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Outa Knoware, Intl.

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This document is legally binding. Please read this carefully!
If you are not a legal professional, immediately retain qualified legal counsel to advise you!

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Outa Knoware, Intl. Software Development and Internet Services Agreement and Contract

I. Financial Responsibilities:

  1. Outa Knoware, Intl. also to be referred to or termed in this contract as "OutaKnoware", Outa Knoware" or "Outa Knoware, Intl." only for the expressed intent to make this contract easier to read. In all cases, Outa Knoware, Intl is a subsidiary of inKnoware, inK. Inc, a Massachusett's corporation.
  2. The Customer agrees to a minimum of a three (3) month contract, beginning upon commencement of service(s.)
  3. First three (3) months payment plus a non-refundable setup charge, if any, shall be due upon receipt of contract, be it written, orally or by any other electronic means (e.g. email).
  4. This agreement will automatically renew for successive three (3) month periods for the life of the contract until cancelled in writing by Postal mail. Customers paying by check or money order will receive an invoice for charges and payment is due upon receipt. Customers paying by credit card expressly agree to have their credit card account billed quarterly for the recurring charges for the life of the contract including any automatic renewal periods.
  5. Initial payment is due with the contract. For accounting purposes, renewal charges for contracts received on or after the 20th of the month will accrue as of the 1st of the following month. By way of example, an account setup on August 20th will be setup immediately and the initial payment will be due with the contract. The initial term of the agreement will be August 20 through November 30. The first renewal charge will be due in December for second quarter of services. Any and all late or past due accounts are subject to interest accrual at an annual rate of 18%, subject to change with written notice. Customers with outstanding invoices or payments will be provided with both electronic documentation of the issue(s) and a Request for Assurances, in good faith requesting your status.
  6. OutaKnoware shall not be liable for any taxes and/or other fees to be paid in accordance with or related to sales, product transfer or any legal saleable transaction made by the Customer using OutaKnoware's server(s) or associatted software. The Customer agrees to take full responsibility for all taxes and all fees of any nature associated with said items sold by the Customer. The Customer is soley responsible for applying any and all laws that apply to the state in which their company has personal and subject matter jursidication
  7. The basic defined service is that of an internet hosting service provider. This service consists solely of providing disk space and common tools for managing ftp, http, https and email applications. Other services made be purchased as an add feature and varying services are provided at published rates on the control panel provided for your accounts operation.
  8. The Customer will provide OutaKnoware with material and data in a condition that is "server-ready", which is in a form requiring no additional manipulation on the part of OutaKnoware. OutaKnoware shall make no effort to validate this information for content, correctness or usability.
  9. Use of OutaKnoware's service requires a certain level of knowledge in the use of Internet languages, protocols, and software. This level of knowledge varies depending on the anticipated use and desired content of the Customer's Webspace by the Customer. The following examples are offered: Web Publishing: requires a knowledge of HTML, properly locating and linking documents, FTPing Webspace contents, Graphics, text, Sound, imagemapping, etc.CGI-Scripts: requires a knowledge of the UNIX environment, TAR & GUNZIP commands, Perl, CShell scripts, permissions, etc. Autoresponders: a knowledge of mReply autoresponder, forwarding mail, use of mail by Customers to receive mail, etc.
  10. The Customer agrees that he or she has the necessary knowledge to create the Customer's Webspace. The Customer agrees that it is not the responsibility of OutaKnoware to provide this knowledge or Customer Support outside of the defined service of OutaKnoware.
  11. The Customer agrees that he or she has the necessary knowledge and understanding of mail services and functions they can provide. The Customer agrees that it is not the responsibility of OutaKnoware to provide this knowledge or Customer Support for services of this nature OutaKnoware.
  12. The Customer agrees that with this necessary knowledge and understanding, by asking and accepting internet server based questions beyond the standard minimum level of service, Outa Knoware, Intl. may, at its discretion, bill at an hourly rate for services provided. As of Dec 1, 2006, that rate is $150.00 USD per hour.
  13. OutaKnoware will exercise no control whatsoever over the content of the information passing through the network. OutaKnoware makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. OutaKnoware also disclaims any warranty of merchantability or fitness for particular purpose and will not be responsible for any damages that may be suffered by the Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Customer. Use of any information obtained by way of OutaKnoware is at the Customer's own risk, and OutaKnoware specifically denies any responsibility for the accuracy or quality of information obtained through its services. OutaKnoware expressly limits its damages to the Customer for any non-accessibility time or other down time to the pro- rata monthly charge during the system unavailability. OutaKnoware specifically denies any responsibilities for any damages arising as a consequence of such unavailability. In the event that this material is not "Server-ready", OutaKnoware may, at its option and at any time, reject this material, including but not limited to after it has been put on OutaKnoware's Server. OutaKnoware agrees to notify the Customer immediately of its refusal of the material and afford the Customer the opportunity to amend or modify the material to satisfy the needs and/or requirements of OutaKnoware. If the Customer fails to modify the material, as directed by OutaKnoware, within a reasonable period of time, which shall be determined between the parties themselves, the Agreement shall be deemed to be terminated
  14. The Customer warrants that it has full legal rights to use any and all applicable trademarks, copyrights, patented techniques, if any. Additionally, any and all infringing software or other electronic data that is found to violate the rights of others will be removed solely at the discrection of Out Knoware.
  15. The Customer is responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access Outa Knoware. Outa Knoware makes no representations, warranties or assurances that the Customer's equipment will be compatible with the OutaKnoware service.
  16. The Customer certifies that the responsible party entering into this contract, he or she, is a majority person being of at least 21 years of age.
  17. The Customer may not use Outa Knoware servers for the purpose of MASS Electronic Junkmail. The Customer may not use OutaKnoware servers for excessive computation time inappropriate for Internet Web servers. The Customer may not install in her/his account any program which presents a security problem on that server. OutaKnoware reserves the right to immediately cancel any service account which is causing a disruption of services for other customers. Electronic forums such as mail distribution lists and Usenet news groups all have expectations regarding subject area and appropriate etiquette for posting. Users of these forums should be considerate of the expectations and sensitivities of others on the network when posting material for electronic distribution. The network resources of OutaKnoware may not be used to impersonate another person or misrepresent authorization to act on behalf of others or OutaKnoware. All messages transmitted via OutaKnoware should correctly identify the sender; users may not alter the attribution of origin in electronic mail messages or posting. Users must not attempt to undermine the security or integrity of computing systems or networks and must not attempt to gain unauthorized access.
  18. This Agreement may be terminated by either party, without cause, by giving the other party 30 days written notice. Notice must be made by written postal mail. OutaKnoware will not accept terminations over the telephone or via email.. Notwithstanding the above, OutaKnoware may terminate all, any or portions of any service(s) under this Agreement at any time, for any reason, without penalty, if the Customer fails to comply with the terms of this Agreement, including non-payment. OutaKnoware reserves the right to charge a reinstatement fee.
  19. The Customer expressly agrees that use of Outa Knoware's Server is at the Customer's sole risk. Neither Outa Knoware, nor its employees, affiliates, agents, third party information providers, merchants licensers or the like, warrant that OutaKnoware's Server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Outa Knoware Server service, unless otherwise expressly stated in this Agreement.
  20. Under no circumstances, including negligence, shall Outa Knoware, its officers, agents or anyone else involved in creating, producing or distributing Outa Knoware's Server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Outa Knoware Server service; or that results 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 OutaKnoware's records, programs or services. The Customer hereby acknowledges that this paragraph shall apply to all content on OutaKnoware's Server service.
  21. Notwithstanding the above, the Customer's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which the Customer paid during the term of this Agreement and any reasonable attorney's fee and court costs.
  22. The Customer may only use OutaKnoware's Server for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.
  23. The Customer agrees that it shall defend, indemnify, save and hold OutaKnoware harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, ("Liabilities") asserted against OutaKnoware, its agents, its customers, 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 the Customer, its agents, employees or assigns. The Customer agrees to defend, indemnify and hold harmless OutaKnoware against Liabilities arising out of (i) any injury to person or property caused by any products sold or otherwise distributed in connection with OutaKnoware's Server; (ii) any material supplied by the Customer infringing or allegedly infringing on the proprietary rights of a third party; (iii) copyright infringement and (iv) any defective product which the Customer sold on the OutaKnoware Server.
  24. Revisions to this Contract will be applicable to previous Contracts. Revisions will be considered agreed to by the Customer on renewal of OutaKnoware Services as specified in Section I. Financial Arrangements.
  25. The Customer may not transfer this agreement without the expressed written consent of OutaKnoware.

