 WebGuy CommunicationsBusiness Internet Services
Service Agreement
The WebGuy Communications Business Services Master Agreement (this “Agreement”) is made and entered into by and between the MummaGraphics, Inc. (dba WebGuy Communications), located at 11804 Silvermoon Drive, Oklahoma City, OK 73162-1092, and the individual, partnership or company (hereinafter, Customer). WebGuy Communications and Customer may hereinafter be referred to individually as a Party or collectively as the “Parties.”
These terms and conditions (“Terms”) govern the provision by WebGuy Communications
Inc. or WebGuy Communications MNS, Inc. (“WebGuy Communications”) and the use by the customer (“Customer”) of
the WebGuy Communications Business Services family of Internet-related and managed services,
including but not limited to,
web hosting, managed equipment services, managed network services, managed security
services, and Network VPN, including any WebGuy Communications-provided equipment or software
(referred to separately herein as “Equipment” and “Software,” respectively) located
on Customer’s premises or at Customer’s location(s) for use in connection with such
services and including any network consulting, design, monitoring, management,
maintenance, or other services that may be provided in connection with Customer-supplied
networks or equipment as part of the WebGuy Communications Business Services (collectively referred
to herein as the “Services”). References in these Terms to “Customer” include
individuals authorized by Customer to use the Services, except where the context clearly
requires otherwise. By ordering and using the Services or any portion thereof, Customer
agrees as follows:
- The Services.
WebGuy Communications will operate the Services in accordance with its
standard policies and procedures and applicable Service Descriptions, incorporated
herein by reference, and as described in further detail in the ordering document(s)
(“Orders”) submitted by Customer and accepted by WebGuy Communications. WebGuy Communications shall have
the right to access Customer's Services for the purpose of performing such repairs
or reconfiguration or confirming Customer's compliance with its obligations with
respect to the Services.
Term.Customer’s agreement for the use of the Services will be in effect
from the date Customer’s Order is accepted by WebGuy Communications and, unless terminated
earlier as set forth herein, shall continue thereafter for the minimum term,
if any, set forth in such Order. The term of each subsequent Order shall be
co-terminous with the initial Order, unless otherwise provided for in such
subsequent Order.
Rates and Charges.The rates and charges payable by Customer for the
Services shall be as set forth in the Customer’s Order(s) that have been
accepted by WebGuy Communications. If Customer has elected a minimum term for the Services
in its Order then the rates for the Services in effect at the time of the Order
shall remain in effect for the duration of such minimum term (unless otherwise
provided in such Order). If no minimum term is specified in such Order, or if
the Services continue beyond such minimum term without execution by both
Parties of an extension to such Order, the Services will be provided on
a month-to-month basis at the then prevailing month-to-month rates for
the Services until either Party gives the other at least thirty (30)
days written notice of termination of the Services. Customer will be
invoiced monthly for usage of the Services. WebGuy Communications must receive
payment by the date stated on the invoice. Customer will pay or reimburse
WebGuy Communications for any and all sales and use taxes, duties, or levies imposed by any
authority, government, or government agency (other than taxes levied on
WebGuy Communications's net income) in connection with Customer's usage of the Services.
If any payment due hereunder is not made within the date stated on the invoice,
any late payment/interest charges will be computed at one and one-half percent
(1 1/2%) per month, or the highest amount permitted by applicable law, whichever
is less, shall be due and payable with respect to such payment.
IRS W9 forms are not needed from WebGuy Communications, however, if you absolutely are convinced that you must have one prior to paying for your services, please download the form here.
Equipment.If provision of the Services requires the placement by
WebGuy Communications of Equipment at Customer’s location, Customer shall provide (or make
arrangements to provide) adequate space and a reasonable installation and
operating environment for such Equipment, including electrical power, at no
charge to WebGuy Communications. Customer shall provide access to such Equipment by
WebGuy Communications and its representatives for the purpose of repairing, replacing,
maintaining or otherwise using or servicing the Equipment and for removing
the Equipment upon termination of the Services. All such Equipment shall
remain the property of WebGuy Communications or its suppliers, and no right, title, or
interest in the Equipment shall pass to Customer. Customer agrees that the
Equipment is and shall remain personal property even though it may become
attached to realty. Customer shall not sell, assign, sublet, or otherwise
encumber or allow a lien or claim upon or against the Equipment by any action
of Customer or any party claiming by, through, or under Customer. Customer
shall not move the Equipment from its place of installation or make, or permit
any other party to make, any repairs or alterations to any Equipment without
WebGuy Communications’ prior written consent. Customer shall be responsible for the cost
of repairing or replacing any Equipment lost, stolen or damaged while at
Customer’s premises and for returning (i.e., permitting WebGuy Communications to recover
possession of) all Equipment in the same condition as when installed at
Customer’s premises (reasonable wear and tear excepted) upon termination of
the Services for any reason.
