VIRTUAL INTERCONNECT SERVICE AGREEMENT

THIS SERVICE AGREEMENT (“Agreement”) is made between you (either an individual or an entity) (“You”), and Virtual Interconnect, LLC, having its principal place of business at 315 Richard Terrace, SE, Grand Rapids, MI 49506 (“Virtual Interconnect”).

RECITALS

A. Virtual Interconnect owns, hosts, and supports a variety of information technology and web based products (“Product”, “Products”, or “Product(s)”) services (“Service”, “Services” or “Service(s)”) licensed for use or otherwise available from Virtual Interconnect.

B. The Services referred to in this Agreement includes, without limitation, integrated management, marketing, financial management and information protection programs.

C. You and Virtual Interconnect wish to establish terms and conditions applicable to this Agreement for your use of selected Products and Services offered by Virtual Interconnect.

AGREEMENT

In consideration of the mutual promises in this Agreement, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which is acknowledged, the parties agree as follows:

ARTICLE 1 – DEFINITIONS

As used in this Agreement and in any Order Forms, the following terms shall have the following meaning:

“Add on(s)” means any additional products or services offered by Virtual Interconnect and available and purchased by you separate from the Service.

“Agreement” means this Service Agreement, any Order Forms, whether written or submitted online, and any materials available on the Virtual Interconnect website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Virtual Interconnect from time to time in its sole discretion.

“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service.

“Effective Date” means the date you submit an Order Form for any Product or Service and you either pay in full a one-time charge, or you pay in full the applicable activation fee for any Service provided by Virtual Interconnect.

“Initial Term” means, starting on the Effective Date, the period during which you are obligated to pay for Services pursuant to the Order Form and this Agreement.

“Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, Modifications, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Modifications” means any modification or alteration of any Product(s) or Service(s), created by or for you, including any modifications or alterations that arise from you and/or any third party’s suggestions, ideas, feature requests, fixes or any other modifications made to the Product(s) or Service(s).

“Order Form” means any written or online form submitted by you evidencing: (i) the initial subscription for the use of any Service or the purchase of any Product; and/or (ii) any subsequent orders for other or additional Services and/or Products. An Order Form may specify, among other things, the number of licenses and other Products or Services contracted for, the applicable fees, the billing period, any requested Add On charges, and other fees or charges as agreed to between the parties. Each such Order Form shall be incorporated into and become part of this Agreement. In the event there is any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail.

“Product(s)” means, among others, those products provided by Virtual Interconnect and selected by you pursuant to the terms and conditions of this Agreement.

“Service(s)” means, among others, those services provided by Virtual Interconnect and selected by you that are accessible at a web address designated by Virtual Interconnect and provided to you by Virtual Interconnect, to which you are being granted access pursuant to the terms and conditions of this Agreement, including Virtual Interconnect Technology and Content.

“Virtual Interconnect Technology” means all of Virtual Interconnect’s proprietary technology (including without limitation all software, hardware, products, processes, methods and procedures of operation, business plans, instructions, formulae, specifications, programs, proposals, algorithms, user interfaces, know-how, techniques, source code for operating-system-dependent routines, designs, benchmark test results and any other tangible or intangible material, Modifications or information) that is or may be made available to you by Virtual Interconnect in providing the Service or Product.

“User(s)” means your employees, representatives, agents or your current or prospective customers, or any other third party who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Virtual Interconnect at your request).

“You” as used in this Agreement, and “I” as used on the Order Form, or any other document expressly incorporated into this Agreement means the individual or entity entering into this Service Agreement with Virtual Interconnect. “You” shall also mean “your(s)”, “yourself”, and will have the same meaning regardless of whether those terms are in upper or lower case.

“Your Data” means any data, information, or material provided or submitted by you to the Service in the course of using the Service.  Your Data does not include “Modifications”, as defined above.

ARTICLE 2 – LICENSE GRANT AND RESTRICTIONS

2.1 Grant. To the extent applicable and ordered by you, Virtual Interconnect hereby grants to you a personal, revocable, non-assignable, nonexclusive, nontransferable license to use the ordered Service solely for your internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Virtual Interconnect.

2.2 Prohibited Access. you may not access the Service if You are a direct competitor of Virtual Interconnect. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.

2.3 Prohibited Use. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You shall not use the Service for any other purposes that are not intended by the Service or as otherwise provided in this Agreement and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

2.4 Ownership Rights. Under this Agreement, you do not acquire any rights of ownership in the Service, Content or Virtual Interconnect Technology. you acquire only the license to use the Service pursuant to the terms and conditions of this Agreement.

