TERMS AND CONDITIONS OF SERVICE ON MARXPOINT SOLUTIONS INC. WEB SUPPORT SERVICES
* Please note Terms and Conditions of Services are subject to be changed or modified at anytime. Contact a Marxpoint
representative to ensure you have the most current and updated version of this listing.
Marxpoint™ Solutions Incorporated Terms and Conditions of Service
TERMS AND CONDITIONS OF WEB SUPPORT SERVICE: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY
COINCIDE WITH THE WEB SUPPORT SERVICE AND MONTHLY SERVICE PAYMENT AGREEMENTS AND CONSTITUTE A BINDING
AGREEMENT (the “Agreement”) BETWEEN YOU AND MARXPOINT SOLUTIONS INC.
You (“Customer”) accept the terms of this Agreement by signing the MARXPOINT WEB SUPPORT services agreement and
signing and agreeing to the terms of the MONTHLY SERVICE PAYMENT agreement for using MARXPOINT services to provide
web support for you, your company or organization through one of our third party web hosting service providers. If you have not
signed a printed copy of an Agreement and do not accept these terms, then you may be entitled to a refund of your setup deposit it
request is made within 10 days from the date payment made. Should there be any conflict between the terms and conditions
below, and the terms and conditions of any applicable Marxpoint Service Agreement between Customer and Company covering
the Services provided, the terms and conditions of the current applicable Marxpoint Service Agreement will control. The Service is
provided to you through Marxpoint Solutions Incorporated through purchased agreements with Third Party Web Hosting Service
providers. All rights and protections afforded to Marxpoint Solutions Inc. by this Agreement are only afforded to Marxpoint Solutions
Inc and any affiliates of Marxpoint Solutions Inc.
1. ACTIVATION OF YOUR SERVICE – Marxpoint Solutions Inc will activate services to your account when all fees associated to the
setup of your account are received. Your web service is prepaid by Marxpoint Solutions Inc and is held in a suspended mood until
all requirements concerning your account agreement and repayment has been satisfied. By signing your Agreement(s) and
submitting all required fees, you authorize Marxpoint to exchange with its related business entities, contractors or agents who are
involved in providing the Web Hosting Service. Marxpoint may suspend or cancel the Service at anytime without notice: (i) there are
reasonable grounds to suspect the information provided Customer to Marxpoint or its agent for registration or when your Service
was activated, was incomplete or incorrect or if there has been fraud or misuse by you in relation to the Service; (ii) you breach any
of the terms or conditions in this or other Marxpoint Agreement(s);(iii) you do anything which in Marxpoint opinion, may cause
damage to our Service. In addition, Service may be suspended, changed or terminated without notice for non-payment of your
monthly agreement repayment plan.
2. CREDITS – You may be entitled to credits from Marxpoint for Services provided to you, your company or organization. Credits will
be issued directly to your account. Marxpoint does not provide credits by cash, checks or money orders unless otherwise stated.
You can receive credits for: overpayment of your account, special promotions sponsored by Marxpoint or any of its affiliate’s.
3. USE OF SERVICE – Customer agrees to comply with all statutes, rules and regulations applicable to Customer, including all
applicable rules of the Federal Communications Commission (the “FCC”). Customer will not use the Service for any unlawful
purpose. Customer will not use Service in violations of State, City or County regulations or ordinance. Customer acknowledges
and agrees that all future purchases of Marxpoint Services or additional features from Marxpoint affiliate providers shall be
governed by the terms and conditions contained herein or within the Service Agreement or Monthly Payment Agreement. Marxpoint
may change this Agreement at any time. Any changes are effective when Marxpoint provides Customer with written notice stating
the effective date of the change(s). If Customer elects to use the Services or make any payment to Marxpoint on or after the
effective date of the changes, Customer is deemed to have accepted the changes(s). If Customer does not accept the changes,
Customer may terminate Services as of the effective date of changes, in writing. Customer may be entitled a full refund of
payments made during the change.