Other Services and Software.
The Services may include dedicated or dial-up Internet Protocol connectivity to
WebGuy Communications's local Internet networks and to the global Internet, as well as
access or connectivity to any of the information sources or services that may be
provided by WebGuy Communications or be available from other service providers participating
in, connected to or accessible through WebGuy Communications’ Services or the global
Internet but which are not part of the Services being purchased hereunder.
Separate charges may be applicable to some of these additional services and may
appear on Customer's bill from WebGuy Communications, or they may be billed to Customer
separately by the providers of such services. A third party Global Service
Provider (GSP) provides a roaming capability in conjunction with dial-up
WebGuy Communications Business Internet Services that allows users (subject to any applicable
roaming surcharge) to dial the local numbers of GSP-provided POPs to reach the
WebGuy Communications Business Internet Service while outside of the WebGuy Communications Business
Internet service areas. If Customer or its users elect to use such GSP local
access (or Customer purchases a service plan which has such GSP local access
included in the price), Customer will be charged by the GSP and may see a
separate charge for such service on its bill. Such GSP local access service
is provided by the GSP on the GSP's terms and conditions and at the prices or
surcharges set forth in the applicable Customer's Order. Use by Customer and
any individual authorized users of Customer of WebGuy Communications's other services and
any browser or other Software provided by WebGuy Communications shall be subject to
WebGuy Communications’ standard terms and conditions for such services as well as the
applicable software license terms that are provided with such Software.
Customer's Responsibilities.
(a) As between Customer and WebGuy Communications, Customer is responsible for (i) assuring that its authorized users comply with the provisions of these Terms and that unauthorized persons do not gain access to or use the Services through user names, passwords, or other identifiers assigned to Customer pursuant to these Terms; (ii) providing any equipment and software that may be necessary for the use of the Services by Customer (in addition to any Equipment and Software that may be placed at Customer’s location(s) or otherwise provided or used by WebGuy Communications for its provision of the Services); (iii) timely payment of all charges for usage of the Services applicable to its account whether or not by authorized users or for authorized purposes; and (iv) performing its other obligations under these Terms. Customer shall not use the Services in any way that would be or would assist any third party to be in violation of any law, these Terms, or any Acceptable Use Policy applicable to the Services. Customer shall not transmit or publish on or over the Services any information, software, or other content that violates or infringes upon the rights of any others or use the facilities and capabilities of the Services to conduct any business or activity or solicit the performance of any activity that is prohibited by law. Customer shall comply with all applicable laws, rules, and regulations in connection with the Services.
(b) Customer shall provide such information and assistance as are reasonably requested by WebGuy Communications for purposes of facilitating WebGuy Communications’ provision of Services to Customer.
Limitation and Disclaimer of Warranties.
NEITHER WEBGUY COMMUNICATIONS NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION
PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED OR ERROR FREE OR MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED
FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) THAT ARE IMPLIED BY AND INCAPABLE
OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS
SERVICE AGREEMENT, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED.
Limitation and Disclaimer of Liability.
(a) WebGuy Communications shall not be responsible for any use of the Services by Customer,
its authorized users, or any third party. Without limiting the generality of
the foregoing, WebGuy Communications shall not be liable to Customer or any of Customer's
users for any lost profits or other consequential damages, even if WebGuy Communications
has been advised of the possibility of such damages; any claim or other action
against Customer by any third party (except as set forth in the section below
on infringement); any act or omission of any other entity furnishing products
and services that are used by Customer in connection with the Services or for
failure of any products or services provided by Customer; or any damages or
losses caused by the fault or negligence of Customer or Customer's failure to
perform Customer's responsibilities.