2.5 Suitability. You alone are responsible for determining whether the Service best suits your needs, for accessing and operating the Service, and for the results obtained. Accordingly, you should determine your needs, evaluate the Service’s capabilities, and insist on a demonstration of the Service before making a final decision on entering into this Agreement. Virtual Interconnect makes no representations that the Service or any other products or services offered by Virtual Interconnect conforms to or satisfies any federal, state, or local laws, or that the Service is suitable for the your use or application. You are encouraged to engage professional assistance from attorneys, accountants, and any other professionals to evaluate the suitability of the Service and/or Content for your use.

2.6 Upgrades. In its sole discretion, Virtual Interconnect reserves the right to update and/or upgrade all Service-related software and network services at any time during any term of this Agreement, and you hereby consent to the same.

2.7 HIPAA Notice. You agree and understand that Virtual Interconnect is not a “covered entity” or a “business associate” or is otherwise subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and Health Information Technology for Economic and Clinical Health Act (HITECH), any amendments to the same or any other similar federal or state law. As such, Virtual Interconnect does not intend nor shall it be subject to the information handling requirements contained HIPAA, HITECH or any other federal or state laws regarding Protected Health Information or any health-related information of any user or visitor to the site.  You, your customer and your visitors are prohibited from using the Service in any manner to input, store, transmit, download, and/or access any Protected Health Information.  You are solely obligated to comply with all HIPAA, HITECH any similar state or federal laws without any assistance from Virtual Interconnect.  You agree to release, indemnify and hold Virtual Interconnect harmless for any violations of HIPAA, HITECH or any similar state or federal laws.

ARTICLE 3 – YOUR RESPONSIBILITIES

You are responsible for all activity occurring under your User accounts or by any visitors to the site, and you shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with the use of the Service, including those related to data privacy, international communications, the transmission of technical or personal data, and all laws, rules and regulations pertaining to landlord-tenant, real estate, assisted living, property management, taxation and all like matters.  You shall (i) notify Virtual Interconnect of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Virtual Interconnect immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you, your Users and your visitors; and (iii) not impersonate another Virtual Interconnect user or provide false identity information to gain access to or use of the Service.  All instructions transmitted by or received from anyone presenting your password on a Virtual Interconnect website are binding on you.  You agree that you are solely responsible for all transactions or acts that are validated through use of your password, whether or not made with your knowledge or authority.  You agree to guard your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the website for which you are legally responsible.  

ARTICLE 4 – YOUR DATA AND ACCOUNT

Virtual Interconnect does not own any of your Data.  You, not Virtual Interconnect, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all your Data, and Virtual Interconnect shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Your Data.  Virtual Interconnect reserves the right to withhold, remove, and/or discard Your Data without notice for any breach, including, without limitation, your non-payment.  Upon termination due to your breach of this Agreement, your right to access or use Your Data immediately ceases, and Virtual Interconnect shall have no obligation to maintain or forward any of your Data.  

ARTICLE 5 – PRICES, PAYMENT TERMS, AND DELIVERY TERMS

5.1 Fees. In consideration for the license and rights granted by Virtual Interconnect to you and the other undertakings of Virtual Interconnect contained in this Agreement, you agree to pay to Virtual Interconnect any and all fees and/or costs in accordance with the applicable Order Form, which is incorporated into this Agreement.

5.2 Add-ons. Optional Add-ons are available to you at the prices and term stated on the applicable Order Form.

5.3 Changes in Fee Rates and All Other Prices. In its sole discretion, Virtual Interconnect reserves the right to unilaterally increase or decrease any fees, costs, Add-on prices or any other rates or prices listed in the applicable Order Form and/or this Agreement, in whole or in part, at any time. Any such changes will be effective when posted. Your continued use of the Service or the continuation of this Agreement, without termination, after the changes in the applicable Order Form or this Agreement are posted, will be considered acceptance of those changes. Further, Virtual Interconnect reserves the right in its sole discretion to discontinue all or a portion of any ordered Service(s).