4. RATES, CHARGES, AND PAYMENTS – You will be charged a one time setup fee and one month in advance service fee before
your account is activated. These charges must be paid before Marxpoint processes the release of your account to our Web
Hosting Providers. You will be charged for your use of the Service in accordance with the terms of the Marxpoint Monthly Re-
payment Agreement, as found in the terms of the Agreement. You can also view these terms online at www.marxpoint.com. You
may request a copy of this document from Marxpoint Solutions Inc at any time. Customer agrees to pay Marxpoint, on a re-
payment plan basis, for charges by Marxpoint. If Customer disputes any Service charges, customer must submit a written
explanation within thirty (30) days from the date Marxpoint post payment for Customer’s account regarding the disputed Service. If
Marxpoint determines that an error was made with respect to any disputed Service charges, Marxpoint shall credit the Customer’s
account in the amount of the error. If Customer does not pay the amount in dispute owed to Marxpoint, Marxpoint may exercise any
remedies it may have under this Agreement or the Re-payment Service Agreement for non-payment of Service charges. Marxpoint
reserves the right to modify any and all elements of the Service charges at anytime by giving notice of such changes to Customer.
If Customer continues to use the Service after the Marxpoint has provided such notice, Customer will be deemed to have accepted
the changes, and such changes will be effective immediately upon Customer’s use of the Service following the notice of the
changes, unless Marxpoint communication indicates a later effective date. If Customer does not accept the changes, Customer
must immediately cease all use of the Service. If Marxpoint warrant that Customer is having problems in making their Re-payment
Monthly Premium payments, we may at our discretion switch Customer to our Pre-payment monthly plan to secure payments for
Services provided. Customer will stay on the prepayment monthly plan until your account is reviewed by our Accounting
Department and progress has been shown that Customer can be returned to the Re-payment Monthly Premium plan associated
with the Agreement(s).
5. MARXPOINT WEB SERVICES – Marxpoint Solutions Inc. Web Services, consist of use of certain online applications such as,
online bill view, online account information, email access, additional tools, guestbooks, downloading of applications or
agreements, etc. (the “Applications”) are part of available Services to Customer by Marxpoint. Certain Applications offered through
Marxpoint or authorized third parties may be to the Service offered by Marxpoint. Customer acknowledges and agrees that there is
no guarantee or assurance that all Applications provided by third parties are compatible, with Marxpoint Services System or any of
its Equipment used to provide the Services offered. Such compatibility shall not be construed as an endorsement of a particular
Application or commitment on the part of Marxpoint that Application(s) will continue to be compatible with the System, Equipment
or Service for any period of time. Marxpoint reserves the right, in its sole discretion, to disable or discontinue any Application for
any reason.
6. TAXES, FEES, SURCHARGES & ASSESSMENTS – Account holder is responsible for all federal, state, and local taxes, fees,
surcharges, and other assessments (collectively, “Charges”) that are imposed on internet services, telecommunications
services, other services, and equipment or that are measured by gross receipts from the sale of internet services and/or
equipment. Such charges shall include, but are limited to: excise taxes; sales and transaction taxes, utility taxes, regulatory fees
and assessments; universal service assessments, telephone relay service (TRS) assessments; recoveries or similar charges.
Customer shall be responsible for such Charges regardless of whether the Charge is imposed upon sale of equipment or
services, upon Customer, or upon Marxpoint. If any such Charge is determined to be applicable and has not been paid by
Customer before Customer accepts delivery of services or equipment, Customer shall pay Marxpoint the full amount of any such
Charge no later than ten (10) days after receipt of the invoice therefore.
7. SERVICE COVERAGE – The total bandwidth available for your site depends on the service plan you chose and the Third Party
web hosting company providing the service to your account. Web Services for the respective coverage areas are subject to change
at any time at the discretion of Marxpoint and or Third Party Web Hosting Provider.
8. SERVICE SUSPENSION – Customers web service may be suspended with notice provided by Marxpoint for non-payment of
Service fees. Notice may be provided 10 days from date of service suspension, this does not warrant continued use of Service by
Customer. Your Service may be suspended on or before preset date depending of total time of past due payment date. Service
may also be suspended due to payment being returned for insufficient funds (ISF), by your financial institution. If your payment is
returned for ISF, your account will be suspended immediately without notice.