(b) NEITHER CUSTOMER NOR WEBGUY COMMUNICATIONS OR ANY OF ITS UNDERLYING SERVICE PROVIDERS,
INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY
FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES SUFFERED BY THE OTHER
OR ANY OTHER PARTY AS A RESULT OF THIS AGREEMENT OR EITHER PARTY'S PERFORMANCE
OR FAILURE TO PERFORM UNDER THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT SUCH
PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER EXPRESSLY
ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL ALSO APPLY TO ALL CONTENT
OR OTHER SERVICES AVAILABLE THROUGH THE SERVICE. CUSTOMER AGREES THAT CUSTOMER
WILL NOT IN ANY WAY HOLD WEBGUY COMMUNICATIONS RESPONSIBLE FOR ANY SELECTION OR RETENTION OF,
OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICE.
(c) In the event that a court should hold that the limitations of liabilities or
remedies available as set forth in these Terms, or any portions thereof, are
unenforceable for any reason, or that any of Customer’s remedies under these Terms
fail of their essential purpose, Customer expressly agrees that under no
circumstances shall WebGuy Communications’ total liability to Customer or any party claiming
by, through or under Customer for any cause whatsoever, and regardless of the form
of action, whether in contract or in tort, including negligence, in the aggregate,
exceed the amount of charges paid by Customer for use of the Services during the
twelve-month period preceding the date such claim first arose.
Remedies of Customer.
Customer's sole remedy for any failure or non-performance of the Services
(including any associated Equipment, Software or other materials supplied
in connection with the Services) shall be
(i) for WebGuy Communications to use commercially reasonable efforts to effectuate an adjustment or repair of the Services and,
in the event such failure or non-performance results in Service downtime that
exceeds the period of time specified in the applicable service level agreement
portion (if any) of any applicable Order or Service Description, to receive a
refund or credit of or against any charges otherwise payable for the Services
for the period of service downtime as provided for in the applicable service
level agreement portion (if any) of any applicable Order or Service Description,
or
(ii) if such failure or non-performance results in Service downtime or
degradation so substantial as to render the Service essentially unavailable to
or unusable by Customer for normal use, to terminate the Services for default
by WebGuy Communications in the manner provided in these Terms. Unless specified to the
contrary in any applicable service level agreement portion of any applicable
Order or Service Description, the maximum credit for service downtime or other
failure shall not exceed the total monthly bill to the Customer for the Services
for the month in which such downtime or failure occurs.
Indemnification.
(a) If promptly notified in writing of any action brought against Customer to
the extent based on a claim that the Services infringe a United States patent,
copyright, trademark, or other intellectual property right, WebGuy Communications will
defend that action at its expense and will pay any and all fees, costs or
damages that may be finally awarded in that action or a settlement resulting
from it provided that (i) Customer shall permit WebGuy Communications to control the
defense of such action and shall not make any compromise, admission of liability
or settlement or take any other action impairing the defense of such claim
without WebGuy Communications’ prior written approval, (ii) Customer shall cooperate with
WebGuy Communications in all reasonable ways to facilitate the settlement or defense of any
claim or suit, and (iii) the claim or suit does not arise from Customer
modifications, or from combinations of Services provided by MummaGraphics, Inc.
with services and equipment provided by Customer or others, or from Customer's
use of such Services other than in accordance with the applicable manufacturer's
specifications.
(b) If any Services becomes, or in WebGuy Communications’ opinion, is likely to become the
subject of a claim of infringement, or a final injunction is obtained against
Customer prohibiting usage of the Services by reason of such infringement,
WebGuy Communications will, at its option, either: (1) at its expense procure the right for
Customer to continue using the Services or (2) direct Customer to cease using
the Services. In the latter event, the Services shall terminate immediately.
If the options set forth in this subsection are not reasonably available
to WebGuy Communications, then WebGuy Communications may elect instead to return any amounts prepaid by
Customer for the affected Services for any period after WebGuy Communications directs
Customer to cease such use.
(c) If promptly notified in writing of any action brought against WebGuy Communications due
to claims for infringement of patents, copyright, trademark, or other
intellectual property rights, or due to any other claims or causes of action
by third parties of any nature whatsoever, arising from the use in connection
with the Services of equipment, software or information not provided by
WebGuy Communications, or otherwise relating to or arising out of Customer's use of the
Services, Customer will defend that action at its expense and will pay any
and all fees, costs or damages that may be finally awarded in that action or
a settlement resulting from it provided that
(i) WebGuy Communications shall permit Customer to control the defense of such action and shall not make any compromise,
admission of liability or settlement or take any other action impairing the
defense of such claim without Customer’s prior written approval and
(ii) WebGuy Communications shall cooperate with Customer in all reasonable ways to facilitate
the settlement or defense of any claim or suit.