5.4 Payment. The above fees and costs shall be paid to Virtual Interconnect by credit or debit card (including all service charges incurred by Virtual Interconnect associated with the same), or by electronic transfer of payments via automated clearing house (ACH). Payment in other forms, such as checks or cash, will not be accepted unless agreed upon by Virtual Interconnect in writing separate from this Agreement. Payment shall be invoiced and/or paid as follows:

5.4.1 Activation fee or, if applicable, any one-time charge, shall be paid and submitted to Virtual Interconnect along with your submission your signed and completed Order Form;

5.4.2 For applicable periodic payments, invoices for the current month are sent out between the 1st (first) of the month and the 15th (fifteenth). Virtual Interconnect will send invoices via e-mail to the e-mail address Virtual Interconnect has on file for you. You are responsible for providing Virtual Interconnect with your correct e-mail address. This is a courtesy service, and if you do not receive your e-mail, Virtual Interconnect will not be held responsible. The amount on the invoice will be electronically transferred via ACH, or charged to the your credit/debit card that Virtual Interconnect has on file, between the fifteenth (15th) and the end of the month.

5.4.3 Charges for Add-ons described in Paragraph 5.2 will be invoiced and due in addition to the monthly service fee each month. To the extent you order any Add-ons at any time during any term of this Agreement, Virtual Interconnect shall invoice you all fees and charges for Add-ons during the invoicing period that follows your order for said Add-ons.

5.5 Credit/Debit Card and ACH Information. You are responsible for ensuring that Virtual Interconnect has correct billing information for your credit/debit card or account information for ACH transfers. In the event that you cancel your credit/debit card that Virtual Interconnect has on file, or it expires, or you close your bank account, it is your responsibility to contact Virtual Interconnect to update your information. To the extent Virtual Interconnect attempts to obtain this information, you shall pay Virtual Interconnect’s hourly support charges for Virtual Interconnect’s efforts (whether or not successful) in obtaining your information along with all other applicable charges allowed under this Agreement.

5.6 Grouping of Charges. All charges for a particular month may be grouped together into one invoice. This includes activation, User and Add-on costs and fees.

5.7 Refunds. All fees and costs charged are non-refundable.

5.8 Late Charge. Any unpaid amounts thirty (30) days overdue shall incur interest at the rate of five percent (5%) per month. The interest shall be calculated from the original due date until the date the payment is made in full. All payments shall be applied first to interest, then to principal. you shall pay to Virtual Interconnect any legal costs and fees Virtual Interconnect incurs in enforcing its rights under this Article 5.

5.9 Bandwidth Use. To the extent that your use of the Service results in an increased use or overuse of the relevant bandwidth, data processing, and/or data storage and there is any additional cost associated with the same, you shall be responsible for any such additional costs, and you release Virtual Interconnect from any obligation or liability for the same.

5.10 Disclaimer on Other Program Costs. To the extent the use of Virtual Interconnect’s Service requires the purchase and/or acquisition of any other software programs, including any accounting programs, you shall be responsible for the purchase and/or cost of any such items or any required internet connections, and you agree to release Virtual Interconnect from any liability for the same.

ARTICLE 6 – YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.  

ARTICLE 7 – DISCLAIMER OF WARRANTIES

VIRTUAL INTERCONNECT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT.  VIRTUAL INTERCONNECT DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  VIRTUAL INTERCONNECT IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF YOUR COMPUTER HARDWARE OR OPERATING SYSTEMS AT ANY TIME.  THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.  ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY VIRTUAL INTERCONNECT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIRTUAL INTERCONNECT, ITS MEMBERS, EMPLOYEES OR AGENTS SHALL NEGATE THIS ARTICLE 7 NOR CREATE ANY WARRANTY WHATSOEVER.

ARTICLE 8 – INTERNET DELAYS

VIRTUAL INTERCONNECT’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  VIRTUAL INTERCONNECT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

ARTICLE 9 – OTHER DISCLAIMERS

9.1 Legal Form Disclaimer. All forms contained in this Service are provided without warranty, express or implied, as to their legal effect and/or completeness. These forms are not intended to be a substitute for legal advice. It is strongly recommended that you consult with an attorney to review and/or modify the forms to ensure they meet your specific needs and are in compliance with all applicable local, state and/or federal laws. By entering into this Agreement, you understand that the forms and materials contained in this Service are provided "AS IS", and that your use of the forms and materials is at your own risk. You agree that no attorney-client relationship is established by Virtual Interconnect's providing and/or your using any of the forms and materials included in the Service.

9.2 Third Party Information Disclaimer. Virtual Interconnect does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information furnished to you by any third party through your use of the Service. You hereby release and hold Virtual Interconnect harmless from your use or reliance on any third party information obtained through your use of the Service.