9. DEFAULT / TERMINATION – If you breach any representation to Marxpoint or fail to perform any of the promises you made in the
Agreement(s), you will be in default and Marxpoint may, without notice to you suspend Service and/or terminate Agreement(s), in
addition to all other remedies available to us. You agree to pay all cost including reasonable attorney’s fees, collection fees, and
court costs Marxpoint may incur in enforcing Agreement(s).
10. LIMITATION AND CONDITION OF LIABILITY; INDEMNITY – Marxpoint does not assume and shall have no liability for (i) failure to
deliver web service or equipment within a specified time period; (ii) unavailability or delays in delivery of web service or equipment;
(iii) damage due directly or indirectly to causes beyond the control of Marxpoint, including, but not limited to acts of God, acts of the
public enemy, acts of the government, acts of failure to act of the Customer, it agents, employees or subcontractors, fires, floods,
epidemics, quarantine, restrictions, corrosive substances in the air or other hazardous environmental conditions, strikes, freight
embargoes, inability to obtain materials, services or signals, commotion, war, unusually severe weather conditions or default of
Marxpoint subcontractors whether or not due to any such causes; or (iv) the use of Marxpoint Web Services, including but not
limited to the accuracy or utility of any information acquired from the Internet through Marxpoint Solutions Inc; or Internet Services,
Content or Applications whether or not supported by Marxpoint. Without limiting the foregoing, Marxpoint sole liability for Service
disruption, whether caused by the negligence of Marxpoint or otherwise, is limited to a credit allowance not exceeding an amount
equal to the proportionate charge to the Customer for the period of Service disruption. EXCEPT AS OTHERWISE SET FORTH IN
THE PRECEDING SENTENCE, IN NO EVENT WILL MARXPOINT SOLUTIONS INC BE LIABLE FOR ACTUAL, CONSEQUENTIAL,
INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES ARISING OUT THE SERVICES, WHETHER CAUSED BY ITS
NEGLIGENCE OR OTHERWISE, NOR FOR ECONOMIC LOSS, PERSONAL INJURIES OR PROPERTY DAMAGES SUSTAINED BY
THE CUSTOMER OR ANY THIRD PARTIES ARISING OUT OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL MARXPOINT
OR ANY OF IT’S AFFILIATE COMPANIES, IN CONJUNCTION WITH WHICH WHO PROVIDES THE SERVICES, BE LIABLE TO
CUSTOMER FOR ANY DAMAGES, OF ANY KIND WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR CAUSE OF
ACTION, ARISING OUT OF THE SERVICES. CUSTOMER IRREVOCABLY WAIVES ANY CLAIM YOU MIGHT OTHERWISE HAVE
AGAINST MARXPOINT ARISING OUT OF THE SERVICES AND COVENANTS NOT TO MAKE OR BRING ANY CLAIM OF ANY
KIND AGAINST MARXPOINT ARISING OUT OF THE SERVICES. Customer agrees to indemnify, defend, and hold Marxpoint
harmless from any Customer violations of FCC rules and regulations or Customer violations of any statues, ordinances or laws
of any local, state, or federal public authority. The terms of this Section 10 will survive any termination or expiration of Agreement(s).
11. RESOLUTION OF DISPUTES – PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY
OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH ARBITRATION INSTEAD OF COURT
TRAILS AND CLASS ACTIONS. ARBITRATION IS FINAL AND BINDING AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A
COURT. THIS ARBITRATION CLAUSE SHALL SURVIVE TERMINATION OR EXPIRATION OF AGREEMENT(S).
12. COMPLETE AGREEMENT/SEVERABILITY/WAIVER – This Agreement sets forth all of the Agreement(s) between the parties
concerning the Services and purchase of certain Services or Equipment, and there are no oral or written agreements between
them other than as set forth in this Agreement. No amendment or addition to this Agreement shall be binding upon Marxpoint
unless it is in writing and signed by both parties (and, in the case of Marxpoint, by an officer of Marxpoint). Should any provision of
this Agreement be found illegal or in contravention of the law, such provision shall be considered null and void but the remainder
of this Agreement shall not be affected thereby. The failure of Marxpoint, at any time to require the performance by Customer of the
provisions of this Agreement shall not affect in any way the right to require such performances at any later time, nor shall the
waiver by Marxpoint of a breach of any provision hereof be taken or held to be a waiver of compliance with or breach of any other
provision or a continuing waiver of such provision.