XIV. Software Development Services:

1. Software development service are available to all interested partys. Development is on either a long term (6 month to one year) written contract, or is availble on an hourly basis which varies according to the work made for hire. All pricing information is assumed to be confidential by Outa Knoware and its Customers once the final development agreement is signed and in place. Customers that have outstanding invoices, may, solely at the discrection of OutaKnoware, halt all work until payments due have become current. Houlry pricing for software development based on a signed purchase order will be honored at quotated rate. Short term (typically less than 45 hours ) freelance hourly work, due to the rapidly changing environment typical of these developments, can,will, or may change in hourly rate on a case by case basis (but no change while a quoted project is being performed will occur). Customer will be noticed by phone or electronic methods as to the changes in rate as a best efforts means of good faith communication. Any and all contractual documents as they relate to work-for-hire development or any other service agreements beyond the scope of this document, must be signed and notarized by Customer and a principle of OutaKnoware for said documents to become legally binding.

2. Upon completion or termination of services, any and all work-for-hire materials will be returned or deleted, at OutaKnoware's option to said Customer. Software, documentation, source code, images and other electronic materials will be provided on CD or DVD at the Customer request, free of charge. If the development material(s) are so large that other arrangements must be made to transfer them, additional cahrges may apply. Some electronic materials may not function on different operating systems (e.g. Windows™, Macintosh™, Linux, ARM etc) or other commercial data engines (e.g. Oracle DB, MySQL, MSSQL7). OutaKnoware will provide these materials in a "best efforts" good faith format, such that someone with professional skills in that area would be able to make it function properly. Additionally, training and extra development time to aid in bringing Customer "up to speed" on the inner working of the software will incur additional expense, houlry rate subject to quotation. In addition, any and all trade secrets, confidential information or other company confidentialk material may be destroyed or returned based upon customer's written request.

3. See also (12) supra. The Customer agrees that by asking and accepting internet server based questions beyond the standard minimum level of service, Outa Knoware, Intl. may, at its sole discretion, bill at an hourly rate for services provided. As of Dec 1, 2006, that hourly rate is $150.00 USD per hour.

XV. Merger Clause:

This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supercedes all other written or oral agreements heretofore made by or on behalf of Customer or Recipient with respect to the subject matter hereof and may be changed only by agreements in writing signed by authorized representatives of the parties.

XVI. Jurisdication:

This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the Commonwealth of Massachusetts, without giving effect to its laws governing conflict of laws. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, subsidiaries, affiliates, asigns, heirs and legal representatives.

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This document can and will be update to reflect new laws governing electronic materials and their distribution.
Outa Knoware, Intl (a subsidiary of inKnoware,inK., Inc) reserves the right to amend this document solely at its discretion.

 

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Outa Knoware, serving customers since 1995
 


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