ARTICLE 10 – LIMITATION OF LIABILITY

IN NO EVENT SHALL VIRTUAL INTERCONNECT’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.  IN NO EVENT SHALL VIRTUAL INTERCONNECT BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF  CAUSE AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF VIRTUAL INTERCONNECT HAD BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IT IS YOUR SOLE RESPONSIBILITY TO HAVE ADEQUATE BACKUP PROCEDURES TO PROTECT YOU FROM SIGNIFICANT LOSS OF ANY AND ALL DATA.

ARTICLE 11 – PROPRIETARY INFORMATION

11.1 Proprietary or Confidential Information.

11.1.1 It is recognized under this Agreement, that Virtual Interconnect, while under no obligation to, may make available to you proprietary or confidential information including, without limitation, Virtual Interconnect Technology.

11.1.2 It is agreed that Virtual Interconnect’s proprietary or confidential information made available to you under this Agreement shall (1) be kept confidential by you, (2) be treated by you in the same way as you treat proprietary or confidential information generated by yourself, (3) not be used by you other than in connection with the implementation of this Agreement, and (4) be divulged only to your personnel that have a need to know and have undertaken to keep proprietary or confidential information secret. Title or the right to possess proprietary or confidential information shall remain in Virtual Interconnect. Neither party shall furnish to the other party any proprietary or confidential information that it does not have the right to furnish.

11.1.3 You agree to use all reasonable steps to ensure that Virtual Interconnect’s proprietary or confidential information is not disclosed by your employees or agents in violation of the provisions of this Article.

11.1.4 You shall not copy, reproduce, download or transmit, in any form, any software video material. Virtual Interconnect owns all software video material and you agree that it may only be used in a manner consistent with the intent of this Agreement and your applicable business services.

11.2 Third Party Information. To the extent you use the Service to input, download or otherwise store personal and confidential information of any third party including, but not limited to, tenants, clients, residents, contractors, financial institutions or any other third party, you shall be responsible to protect and limit the access or use of such information and otherwise maintain the strict confidentiality of any such third party information. Consistent with the terms contained in Article 14 of this Agreement, you agree to indemnify, defend and hold Virtual Interconnect harmless from any third party claim or cause of action resulting from your breach of this Paragraph 11.2.

11.3 Confidentiality Term.

11.3.1 The commitments pursuant to Sections 11.1 and 11.2 of this Article shall continue during the term of this Agreement and survive the termination of this Agreement.

11.3.2 These commitments shall cease, if, but only to the extent that, proprietary or confidential information (1) is or becomes generally known or available to the public at large through no act or omission of the receiving party; (2) can be demonstrated to have been available lawfully to the receiving party before the disclosure or has thereafter been furnished to the receiving party without restrictions as to disclosure or use; (3) can be demonstrated, subsequent to disclosure, to have been independently developed by the receiving party without use of any proprietary or confidential information received from the disclosing party; or (4) is disclosed by operation of law or court order, provided that the party whose information is to be disclosed is given an opportunity to prevent such disclosure and, if disclosed, the proprietary or confidential information will be used only for the specified legal purposes.

11.3.3 Each party is entitled to disclose proprietary or confidential information to any of its associated companies on the condition that such associated companies shall be bound by the same commitments undertaken by each party under this Article.

11.4 Trade Secret. Virtual Interconnect considers all Products and Services covered by this Agreement to be a trade secret. You shall not use any Virtual Interconnect Technology or proprietary and confidential information gained by access to the Service to develop a competing service.

11.5 Intellectual Property Ownership. Virtual Interconnect (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to Virtual Interconnect Technology, the Content, Product, or Service and any Modifications provided by you or any other party relating to the Product or Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Product, Service, Virtual Interconnect Technology or the Intellectual Property Rights owned by Virtual Interconnect. Virtual Interconnect’s name, Virtual Interconnect’s logo, and the product names and logos associated with its Products and Service are trademarks of Virtual Interconnect or third parties, and no right or license is granted to use them.

ARTICLE 12 – MODIFICATIONS

12.1 Ownership of Modifications. Any separate ownership, copyright and/or other intellectual property rights of any nature that come into existence at any time as a result of any Modifications shall vest solely in Virtual Interconnect, royalty-free, and you assign (by way of future assignment) all rights, title, and interest, including but not limited to copyright in any Modifications to any Product or Service to Virtual Interconnect. This Article 12, and the ownership and assignment rights described in the same, also retroactively applies to any modification or alteration of any Product or Service arising from any communications received by Virtual Interconnect from you prior to the execution of this Agreement. All Modifications to any Product or Service may be used in any way Virtual Interconnect chooses including, without limitation, use by Virtual Interconnect’s other customers.

