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Walling Info Systems, LLC

Improving your bottom line through Technology

Service Agreement

The following agreement is between Walling Info Systems and You ("client")

WHEREAS, Client seeks to utilize Walling Info Systems server for its own purposes;

WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, Walling Info Systems can make no guarantee that any given reader shall be able to access Walling Info Systems' server at any given time. Walling Info Systems represents that it shall make every good faith effort to ensure that its server is available as widely as possible and with as little service interruption as possible;

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows;

I. Financial Arrangements:

1. Client agrees to a minimum three (3) month contract, beginning upon Walling Info Systems' receipt of payment for the first three (3) months of service.

2. First three (3) months payment plus setup charges, if any, shall be due in advance of service.

3. This agreement will automatically renew for successive three (3) month periods unless canceled in writing 10 days prior to the quarterly renewal date. Written notice may be by postal mail, email, or the support form. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions.

4. Payments may also be made by check.  Returned checks  are subject to a 25.00 returned check fee.

5. Accounts that are more than 10 days overdue may be charged a $15 rebilling fee.

6. Accounts that have unpaid invoices more than 30 days past the renewal date will be suspended without notice until the account is brought current.  Walling Info Systems reserves the right to terminate the account and delete the files. Walling Info Systems reserves the right to apply a $25.00 reconnection fee to all suspended accounts.  Suspension does NOT release client of the responsibility for payment of the account and monies due.

II. Terms of Service

1) Walling Info Systems, LLC will exercise no control whatsoever over the content of the information passing through the network, email or website.

2) Walling Info Systems, LLC makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Walling Info Systems, LLC also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of Walling Info Systems, LLC is at the Client's own risk, and Walling Info Systems, LLC specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Walling Info Systems, LLC does not represent guarantees of speed or availability of end-to-end connections. Walling Info Systems, LLC expressly limits its damages to the Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Walling Info Systems, LLC specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

3) Copyrights: Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

4) Non-assignment: The Client may not assign or transfer this agreement, in whole or in part without the prior written consent of Walling Info Systems, LLC. In the event that the Client contemplates whole or partial sale of it's business, ownership change, or change in jurisdiction, the Client shall notify Walling Info Systems, LLC by mail, facsimile or e-mail no less than 60 days prior to the effective date of the event.

5) Termination: Walling Info Systems, LLC may terminate this agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the agreement upon receipt of written notice from Walling Info Systems, LLC of said failure, 2) appointment of Receiver or upon the filing of any application by the Client seeking relief from creditors, 3) upon mutual agreement in writing of Walling Info Systems, LLC and Client.

6) Disputes: If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

7) Indemnification: The Client shall indemnify and hold Walling Info Systems, LLC harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Walling Info Systems, LLC directly or indirectly arising from or in connection with Client's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this agreement by the Client.

8) General: If any provision of this agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This agreement and any disputes arising here under shall be governed by the laws of «State» State. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this agreement shall not operate as a waiver of any such right or power.

III. Value Added Reselling:

Clients approved and authorized as Walling Info Systems resellers are allowed to resell the storage and transfer services provided by Walling Info Systems as provided for in its standard product offering. Client agrees to handle and is responsible for all third-party client's content, support, set-up, maintenance and billing. Client agrees to having the necessary additional knowledge and skill level required.  Client also agrees that they are responsible for all payments for accounts brought on by client under the reseller program.
 

This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Contract thereto are agreed to by the both parties upon renewal of services.
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of South Carolina and of the Internet.