Force Majeure.
WebGuy Communications shall not be responsible for any delay or failure in delivery or
performance of any of its duties hereunder due to acts of God, acts or omissions
of any network or any other occurrence commonly known as force majeure,
including war, riots, acts of terrorism, embargoes, strikes, or other concerted
acts of workers, casualties or accidents, or any other causes or circumstances
whether of a similar or dissimilar nature to the foregoing that prevent or
hinder the delivery of the Services. WebGuy Communications may cancel or delay performance
hereunder for so long as such performance is delayed by such occurrence or
occurrences, and in such event WebGuy Communications shall have no liability to Customer.
Termination and Default.
(a) WebGuy Communications may, at its sole discretion, terminate any Customer Order and
discontinue Customer's access to and use of the Services, if
(i) Customer fails
to pay any amount within ten (10) days after written notice that the same is
delinquent; or
(ii) Customer breaches any of the material terms, conditions,
obligations, or representations contained in these Terms, except for applicable
Acceptable Use Policies, and does not cure such breach within thirty (30) days
of notice of such breach; or
(iii) Customer becomes the subject of a voluntary
or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding,
makes an assignment for the benefit of creditors, or admits in writing its
inability to pay debts when due, or
(iv) Customer's equipment or use of the
Services interferes with the Services or any other user. Although WebGuy Communications
reserves the right to immediately suspend or terminate Service in the event of
repeated or flagrant violations of its Acceptable Use Policy, incorporated herein
by reference, WebGuy Communications's preferred course of action under this Section 12(a)
(v) is to allow Customer an opportunity to cease such interference before
Service termination occurs. In addition, if WebGuy Communications reasonably determines
that the continuation of the Services has become impractical or unfeasible for
any technical, legal, regulatory, or other reason, WebGuy Communications may terminate the
Services with at least thirty (30) days prior notice if reasonably practical.
(b) Customer may cancel most services by providing a 30 day notice. Domain registrations require 90 days notice as they are renewed on an annual basis and require a 60 day waiting period once registered or renewed as determined by ICANN.org. If such notice is given in writing, it must be done through a support ticket on our support web site. Telephone cancellation is also acceptable. If Customer has elected a minimum term for the Services and then cancels its
Services or any portion thereof, or has its Services or any portion thereof
terminated as provided above, prior to the expiration of such minimum term,
Customer shall be obligated to pay WebGuy Communications a termination charge equal to the
amount (if any) specified in the applicable Order; otherwise the termination
charge shall be equal to 100% of the total monthly charges (other than variable
usage charges) that would have become due for the remainder of the scheduled
minimum term if such cancellation had not occurred. Such termination charge
shall be paid to WebGuy Communications within thirty (30) days after such cancellation by
Customer.
(c) If WebGuy Communications breaches any of these material Terms and fails to cure such
breach within thirty (30) days after written notice of such breach, Customer
may (as its sole remedy except for any credits that may be payable for downtime
as provided elsewhere herein) terminate its Services by written notice to
WebGuy Communications, without obligation for any early termination charges otherwise
payable hereunder.
Use of Materials, Marks and Information.
(a) Customer may use, copy and distribute the materials found on the Services
for internal, noncommercial, informational purposes only. Except as authorized
in this paragraph, Customer is not being granted a license under any copyright,
trademark, patent or other intellectual property right in the material or the
products, services, processes or technology described therein. All such rights
are retained by WebGuy Communications, its applicable affiliates or any third party owner
of such rights. Customer shall have no ownership or property rights in the
Services or in any documentation provided in connection with the Services.
Customer may make copies of such documentation solely for use in connection with
its authorized use of the Services, and all such copies shall include all
copyright, trademark and other proprietary notices appearing in the original
documentation. Upon the termination of the Services to Customer, Customer
shall return all copies of the documentation to WebGuy Communications or certify destruction
of such documentation.
(b) The company names and logos and all related product and service names,
design marks and slogans of each Party are the property of the respective Party
or its affiliates. Neither Party is authorized to and shall not use any name or
mark of the other Party in any advertising, publicity or in any other commercial
manner without the prior written consent of the other Party.
(c) All product and service marks contained on or associated with the Services
that are not WebGuy Communications marks are the trademarks of their respective owners.