12.2 Notification to Virtual Interconnect. You shall notify Virtual Interconnect at Virtual Interconnect’s request of all such Modifications and shall supply to Virtual Interconnect, if so requested and without charge, copies of all documentation relating to such Modifications.

ARTICLE 13 - TERM AND TERMINATION

13.1 Term. The Initial Term of this Agreement shall begin on the Effective Date, and shall remain in effect in accordance with the time period stated in the applicable Order Form, subject to the termination provisions in this Agreement. Virtual Interconnect may, at its option, cancel this Agreement if you fail within fourteen (14) days after submitting an Order Form to pay any applicable activation fee or provide requested information to Virtual Interconnect in order to implement any Service.

13.2 Renewal. This Agreement shall automatically renew for successive terms for the same time period as the Initial Term, in perpetuity, unless you give Virtual Interconnect written notice of termination at least thirty (30) days prior to the expiration either the initial term or of any applicable successive term.

13.3 Early Termination Charge. In the event you request Virtual Interconnect to terminate this Agreement for any reason during any term (either Initial Term or subsequent renewal terms), you shall pay Virtual Interconnect all pending charges owed at the time of your request, plus fifty percent (50%) of the balance owed by you for the remainder of that applicable term.

13.4 Termination by Virtual Interconnect. Virtual Interconnect may terminate this Agreement as follows:

13.4.1 Virtual Interconnect may terminate this Agreement at any time if you fail to perform in accordance with any of the terms and conditions of this Agreement.

13.4.2 You fail to pay Virtual Interconnect monies owed and have not remedied such failure within ten (10) days after having been notified in writing. In addition to any rights or remedies at law or equity and any rights or remedies provided in this Agreement to Virtual Interconnect, Virtual Interconnect reserves the right, at its option, to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent.

13.4.3 This Agreement shall terminate, at the option of Virtual Interconnect, immediately upon written notice to you by Virtual Interconnect if any of the following occurs: You file a petition in bankruptcy or are adjudicated as bankrupt; any proceedings are filed under the Bankruptcy Act (as now constituted or later amended) at any time either voluntarily or involuntarily; You make an assignment for the benefit of creditors; a receiver, liquidator, assignee, trustee, custodian (or similar official) of you or any of your assets is appointed; and/or on the winding up of or liquidation of the your affairs.

13.4.4 Any change in ownership of twenty-five percent (25%) or more of your common stock or membership units.

13.4.5 Virtual Interconnect may terminate this Agreement for any reason by providing thirty (30) days written notice to you.

13.5 Consequences of Termination or Expiration. When this Agreement is terminated as provided in this Article 13, you shall do the following:

13.5.1 Discontinue all use of the Service granted by the Agreement;

13.5.2 Within ten (10) days of termination, return to Virtual Interconnect any information supplied under this Agreement whether designated proprietary/confidential or not, as well as any product or service description and any training material provided by Virtual Interconnect, and testify in writing that any and all copies of Virtual Interconnect’s proprietary/confidential information (including, without limitation, Virtual Interconnect Technology) are returned to Virtual Interconnect.

13.5.3 You shall not be entitled to any refund for fees or any other costs or fees charged under this Agreement that are paid, nor shall it relieve you of the obligation to pay any outstanding amounts due Virtual Interconnect, regardless of whether termination is voluntary or involuntary.

ARTICLE 14 – INDEMNIFICATION AND HOLD HARMLESS

14.1 Indemnification.

14.1.1 You shall defend, at your sole expense, any third party claim demand or suit against Virtual Interconnect (“Claim”) for any injury (personal, bodily, or economic) or loss arising from your breach of this Agreement, your ordinary or gross negligence, any willful acts and/or omissions, or any other Claim arising out of this Agreement. You shall indemnify and hold Virtual Interconnect harmless from and against any and all judgments, damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against, Virtual Interconnect in association with the Claim, or reached through a negotiated settlement of the Claim.

14.1.2 Virtual Interconnect will notify you of the assertion of a Claim within three (3) days Virtual Interconnect receives notice or otherwise becomes aware of the Claim; allow you to retain sole and exclusive control over the defense and/or settlement of the Claim; and cooperate with you, at your expense, in the defense and/or settlement of the Claim.