13. ASSIGNMENT/RESALE/GOVERNING LAW – Agreement(s) may be freely assigned by Marxpoint to any successor of it or any
other firm or entity capable of performing its obligations hereunder including outright purchase by Customer, and upon any such
assignment, Marxpoint shall be released from all obligations to Customer. Customer may not assign Agreement(s), or resell the
services that are subject to this Agreement without prior consent of Marxpoint as long as Marxpoint remains the payee for Services
rendered to Customer by Marxpoint subcontractors. Subject to the restrictions contained herein, Agreement(s) shall bind and
insure to the benefit of the successors and permitted assigns of the parties hereto. The laws of the Commonwealth of Alabama,
without application of its conflicts of laws principles, shall govern Agreement(s). Customer can choose to take full operations of
their site through a Buyout from Marxpoint and signing an amendment or disseverment form. Marxpoint has the right to be inform
of this Buyout by receiving a (30) thirty day notice from customer with the intent of Buyout. Marxpoint has the right within those (30)
thirty days to turn over all forms, reports, services, etc to Customer after all fees and charges along with the Buyout price has been
completed and satisfied.
14. NO WARRANTY (SERVICE) – MARXPOINT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO CUSTOMER IN
CONNECTION WITH ITS USE OF SERVICE. IN NO EVENT SHALL MARXPOINT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL
OR OTHER INDIRECT DAMAGES TO THE FULL EXTENT THE SAME MAY BE DISCLAIMED BY LAW. CUSTOMER
ACKNOWLEDGES THAT SERVICE INTERRUPTIONS WILL OCCUR FROM TIME TO TIME, AND AGREES TO HOLD MARXPOINT
HARMLESS FOR ALL SUCH INTERRUPTIONS.
15. NO WARRANTY (EQUIPMENT) – MARXPOINT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND,
STATUTORY, EXPRESS OR IMPLIED, TO CUSTOMER OR TO ANY OTHER PURCHASER OF EQUIPMENT PURCHASED OR TO
BE PURCHASED FOR USE OF SERVICE. WITHOUT LIMITING THE FOREGOING, MARXPOINT MAKES NO EXPRESS OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER HEREBY WAIVES, AS
AGAINST MARXPOINT ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS, OR LIABILITIES, EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE. IN NO EVENT SHALL MARXPOINT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR
INCIDENTAL DAMAGES, WHETHER OR NOT OCCASIONED BY THEIR NEGLIGENCE AND INCLUDING, WITHOUT LIMITATION,
LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM THE INTERRUPTION OR FAILURE IN THE OPERATION OF ANY
EQUIPMENT SOLD OR OTHERWISE PROVIDED HEREUNDER. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE
DESCRIPTION CONTAINED HEREIN. CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
THE EQUIPMENT. UNLESS OTHERWISE AGREED BY MARXPOINT. IF THE EQUIPMENT PROVES DEFECTIVE, THE COSTS OF
ALL NECESSARY SERVICING AND REPAIR WILL BE DIVIDED EQUALLY BETWEEN BOTH PARTIES.
© Copyright 2010 Marxpoint Solutions, Inc. All rights reserved. MARXPOINT®, the MARXPOINT logo® and MARXWEB™ are service
marks, trademarks, and/or registered trademarks owned by Marxpoint Solutions, Inc.
* Please note Terms and Conditions of Services are subject to be changed or modified at anytime. Contact a Marxpoint
representative to ensure you have the most current and updated version of this listing.
Marxpoint™ Solutions Incorporated Terms and Conditions of Service
TERMS AND CONDITIONS OF WEB SUPPORT SERVICE: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY
COINCIDE WITH THE WEB SUPPORT SERVICE AND MONTHLY SERVICE PAYMENT AGREEMENTS AND CONSTITUTE A BINDING
AGREEMENT (the “Agreement”) BETWEEN YOU AND MARXPOINT SOLUTIONS INC.
