Sales Center: sample contract

Jade Ventures, Inc. and its Associates and/or affiliated entities, herein and after referred to as the Organization, provides businesses with specialized Internet email and web site services which include but are not limited to sending mass unsolicited bulk email and sending unsolicited bulk e-mail on customers behalf. Customer understands that the Organization is not liable for any actions or consequences that bulk email may incur from any third party. Customer understands and agrees that customer is solely responsible for the contents of customer's e-mail messages and customer's websites. It is understood that the Organization does not guarantee or predict any type of profit from these services. Furthermore, Customer understands that it is completely possible that Customer may not receive any responses whatsoever in response to the mailing.  It is also understood that the Customer's website may be shut down by the ISP or host if it violates that host's Acceptable Use Policy.

Warranties and Representations. The Organization makes no warranties or guarantees of any kind, whether express or implied, for service it is providing. The Organization also disclaims any warranty or guarantee of merchantability or fitness for a particular purpose. the Organization will not be responsible for any damages Customer suffers or inflicts on others. This includes loss of data resulting from delays, non-deliveries, mis-deliveries, or service interruptions. Use of any information obtained via the Organization and associated network is at Customer's own risk. The Organization specifically denies any responsibility for the accuracy or quality of information that customer disseminates or the Organization sends on behalf of Customer. Customer's use of the Organization Websites if applicable may only be for lawful purposes. Transmission of any material in violation of any applicable law or regulation is prohibited. This includes, but is not limited to: transmitting data that is threatening, obscene, or defamatory, that belongs to a third party and is protected by copyright, trade, secret, patent, or other intellectual property laws, or violates, expert control laws. 

Indemnification by Customer. Customer agrees to indemnify and hold harmless the Organization from any claims resulting from Customer's use of the service or the use of the service by anyone authorized by Customer who damages the Organization or any third party.

Default and Termination. the Organization may terminate service effective upon notice for a violation of any terms of service including but not limited to the following:

A. The service is used in a manner which is intended to abuse or to violate the privacy or property of others.
B. The service is used to break the security, or in fact, to break security of any computer network, or to access an account which does not belong to the Customer. Customer agrees to immediately notify the Organization of any unauthorized use of customers account, and/or any breach, or sending mass amount of e-mail to one recipient or system, with the intention to render said system by sending a high volume of spurious data which effectively impedes functionality, or totally disables recipient's system(s), and any other method of denial of service, is strictly prohibited.

Accounts are in immediate default if payment is not met on the payment due date. Payment due date is immediately upon order. Customer may terminate service at anytime, but understands that no refunds will be given for partial use. Customer agrees and understands that due to the unstable nature of the Internet industry, in the event that the Organization or associates third party loses an account with an up-line provider, Customer will receive no refunds but will be entitled to a re-mailing to complete the initial order. Customer understands that the Organization and associated third party server may be subject to negative measures by other individuals/companies such as mail-bombs, virus attacks, backbone or upper level provider issues, flooding pings, etc., and there also may be times when the server is unavailable to customer while we try to correct associated problems. Customer agrees to hold the Organization harmless for any such occurrences and understands that customer will receive no refund as a result of those problem(s).

Limitation of Liability. Customer understands that the Organization cannot be held accountable for other Internet servers blocking email from any domain, either owned by the Organization, third party providers or customers. The Organization contracts with all customers are on a order-by-order basis. In signing on to any of our services, Customer understands that if an account is terminated due to any violation of terms of service, Customer will receive no refund. Customer also understands that in the event of non-delivery of service due to a non-delivery of service by a third party contractor of the Organization, Customer receives no refunds as long as the Organization delivers said services within a reasonable amount of time. THESE TERMS & CONDITIONS SUPERSEDE ALL PREVIOUS REPRESENTATIONS, understanding or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted, accepting any services constitutes acceptance of these Terms & Conditions.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, UNDER ANY CAUSE OF ACTION AND WHETHER OR NOT SUCH PARTY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL EITHER PARTY'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF ALL SUMS PAID. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

Law and Venue. This Agreement shall be governed by and construed in accordance with, the laws of the State of Georgia without regard to choice of law provisions. For the purposes of any dispute arising out of or related to the subject matter of this Agreement, the parties agree that venue shall be in the State of Federal courts having within their jurisdiction Atlanta, Fulton County, Georgia.

Prevailing Party Entitled to Costs. In a dispute arising out of this Agreement, the prevailing party shall be entitled to recover from the other its costs and expenses, whether taxable or non-taxable, including reasonable attorney's fees and expert fees. In the event of a settlement neither party shall be deemed to be a prevailing party.

Waiver. The failure of either party to enforce at any time the provisions of this Agreement shall in no way be constituted to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter.

Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is invalid under applicable law, such provision shall be severed, and the remainder of such provision and the remaining provisions of this Agreement shall remain in full force and effect.

Entire Agreement and Modifications. The terms and conditions of this Agreement constitute the entire agreement between the parties regarding the subject matter of this Agreement and supersede all previous and contemporary agreements and understandings, oral and written, regarding this subject. No amendment or modification which purports to modify or supplement this Agreement will be effective unless signed by an authorized representative of each of the parties, which for this Agreement, includes electronic mail messages.