1. Parties and Scope
This Master Agreement is a legally binding contract between two parties: Ezekiel 25:17 LLC (DBA High Density Networks), a Florida company, with registered offices at 18117 Biscayne Blvd, #1686, Aventura, FL 33160 (also referred to as “Provider”, “We” or “HDN”), and you or the entity you represent (also referred to as “Customer” or “You”), identified by the data you submit, under full legal authority to enter into this contract.
The Scope of this Agreement is the delivery of Services by HDN to you. By Services we understand free or paid access to and usage of data, networks, platforms or software, support work and any type of service rendered by HDN or its agents through its use of live persons or automated systems.
2. The Agreement
All access to the HDN Services is governed by this contract. The contract is referred to as the Master Agreement or just Agreement and it includes:
- General Terms and Conditions
- Technical Support Guidelines – TSG
- Service Level Agreement – SLA
- Privacy Policy – PP
- Acceptable Use Policy – AUP
- Service Orders – SO
The Agreement is valid as a whole and must be read in its entirety, even when you access just parts of it. Refer to the Resources sub-section for more information.
The Agreement is effective as of the date you click the “I Accept” button of a form showing the Agreement’s content, from the moment you physically or electronically sign it, or from the day you start using any Services offered by HDN. If you do not agree with its content or if you are not legally allowed or empowered to enter into such a binding Agreement you should NOT accept it, sign it or use the Services.
3. Delivery of Services
The Services offered under this Agreement are provided on the www.highdensity.net, in the technical platforms you access, or introduced to you directly by its representatives.
In order to use the Services, you will receive access information, such as user, password, specific URLs. It is your duty to safeguard this information and ensure it is not leaked or used by unauthorized third parties.
You are requested to provide your identification information to HDN, including an email address, which will be used for the delivery of all Services.
Contact Support Services to appoint or remove other users, other than yourself, to represent your organization. They will have full access and will be able to order new Services, but not to cancel existing ones. On request, access separation can be done between billing and administrative users and technical users.
HDN will provide you with specific product and service descriptions, performance objectives and SLA terms, if and when applicable.
Any request for Services is part of a Service Order. All such orders are governed by this Agreement. Service Orders can include special terms, conditions and restrictions. Once accepted, they are incorporated in the Agreement and precede its dispositions.
Any of the following are considered Service Orders:
- An Agreement Annex signed by both parties
- Requests sent in writing by you or your representatives
- Requests for services made using the HDN provided online tools
- All services requested by other means, added to the next billing cycle and undisputed by you for 15 days after invoice receipt.
Delivery Locations for the Services vary by the Region where equipment and personnel are located.
Support Services and Professional Services are offered from our Global Team and they are not pinned to a specific location or Region.
All other automated or data Services are offered from different locations where HDN directly or through partners operates infrastructure. The locations are grouped in Regions. Current regions are North America, covering US and Canada and Europe, covering all the countries in the European Union plus Switzerland. For availability and reliability purposes, you may specify as part of a Service Order the Region from which you want your Services to be delivered, but not a specific location. Your data can be replicated or backed-up between locations in the same or different Regions.
In situations deemed by HDN as emergencies, Services can be moved to a different Region until they can be safely moved back to their original Region.
If your data violates the AUP you will be notified in writing and given 24 hours to remove the offending data or service. If you do not comply, your Services will be suspended for 3 days and your account will be marked as a Delinquent Account. The Delinquent Account will be terminated after 3 days if you do not contact Support Services to remedy the situation. The suspension will be done immediately and announced to you in writing in a maximum of 4 hours when the violation results in an ongoing attack or any other ongoing security threat to the rest of the HDN customers or public websites.
4. Licenses
As part of this Agreement, HDN offers you a license to use its Services and integrate them in your own services, during the Contract Term. This license is terminable, limited, not exclusive, not transferable or sub-licensable and it is valid worldwide.
Under the same terms, you offer HDN a license to use your data in order to provide and improve the Services covered by this Agreement.
Part of the Services may require using third party software or services. You will enter in a direct licensing agreement with such parties. You commit not to violate the license attributed to you by any third party software or service vendor used in conjunction with the services covering this Agreement.
5. Term and Termination
Agreement Term is one year from its effective date. The term is extended by the duration of any outstanding Service Orders.
Services are to be contracted for specific time periods (Commitments). Pricing can differ based on the Commitment terms.