References to any names, marks, products or services of third parties or
hypertext links to third party sites or information do not necessarily
constitute or imply WebGuy Communications's endorsement, sponsorship or recommendation
of the third party, information, product or service.
Confidential Information.
(a) Except as set forth in this Section, or as otherwise expressly provided in
this Agreement, each Party agrees that (i) all information communicated to it
by the other and identified and marked as “confidential,” whether before or
after the date hereof, (ii) all information identified as confidential to which
it has access in connection with the Services and Equipment, and (iii) this
Agreement and the Parties’ rights and obligations hereunder (collectively,
“Confidential Information”), will be, and will be deemed to have been, received
in confidence and will be used only for purposes of this Agreement. Each Party
agrees to use the same means it uses to protect its own confidential information,
but in no event less than reasonable means, to prevent the disclosure and protect
the confidentiality of Confidential Information. No Confidential Information will
be disclosed by the recipient Party without the prior written consent of the
disclosing Party; provided, however, that each Party may disclose this Agreement
and any disclosing Party's Confidential Information to those who are employed or
engaged by the recipient Party, its agents or those of its affiliates who have a
need to have access to such information in connection with their employment or
engagement, provided the recipient Party notifies such persons of the obligations
set forth in this Section and such persons agree to abide by such obligations.
(b) The obligations set forth in subsection 14 (a) above will not prevent any
Party from disclosing or using information that belongs to such Party or
(i) is
already known by the recipient Party without an obligation of confidentiality,
(ii) is publicly known or becomes publicly known through no unauthorized act of
the recipient Party,
(iii) is rightfully received from a third party,
(iv) is independently developed without use of the disclosing Party's Confidential
Information or
(v) is disclosed without similar restrictions to a third party by the Party
owning the Confidential Information. If Confidential Information is required
to be disclosed pursuant to law, regulation, tariff or a requirement of a
governmental authority, or in connection with an arbitration or mediation,
such Confidential Information may be disclosed pursuant to such requirement
so long as the Party required to disclose the Confidential Information, to the
extent possible, provides the disclosing Party with timely prior notice of such
requirement and coordinates with the disclosing Party in an effort to limit the
nature and scope of such required disclosure. Upon written request at the
expiration or termination of an Attachment or Order, all Confidential
Information (and all copies thereof) (if previously received by each Party)
will be returned to the disclosing Party or will be destroyed, with written
certification thereof being given to the disclosing Party. The provisions of
this Section will survive the expiration or termination of any Order, Attachment
and this Agreement for any reason.
(c) Confidential Information will not include any feedback, data, answers,
questions, comments, suggestions, ideas or the like, that Customer sends to any
MummaGraphics, Inc. relating to the Services or Equipment, unless Customer
identifies it as Confidential Information. WebGuy Communications assumes no obligation to
protect such information from disclosure and will be free to reproduce, use,
and distribute the information to others without restriction. WebGuy Communications will
also be free to use any ideas, concepts, know-how or techniques contained in
such information or developed by them, for any purpose whatsoever including
but not limited to developing, manufacturing and marketing Services and
Equipment incorporating such information. Nothing contained in this Section
restricts the right and ability of WebGuy Communications to use information concerning
the execution of this Agreement and the provision of the Services and
Equipment to Customer in internal publications.
Dispute Resolution ' Independent Arbitration.
(a) Except as provided in this Section 15, all disputes arising out of or
related to this Agreement, (whether based in contract, tort, statute, fraud,
misrepresentation or any other legal or equitable theory), including any dispute
based on any service or advertising related to this Agreement, shall be resolved
by final and binding arbitration governed by the Federal Arbitration Act),
9 U.S.C. 1-16. Disputes that mees the small claims court requirements in the
state in which the Services are providedmay be resolved in small claims court.
(b) The arbitration will be conducted by one arbitrator using the procedures
described herein in accordance with the commercial arbitration rules and fee
schedule of the American Arbitration Association in effect on the date
a dispute is submitted, as modified by this Agreement. The arbitration
rules are available from the AAA at www.adr.org.