You (“Customer”) accept the terms of this Agreement by signing the MARXPOINT WEB SUPPORT services agreement and
signing and agreeing to the terms of the MONTHLY SERVICE PAYMENT agreement for using MARXPOINT services to provide
web support for you, your company or organization through one of our third party web hosting service providers. If you have not
signed a printed copy of an Agreement and do not accept these terms, then you may be entitled to a refund of your setup deposit it
request is made within 10 days from the date payment made. Should there be any conflict between the terms and conditions
below, and the terms and conditions of any applicable Marxpoint Service Agreement between Customer and Company covering
the Services provided, the terms and conditions of the current applicable Marxpoint Service Agreement will control. The Service is
provided to you through Marxpoint Solutions Incorporated through purchased agreements with Third Party Web Hosting Service
providers. All rights and protections afforded to Marxpoint Solutions Inc. by this Agreement are only afforded to Marxpoint Solutions
Inc and any affiliates of Marxpoint Solutions Inc.
1. ACTIVATION OF YOUR SERVICE – Marxpoint Solutions Inc will activate services to your account when all fees associated to the
setup of your account are received. Your web service is prepaid by Marxpoint Solutions Inc and is held in a suspended mood until
all requirements concerning your account agreement and repayment has been satisfied. By signing your Agreement(s) and
submitting all required fees, you authorize Marxpoint to exchange with its related business entities, contractors or agents who are
involved in providing the Web Hosting Service. Marxpoint may suspend or cancel the Service at anytime without notice: (i) there are
reasonable grounds to suspect the information provided Customer to Marxpoint or its agent for registration or when your Service
was activated, was incomplete or incorrect or if there has been fraud or misuse by you in relation to the Service; (ii) you breach any
of the terms or conditions in this or other Marxpoint Agreement(s);(iii) you do anything which in Marxpoint opinion, may cause
damage to our Service. In addition, Service may be suspended, changed or terminated without notice for non-payment of your
monthly agreement repayment plan.
2. CREDITS – You may be entitled to credits from Marxpoint for Services provided to you, your company or organization. Credits will
be issued directly to your account. Marxpoint does not provide credits by cash, checks or money orders unless otherwise stated.
You can receive credits for: overpayment of your account, special promotions sponsored by Marxpoint or any of its affiliate’s.
3. USE OF SERVICE – Customer agrees to comply with all statutes, rules and regulations applicable to Customer, including all
applicable rules of the Federal Communications Commission (the “FCC”). Customer will not use the Service for any unlawful
purpose. Customer will not use Service in violations of State, City or County regulations or ordinance. Customer acknowledges
and agrees that all future purchases of Marxpoint Services or additional features from Marxpoint affiliate providers shall be
governed by the terms and conditions contained herein or within the Service Agreement or Monthly Payment Agreement. Marxpoint
may change this Agreement at any time. Any changes are effective when Marxpoint provides Customer with written notice stating
the effective date of the change(s). If Customer elects to use the Services or make any payment to Marxpoint on or after the
effective date of the changes, Customer is deemed to have accepted the changes(s). If Customer does not accept the changes,
Customer may terminate Services as of the effective date of changes, in writing. Customer may be entitled a full refund of
payments made during the change.
4. RATES, CHARGES, AND PAYMENTS – You will be charged a one time setup fee and one month in advance service fee before
your account is activated. These charges must be paid before Marxpoint processes the release of your account to our Web
Hosting Providers. You will be charged for your use of the Service in accordance with the terms of the Marxpoint Monthly Re-
payment Agreement, as found in the terms of the Agreement. You can also view these terms online at www.marxpoint.com. You
may request a copy of this document from Marxpoint Solutions Inc at any time. Customer agrees to pay Marxpoint, on a re-
payment plan basis, for charges by Marxpoint. If Customer disputes any Service charges, customer must submit a written
explanation within thirty (30) days from the date Marxpoint post payment for Customer’s account regarding the disputed Service. If
Marxpoint determines that an error was made with respect to any disputed Service charges, Marxpoint shall credit the Customer’s
account in the amount of the error. If Customer does not pay the amount in dispute owed to Marxpoint, Marxpoint may exercise any
remedies it may have under this Agreement or the Re-payment Service Agreement for non-payment of Service charges. Marxpoint
reserves the right to modify any and all elements of the Service charges at anytime by giving notice of such changes to Customer.