Service Orders need to include the term for which covered Services are contracted. If such a term is not specified, the shortest Commitment term will be considered, in this order: One Time Service, Hourly Commitment or Monthly Commitment.
The Agreement can be terminated for inactivity if for more than 3 consecutive months no Service Orders exist and no invoices are generated.
Convenience Termination may be requested by any parts with at least 2 months written notice. The written termination notice for Monthly Billed Services must be sent at least 2 Monthly Billing Cycles in advance and does not apply for Services rendered in the current month. Termination is done without liability between parties and does not releases them of current contractual obligations.
Termination for Breach may be initiated by either party if the other is in material breach of this Agreement and does cure the breach within 1 month after the receipt of a written breach notice. When the AUP is breached, the termination can be done immediately or after a 3 days suspension.
When the Agreement expires or is terminated the following Effects of Termination apply:
- You will collect and delete all data hosted with HDN
- The rights granted between parties cease
- A final bill will be generated and all outstanding fees are to be settled immediately
After the Agreement term ends, your data may be kept for another 14 days by HDN, until it is automatically deleted.
You have 7 days to request that you be provided with a copy of your data, if by the end of the Agreement term you have not collected it. This is done under no obligation by HDN, provided it has not yet deleted the data. You will be offered access for maximum of 7 days to an archive copy of data in application or usable raw format. HDN may charge a reasonable fee for the service.
6. Fees and Billing
Fees and charges for Services are specified on the HDN website, or as part of a Service Order. Some Services may be provided free of charge.
For recurring Services fees and charges are calculated and billed monthly, in advance. Billing can be done more frequently if HDN considers there is a risk of non-payment or you have a major usage fluctuation. Non-recurring Services billing is done on or around the date when they are incurred.
For long term commitments that involve an investment which HDN considers significant on its part, you may be required to offer warranties or collateral. You authorize HDN to obtain your credit report at any time during the Agreement.
The Monthly Billing Cycle begins on the 1st calendar day of each month. Invoices will be issued in the first 4 Business Days of the month.
For billing purposes all months are considered to have 730 hours.
Measurements of Services are done by HDN and are final.
Invoices are issued and delivered electronically, by email. Printed copies must be requested and incur a $5 convenience fee per page.
All payments will be done without deduction or withholding, using any of the payment methods we advertise online or a specific method agreed as part of a Service Order.
All fees are exclusive of taxes or other duties. You are responsible for paying any imposed taxes directly. If HDN is obligated to collect or pay taxes, they will be invoiced directly and collected when you pay. If you are tax exempt, it is your obligation to provide exemption evidence before the Billing Cycle, or when submitting an Invoice Dispute.
The billing currency is part of the Service Order. Payments should be made in the agreed currency, or at a conversion rate that covers currency exchange costs incurred by the payee.
If fees are going to be increased you will receive a 1 month written notice. Fees that get decreased will be visible on future invoices.
Standard Payment Term is Net 7 days, if not otherwise specified.
All payments that exceed by 3 days their Payment Term are considered Delinquent Payments. They incur a monthly financing cost of 1.5% of the whole amount or the maximum amount permitted by law, if less.
If you have Delinquent Payments, your account is marked as Delinquent Account. Service Credit is not issued for SLA breaches associated with Delinquent Accounts. Until payment is received HDN has the right to suspend your access to Services for any Delinquent Accounts.
For fees and charges you consider to have been incorrectly billed you can submit a written Invoice Dispute within 7 days from invoicing date. It should be sent by email, addressed to the Billing Department. HDN will solve the claim in a maximum of 7 days. If you do not dispute the invoices in the given time period the charges are considered accepted and final.
You must submit Invoice Disputes regarding Services that got billed, but are not part of a written Service Order within 7 days from invoicing date. HDN will solve the claim in a maximum of 7 days. If you do not submit such a claim the invoice will be considered accepted and it is written proof of your Service Order.
Any Service Credit HDN owes to you is applied to fees due for Services in the next issued invoice and not issued as a cash refund, except for the account closing settlement bill.
7. Change
HDN may change, deprecate or discontinue Services contracted by you. Certain features or functionalities of the Services may be removed or added occasionally. You will be notified in writing at least 1 month in advance of such changes.
The software platforms on which your Services run may be changed, deprecated, discontinued, upgraded or patched for security. Such changes may impact or impair the functionality of your data or of the Services. HDN may send you written notification for major software changes, but otherwise can act immediately and without notification.