14.1.3 The commitments pursuant to this Article 14 shall continue during the term of this Agreement and survive the termination of this Agreement.

ARTICLE 15 – MISCELLANEOUS

15.1 Severability and Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force, without being impaired or invalidated in any way. Any waiver of a party’s right or remedy related to this Agreement must be in writing and signed by that party to be effective. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right of remedy will affect the other provisions of this Agreement.

15.2 Choice of Law. This Agreement shall be governed by the laws of the State of Michigan (exclusive of its choice of law rules), and the federal laws of the U.S.

15.3 Export Regulation. The Products and Services, including any software, documentation, and any related technical data included with, or in, such Products and Services and any Products or Services using any software, documentation, or technical data (collectively the “Regulated Products & Services”), may be subject to U.S. export control laws and regulations including Export Administration Regulations and International Traffic in Arms Regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, re-export, or release any Regulated Products & Services to any jurisdiction or country to which, or any party to whom, the export, re-export, or release of any Regulated Products & Services is prohibited by applicable federal or foreign law, regulation, or rule. You shall be responsible for any breach of this Paragraph 15.3 by you and your successors’ and permitted assigns’ affiliates, employees, officers, directors, shareholders, customers, agents, distributors, resellers, vendors or visitors. You shall comply with all applicable federal and foreign laws, regulations, and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval) before exporting, re-exporting, or releasing any Regulated Products & Services. You shall provide prior written notice of the need to comply with those laws and regulations to any person, firm, or entity that it has reason to believe is obtaining any such Regulated Products & Services from you with the intent to export.

15.4 Electronic Communications and Electronic Signatures. You agree to be bound by any affirmation, assent, or agreement you transmit through the applicable Virtual Interconnect website, including but not limited to any consent you give to receive communications from Virtual Interconnect solely through electronic transmission. You agree that anytime you click on an “I agree”, “I consent,” or similarly worded “button” or entry field with your mouse, keystroke, stylus or other computer device on any Order Form or like document provided by Virtual Interconnect, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature. Alternatively, you agree that your signature on the Order Form that incorporates this Agreement may be signed and electronically delivered by scanned PDF or facsimile, and said PDF or facsimile will be treated as an original signature that binds you to this Agreement. You will be considered to have received any Virtual Interconnect notice when it is posted on the applicable website. You must keep your e-mail address current and any notice sent by Virtual Interconnect to an e-mail address that you have provided to Virtual Interconnect will be considered effective notice. Any notices you are required to send to Virtual Interconnect pursuant to the terms of this Agreement shall be sent to the Virtual Interconnect address listed on its public website, or electronically sent to legal@virtualinterconnect.com.

15.5 Authority of Signer. You represent and warrant that the individual signing this Agreement on your behalf has complete and full authority to act upon your behalf, and has the authority to bind you regarding all of the provisions of this Agreement.

15.6 Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. You assume full responsibility for the acts or omissions of its employees or agents as it relates to this Agreement in any way or any use of the Service.

15.7 Counterparts. The parties agree that this Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all counterparts, when taken together, will constitute one in the same agreement.

15.8 Consent to Use Your Documents. You consent to and authorize Virtual Interconnect’s unrestricted use of any form or document that is uploaded on Virtual Interconnect’s Service during any term of this Agreement.  You waive all rights to any form of compensation arising from Virtual Interconnect’s unrestricted use of said uploaded form or document.

15.9 Changes to Agreement. In its sole discretion, Virtual Interconnect reserves the right to unilaterally change, add, modify or remove any portion of the terms and conditions of this Agreement, in whole or in part, at any time. Any modifications in the terms and conditions will be effective when posted. Your continued use of the Service and/or the continuation of this Agreement without termination after the changes to the terms and conditions are posted will be considered acceptance of those changes.

15.10 Entire Agreement. This Agreement, and any changes made by Virtual Interconnect pursuant to Paragraph 15.9, contains the entire understanding of the parties with respect to the subject matter addressed herein and supersede, replace and merge all prior understandings, promises, representations and agreements, whether written or oral, relating thereto. The remedies accorded Virtual Interconnect under this Agreement are cumulative and in addition to those provided by law.

IN WITNESS WHEREOF, this Service Agreement is executed and effective as of the Effective Date.

 


 

 

Updated September 18, 2015.

 

 

 



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