If Customer continues to use the Service after the Marxpoint has provided such notice, Customer will be deemed to have accepted
the changes, and such changes will be effective immediately upon Customer’s use of the Service following the notice of the
changes, unless Marxpoint communication indicates a later effective date. If Customer does not accept the changes, Customer
must immediately cease all use of the Service. If Marxpoint warrant that Customer is having problems in making their Re-payment
Monthly Premium payments, we may at our discretion switch Customer to our Pre-payment monthly plan to secure payments for
Services provided. Customer will stay on the prepayment monthly plan until your account is reviewed by our Accounting
Department and progress has been shown that Customer can be returned to the Re-payment Monthly Premium plan associated
with the Agreement(s).
5. MARXPOINT WEB SERVICES – Marxpoint Solutions Inc. Web Services, consist of use of certain online applications such as,
online bill view, online account information, email access, additional tools, guestbooks, downloading of applications or
agreements, etc. (the “Applications”) are part of available Services to Customer by Marxpoint. Certain Applications offered through
Marxpoint or authorized third parties may be to the Service offered by Marxpoint. Customer acknowledges and agrees that there is
no guarantee or assurance that all Applications provided by third parties are compatible, with Marxpoint Services System or any of
its Equipment used to provide the Services offered. Such compatibility shall not be construed as an endorsement of a particular
Application or commitment on the part of Marxpoint that Application(s) will continue to be compatible with the System, Equipment
or Service for any period of time. Marxpoint reserves the right, in its sole discretion, to disable or discontinue any Application for
any reason.
6. TAXES, FEES, SURCHARGES & ASSESSMENTS – Account holder is responsible for all federal, state, and local taxes, fees,
surcharges, and other assessments (collectively, “Charges”) that are imposed on internet services, telecommunications
services, other services, and equipment or that are measured by gross receipts from the sale of internet services and/or
equipment. Such charges shall include, but are limited to: excise taxes; sales and transaction taxes, utility taxes, regulatory fees
and assessments; universal service assessments, telephone relay service (TRS) assessments; recoveries or similar charges.
Customer shall be responsible for such Charges regardless of whether the Charge is imposed upon sale of equipment or
services, upon Customer, or upon Marxpoint. If any such Charge is determined to be applicable and has not been paid by
Customer before Customer accepts delivery of services or equipment, Customer shall pay Marxpoint the full amount of any such
Charge no later than ten (10) days after receipt of the invoice therefore.
7. SERVICE COVERAGE – The total bandwidth available for your site depends on the service plan you chose and the Third Party
web hosting company providing the service to your account. Web Services for the respective coverage areas are subject to change
at any time at the discretion of Marxpoint and or Third Party Web Hosting Provider.
8. SERVICE SUSPENSION – Customers web service may be suspended with notice provided by Marxpoint for non-payment of
Service fees. Notice may be provided 10 days from date of service suspension, this does not warrant continued use of Service by
Customer. Your Service may be suspended on or before preset date depending of total time of past due payment date. Service
may also be suspended due to payment being returned for insufficient funds (ISF), by your financial institution. If your payment is
returned for ISF, your account will be suspended immediately without notice.
9. DEFAULT / TERMINATION – If you breach any representation to Marxpoint or fail to perform any of the promises you made in the
Agreement(s), you will be in default and Marxpoint may, without notice to you suspend Service and/or terminate Agreement(s), in
addition to all other remedies available to us. You agree to pay all cost including reasonable attorney’s fees, collection fees, and
court costs Marxpoint may incur in enforcing Agreement(s).
10. LIMITATION AND CONDITION OF LIABILITY; INDEMNITY – Marxpoint does not assume and shall have no liability for (i) failure to
deliver web service or equipment within a specified time period; (ii) unavailability or delays in delivery of web service or equipment;
(iii) damage due directly or indirectly to causes beyond the control of Marxpoint, including, but not limited to acts of God, acts of the
public enemy, acts of the government, acts of failure to act of the Customer, it agents, employees or subcontractors, fires, floods,
epidemics, quarantine, restrictions, corrosive substances in the air or other hazardous environmental conditions, strikes, freight
embargoes, inability to obtain materials, services or signals, commotion, war, unusually severe weather conditions or default of
Marxpoint subcontractors whether or not due to any such causes; or (iv) the use of Marxpoint Web Services, including but not
limited to the accuracy or utility of any information acquired from the Internet through Marxpoint Solutions Inc; or Internet Services,
Content or Applications whether or not supported by Marxpoint. Without limiting the foregoing, Marxpoint sole liability for Service
disruption, whether caused by the negligence of Marxpoint or otherwise, is limited to a credit allowance not exceeding an amount
equal to the proportionate charge to the Customer for the period of Service disruption. EXCEPT AS OTHERWISE SET FORTH IN
THE PRECEDING SENTENCE, IN NO EVENT WILL MARXPOINT SOLUTIONS INC BE LIABLE FOR ACTUAL, CONSEQUENTIAL,
INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES ARISING OUT THE SERVICES, WHETHER CAUSED BY ITS
NEGLIGENCE OR OTHERWISE, NOR FOR ECONOMIC LOSS, PERSONAL INJURIES OR PROPERTY DAMAGES SUSTAINED BY
THE CUSTOMER OR ANY THIRD PARTIES ARISING OUT OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL MARXPOINT
OR ANY OF IT’S AFFILIATE COMPANIES, IN CONJUNCTION WITH WHICH WHO PROVIDES THE SERVICES, BE LIABLE TO
CUSTOMER FOR ANY DAMAGES, OF ANY KIND WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR CAUSE OF
ACTION, ARISING OUT OF THE SERVICES. CUSTOMER IRREVOCABLY WAIVES ANY CLAIM YOU MIGHT OTHERWISE HAVE
AGAINST MARXPOINT ARISING OUT OF THE SERVICES AND COVENANTS NOT TO MAKE OR BRING ANY CLAIM OF ANY
KIND AGAINST MARXPOINT ARISING OUT OF THE SERVICES. Customer agrees to indemnify, defend, and hold Marxpoint
harmless from any Customer violations of FCC rules and regulations or Customer violations of any statues, ordinances or laws
of any local, state, or federal public authority. The terms of this Section 10 will survive any termination or expiration of Agreement(s).
11. RESOLUTION OF DISPUTES – PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY
OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH ARBITRATION INSTEAD OF COURT
TRAILS AND CLASS ACTIONS. ARBITRATION IS FINAL AND BINDING AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A
COURT. THIS ARBITRATION CLAUSE SHALL SURVIVE TERMINATION OR EXPIRATION OF AGREEMENT(S).
- • A. ARBITRATION PROCEDURES. YOU MUST FIRST PRESENT CLAIM OR DISPUTE TO US BY CONTACTING
MARXPOINT SOLUTIONS CUSTOMER SUPPORT, IN WRITING, TO ALLOW US THE OPPORTUNITY TO RESOLVE THE
DISPUTE. You may invoke arbitration if your claim or dispute is not resolved within 60 days after we receive your detailed
written description of the dispute or claim and the circumstances giving rise to it. The arbitration of any dispute or claim
shall be conducted in accordance with rules of the Internet Industry Arbitration rules of the American Arbitration Association
(“AAA”), as modified by Agreement. You and we agree that this Agreement evidences a transaction in interstate commerce
and the arbitration will be interpreted and enforced in accordance with the Internet Industry Arbitration Rules and the laws
of the Commonwealth of Alabama. The arbitration will be conducted at a location in Birmingham, Alabama, to be
designated by Marxpoint.
• B. COST OF ARBITRATION. All administrative fees and expenses of an Arbitration will be divided equally between you
and Marxpoint. In all arbitrations, each party will bear the expense of its own counsel, experts, witnesses and preparation
and presentation of evidence at the arbitration.
• C. WAIVER OF PUNITIVE DAMAGE CLAIMS AND CLASS ACTION. By this Agreement, both Customer and Marxpoint are
waiving certain rights to litigate disputes in court. If for any reason the arbitration clause is deemed inapplicable or invalid,
Customer and Marxpoint both waive, to the fullest extent allowed by law, any right we might otherwise have to recover
punitive or exemplary damages and any right to pursue any claims on a class or consolidated basis or in a representative
capacity.
12. COMPLETE AGREEMENT/SEVERABILITY/WAIVER – This Agreement sets forth all of the Agreement(s) between the parties
concerning the Services and purchase of certain Services or Equipment, and there are no oral or written agreements between
them other than as set forth in this Agreement. No amendment or addition to this Agreement shall be binding upon Marxpoint
unless it is in writing and signed by both parties (and, in the case of Marxpoint, by an officer of Marxpoint). Should any provision of
this Agreement be found illegal or in contravention of the law, such provision shall be considered null and void but the remainder
of this Agreement shall not be affected thereby. The failure of Marxpoint, at any time to require the performance by Customer of the
provisions of this Agreement shall not affect in any way the right to require such performances at any later time, nor shall the
waiver by Marxpoint of a breach of any provision hereof be taken or held to be a waiver of compliance with or breach of any other
provision or a continuing waiver of such provision.
13. ASSIGNMENT/RESALE/GOVERNING LAW – Agreement(s) may be freely assigned by Marxpoint to any successor of it or any
other firm or entity capable of performing its obligations hereunder including outright purchase by Customer, and upon any such
assignment, Marxpoint shall be released from all obligations to Customer. Customer may not assign Agreement(s), or resell the
services that are subject to this Agreement without prior consent of Marxpoint as long as Marxpoint remains the payee for Services
rendered to Customer by Marxpoint subcontractors. Subject to the restrictions contained herein, Agreement(s) shall bind and
insure to the benefit of the successors and permitted assigns of the parties hereto. The laws of the Commonwealth of Alabama,
without application of its conflicts of laws principles, shall govern Agreement(s). Customer can choose to take full operations of
their site through a Buyout from Marxpoint and signing an amendment or disseverment form. Marxpoint has the right to be inform
of this Buyout by receiving a (30) thirty day notice from customer with the intent of Buyout. Marxpoint has the right within those (30)
thirty days to turn over all forms, reports, services, etc to Customer after all fees and charges along with the Buyout price has been
completed and satisfied.
14. NO WARRANTY (SERVICE) – MARXPOINT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO CUSTOMER IN
CONNECTION WITH ITS USE OF SERVICE. IN NO EVENT SHALL MARXPOINT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL
OR OTHER INDIRECT DAMAGES TO THE FULL EXTENT THE SAME MAY BE DISCLAIMED BY LAW. CUSTOMER
ACKNOWLEDGES THAT SERVICE INTERRUPTIONS WILL OCCUR FROM TIME TO TIME, AND AGREES TO HOLD MARXPOINT
HARMLESS FOR ALL SUCH INTERRUPTIONS.
15. NO WARRANTY (EQUIPMENT) – MARXPOINT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND,
STATUTORY, EXPRESS OR IMPLIED, TO CUSTOMER OR TO ANY OTHER PURCHASER OF EQUIPMENT PURCHASED OR TO
BE PURCHASED FOR USE OF SERVICE. WITHOUT LIMITING THE FOREGOING, MARXPOINT MAKES NO EXPRESS OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER HEREBY WAIVES, AS
AGAINST MARXPOINT ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS, OR LIABILITIES, EXPRESS OR IMPLIED,
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INCIDENTAL DAMAGES, WHETHER OR NOT OCCASIONED BY THEIR NEGLIGENCE AND INCLUDING, WITHOUT LIMITATION,
LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM THE INTERRUPTION OR FAILURE IN THE OPERATION OF ANY
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THE EQUIPMENT. UNLESS OTHERWISE AGREED BY MARXPOINT. IF THE EQUIPMENT PROVES DEFECTIVE, THE COSTS OF
ALL NECESSARY SERVICING AND REPAIR WILL BE DIVIDED EQUALLY BETWEEN BOTH PARTIES.
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