HDN may change parts of this Agreement. If the changes are made during your contracted term, you will be notified in writing at least 1 month in advance. The new Agreement provisions become effective when you renew the Agreement, when you put in new Service Orders or 2 months after you have been notified of the change.
If the changes in Agreement adversely affect you, the Agreement may be terminated by you on these grounds, given you send HDN a written notice 1 month prior to termination. In this situation the provisions of the new Agreement will not apply until termination.
8. Intellectual Property Rights – IP
This Agreement does not grant either party rights to the others’ intellectual property, except when otherwise stated. You own all the IP for your data and applications. HDN owns all the IP for its services and software.
You agree that HDN may refer to you and use your logo and marks in its promotional materials, press releases, advertisements, and other public disclosures, written or verbally, presenting you as a customer of its services. No confidential or proprietary information will be disclosed. HDN offers you reciprocal rights.
You do not acquire ownership of the HDN systems and services. You have no right of physical access to the technical premises from which the Services are rendered. HDN does not acquire ownership rights to the information you transmit, store or process using its Services.
When you provide HDN with feedback or suggestions regarding its Services you irrevocably assign it all rights, titles and interests in that information. HDN can use the information with no obligation to you.
9. Confidential Information
Confidential Information means all information disclosed by either parties, before or after the effective date of this Agreement, that is either marked as confidential or the recipient should understand to be confidential. This includes, without limitation:
- all the information transmitted, stored or processed by you using HDN Services;
- special commercial conditions, unpublished prices and Services, security reports, audit information, product plans, diagrams, designs, layout, internal processes, administrative information
- all information that is marked as confidential, in written form or verbally
It is not considered Confidential Information all the information that is publicly available, independently developed, is rightfully obtained from another source without disclosure restrictions or it is approved for release by written authorization of the disclosing party.
The recipient will not disclose the Confidential Information, except to affiliates, employees, agents or professional advisers who need to know it and who have agreed in writing to keep it confidential. The recipient will make sure that those people or entities use the Confidential Information only to fulfill obligations under this Agreement, while making reasonable efforts to keep it confidential.
The recipient may also disclose Confidential Information to the extent required by the applicable Legal Process. The recipient agrees to make commercially reasonable efforts to promptly notify the other party before disclosing and comply with its reasonable requests and its efforts to oppose the disclosure. This obligation does not apply if it may result in the obstruction of an investigation or a violation of the law.
10. Limitation of Liability
10.1 Limitation of Indirect Liability
To the maximum extent permitted by the law neither party, nor HDN suppliers, will be liable under this Agreement for any lost revenues or special, indirect, exemplary, consequential or punitive damages. This applies even if the party knew that such damages were possible and even if a remedy is not satisfied by direct damages.
10.2 Limitation on Amount of Liability
To the maximum extent permitted by the law neither party, nor HDN suppliers, will be liable under this Agreement for more than the total amount paid over the last 6 months prior to the liability risen event for Technical Services. For Support Services and Professional Services the maximum liability is $1000 or the fees paid for the service that is subject to the claim.
10.3 Exclusive Remedy
Termination of the Agreement is your exclusive remedy for HDN’s failure to meet the Support Services and Professional Services expected service level.
10.4 Exceptions to Limitations
The limitations of liability do not apply to breaches of confidentiality obligations, or to violations of a party’s Intellectual Property Rights by the other party and indemnification obligations.
11. Indemnification
Unless prohibited by law, you will indemnify, defend and hold HDN and its affiliates harmless from and against all liabilities, damages, costs, settlement costs and legal fees arising out of a third party claim in conjunction to any services offered under this Agreement.
HDN will indemnify, defend and hold you harmless from and against all liabilities, damages, costs, settlement costs and legal fees arising out of a third party claim against any HDN technology used to provide the Services, with the exception of Open Source Software.
The party seeking indemnification must promptly notify the claim in writing to the other party’s Legal Department and must make reasonable business efforts to cooperate in defending the claim. The indemnifying party has full control over the defense, but allows the other to join in the defense with its own counsel at its own expense. Uncoordinated legal action of the indemnified releases the indemnifier of all financial obligations.
If HDN believes some of its Services infringe on a 3rd party’s rights, it may suspend or terminate your access to those Services, but not before making commercially reasonable efforts to obtain for you a right of usage or use different components to offer similar functionality.
12. DISCLAIMER
ALL HDN SERVICES ARE PROVIDED “AS IS”. WE AND OUR AFFILIATES GIVE YOU AND YOUR AFFILIATES NO GUARANTEE, IMPLIED, EXPRESS, STATUTORY OR OF ANY OTHER KIND, NOR DO WE PROMISE THAT THE SERVICES WILL BE USABLE, AVAILABLE, ERROR FREE, UNINTERRUPTED, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. HDN IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE OR TRANSMIT YOUR DATA. YOU ALONE ARE FULLY RESPONSIBLE TO CHOOSE THE APPROPRIATE SERVICE, TO SECURE AND BACKUP ALL YOUR DATA AND TO COMPLY WITH ANY REGULATORY REQUIREMENT APPLICABLE TO YOUR ACTIVITY. YOU ACKNOWLEDGE THAT INHERENT RISKS ASSOCIATED WITH INTERNET CONNECTIVITY AND IT SYSTEMS COULD RESULT IN THE LOSS OF YOUR DATA, PROPERTY, INFORMATION AND PRIVACY.
13. Miscellaneous
13.1 Representations
Each party signing this Agreement certifies that it has full power and authority to enter the Agreement and that it will comply with it and with all laws and regulations applicable to its provisions.
13.2 Communication in Writing
Defined as all the communication done via email, fax, courier or postal services, as long as an automated receipt confirmation system is in place. Communication is considered received by the other party when the message has a response or there is written receipt proof, manual or automated. Email is the preferred means of written communication.
13.3 Notices
Except otherwise specified in this Agreement, all notices must be addressed in writing to the Legal Department of the other party. The email and courier addresses of HDN can be found in the Resources section of this Agreement.
13.4 Assignment
You will not assign, sub-license or delegate your rights deriving from this Agreement without HDN’s written consent.
HDN may assign the Agreement as part of a sale or reorganization. HDN may use 3rd party service providers in order to provide the Services and remains responsible to the same extent under this Agreement as if the Services were performed with internal resources.
13.5 Third Party Services
HDN can recommend you third party services, software or equipment. HDN does not represent or offer any warranty for services or products contracted by you from third party suppliers. Your direct agreement with the
suppliers will govern the transactions, outside of the HDN’s responsibility.
13.6 No Waiver
Neither party is waiving any rights by not exercising or delaying the exercise of rights under this Agreement.
13.7 Severability
If any term of this Agreement is deemed invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
13.8 No Third-Party Beneficiaries
This Agreement does not confer rights or benefits to a third party unless when it expressly states that it does.
13.9 Equitable Relief
Nothing in this Agreement will limit either party’s ability to seek equitable relief.
13.10 Force Majeure
HDN and its aliates are not liable for any delay or failure to perform its contractual obligation as a result of causes beyond our reasonable control. This includes acts of nature, labor conflicts, blockages, embargoes, riots, telecommunication, electricity or other major utility failures, acts or orders of government, terrorism or war.
13.11 Conflicting Terms
If there is any conflict between the documents of this Agreement, the following control order will apply: Service
Orders, the Agreement, terms located at any specified URL.
13.12 Import and Export Compliance
Each party will comply with all applicable import and export laws and regulations and country specific economic sanctions implemented in the country in which the service is being rendered or where the parties are incorporated or have points of presence.
13.13 Governing Law
This Agreement is governed by the laws of the state of Florida and the laws of the United States of America, as applicable. Both parties agree that any dispute or claim regarding this Agreement will be submitted to binding Arbitration. Both parties agree not to bring a claim under this Agreement more than two years after the claim has arisen.
13.14 Arbitration
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Florida before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules.
Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
14. Resources
High Density Networks Website: http://highdensity.net
Electronic contact details:
| Support Services: | support [at] highdensity.net |
| Billing: | billing [at] highdensity.net |
| Legal Department: | legal [at] highdensity.net |
| privacy [at] highdensity.net | |
| abuse [at] highdensity.net | |
| All other: | admin [at] highdensity.net |
Courier Address:
| To: | High Density Networks |
| Attn: | Support, Billing, Legal or Administrative Department |
| Address: | 18117 Biscayne Blvd |
| #1686 | |
| Aventura, FL 33160 | |
| United States of America |
Submit all Support Requests via email or the web form on http://highdensity.net/contact
Review all the available Support Services and financial terms on http://highdensity.net/support-services/
See the latest version of the Master Agreement online at http://highdensity.net/legal