(c) The Parties have the right to be represented by counsel. The arbitrator
shall be bound by and strictly enforce the terms of this Agreement, and may
not limit, expand or otherwise modify the terms of this Agreement in conducting
the arbitration and making any award. Unless either Party requests that the
arbitration be conducted using the telephonic, on-line, or in-person
procedures, for which additional charges may apply, the arbitration will be
based solely on the written submissions of the Parties and the documents
submitted relating to the dispute. Any in-person arbitration will be
conducted at a location that the AAA selects in the state in which the Services
are provided, or as the Parties may otherwise mutually agree. Arbitrations under
this Agreement shall be kept confidential.
(d) Disputes under this Agreement may not be (a) resolved on a class-wide basis,
(b) joined with another lawsuit, or (c) joined in an arbitration with a dispute
of any other entity. The arbitrator may not award, and the Parties waive any
claims for awards for, punitive damages or attorney fees or any damages that are
barred by this Agreement, unless such damages are expressly authorized by a
relevant statute.
(e) Before taking a dispute to arbitration, the Parties agree to first attempt
to resolve the dispute between them. If the Parties are not able to satisfactorily
resolve the dispute within sixty (60) calendar days from the date of the initial
notification of the dispute, either Party may contact the AAA in writing at AAA
Service Center, 2200 Century Parkway, Suite 300, Atlanta, GA 30345-3203, and
request arbitration of the dispute.
(f) Subject to applicable substantive law that may provide otherwise, each Party
will pay its own expenses to participate in the arbitration, including attorney
fees and expenses related to the presentation of evidence, witnesses, and document
production.
(g) In the event that the arbitration results in an arbitral award which imposes
an injunction on either Party OR CONTAINS A MONEY DAMAGES AWARD IN EXCESS OF TWO
HUNDRED FIFTY THOUSAND DOLLARS ($250,000), the award shall not be binding on a
Party if that Party sends written notice to the other Party postmarked within 30
days from the date of the award, that that Party does not accept the award of the
arbitrator. Such written notice should be provided in accordance with Section 17.
General.
(a) Except as set forth herein, Customer may not assign or transfer any of
its rights, duties, or obligations with respect to the Services without
WebGuy Communications's written consent, which consent shall not be unreasonably withheld
or delayed. Any attempted assignment or transfer without the written consent
of WebGuy Communications shall be void. Notwithstanding the foregoing, WebGuy Communications may
assign, delegate or otherwise transfer its rights or obligations hereunder, in
whole or in part, at any time or subcontract the performance of any of its
obligations under this Agreement.
(b) No action, regardless of form, arising out of the Services or these Terms
may be brought by either party more than two years after the cause of action
has arisen.
(c) This Contract, together with all Attachments and any Orders placed
hereunder, constitutes the entire agreement between WebGuy Communications and Customer
relating to this Contract and the Services performed hereunder, supersedes
any prior written or verbal proposals, agreements, understandings or other
discussions respecting the same, and may not be modified or amended other
than by a written instrument executed by both Parties.
(d) These Terms and the Services shall be governed by the laws of the State
of Oklahoma, without regard to its conflicts of laws provisions. If any
provision or provisions hereof shall be held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not be in any way affected or impaired thereby.
(e) No failure on the part of either Party to exercise any right or remedy
arising directly or indirectly under this Agreement will operate as a waiver
of any right or remedy it may have, nor will an exercise of any right or
remedy by either Party preclude any right or remedy otherwise available to
such Party.
(f) The headings used in this Agreement are for convenience only and do not
affect the meaning or interpretation of this Agreement.
(g) Except as otherwise specifically stated in this Agreement, the provisions
of this Agreement are for the benefit of the Parties hereto and not for any
other person.
Notices.
All notices under this Contract will be in writing and will be deemed to
have been duly given if delivered personally or by courier service, faxed
or mailed by registered or certified mail, return receipt requested, postage
prepaid, to the Parties at the addresses set forth above. All notices under
this Contract that are addressed as provided herein will be deemed given
(a) upon delivery, if delivered personally or by courier service, (b)
when confirmed, if delivered by facsimile, and (c) on the fifth (5th)
business day after the day it is deposited in a regular depository of the
United States mail, if delivered by mail in the manner described above. Either
Party may change its address or respective contact for notification purposes
by giving notice to the other of the new address or designee and the date upon
which such change will become effective.
IN WITNESS WHEREOF, WebGuy Communications and Customer have caused this Contract
to be executed and delivered by their duly authorized representatives,
effective upon execution by Customer and acceptance by WebGuy Communications.
The undersigned warrant and represent that they have the authority to bind
Customer and WebGuy Communications to this Agreement.
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Scott Taylor
