Quotit One-Year Agreement
This 12-Month Service Agreement (When Applicable)
includes the Quotit monthly Service(s) and added features, the coverage
areas in which those features may be used, and the recurring charges
associated with those allowances and features, all as described in the
materials made available at the time Client accepted this Agreement. To the
extent any condition in Client’s Plan expressly conflicts with this
Agreement, the condition in Client’s Plan will govern. If at any time Client
alters the Service(s) (by accepting a promotion, for example), Client will
be subject to any requirements which Quotit determines, at its sole and
absolute discretion, that are related to the alteration, such as a new
minimum term. A cancellation by the Client would not be considered an
alteration of Service(s).
Client’s Rights to Refuse or Cancel This Agreement
THIS AGREEMENT STARTS WHEN CLIENT ACCEPTS. Client accepts when any of the
following actions occur after reviewing this Agreement:
Client can cancel (as long as Client is a new customer and not assuming
another customer's Service(s)) WITHIN TEN (10) CALENDAR DAYS of accepting.
Client will still be responsible through that date for the new Service(s) and
any charges associated with such Service(s).
Client’s Rights to Change or Terminate Service; Termination Fees;
1. Except as explicitly permitted by this Agreement, Client
agrees to maintain Service(s) with Quotit for the minimum term. (Periods of
suspension of Service(s) do not count towards fulfillment of ClientClient’s
minimum term.) After the expiration of the minimum term, Client will become
a month–to–month customer under this Agreement. AN EARLY TERMINATION FEE
WILL APPLY IF USER CHOOSES TO TERMINATE THE SERVICE BEFORE BECOMING A
MONTH–TO–MONTH CUSTOMER, OR IF QUOTIT TERMINATES THE SERVICE EARLY FOR GOOD
CAUSE. FOR SERVICE ACTIVATED ON OR AFTER 1/01/10, OR FOR SERVICE WITH
MINIMUM TERMS EXTENDED ON OR AFTER 1/01/11, THE EARLY TERMINATION FEE IS
$300, WHICH WILL BE REDUCED BY $15 FOR EACH FULL MONTH TOWARD THE MINIMUM
TERM THAT USER COMPLETES. The Early Termination Fee applies only to the
extent permitted by law. If Client terminates the Service(s) as of the end
of the minimum term, Client will not be responsible for the remaining
balance of the monthly billing cycle. Otherwise, all terminations by Client
during a monthly billing cycle become effective on the last day of that
billing cycle. Client will remain responsible for all fees and charges
incurred up to that point and will not be entitled to any partial–month
credits or refunds.
2. