup Pro) or device that would facilitate a continued connection while using the USDV network or services could result in the suspension of service.
§ Third Party Accountability: USDV Clients will be held responsible and accountable for any activity by third parties, using their account; that violates guidelines created within this Acceptable Use Policy (AUP).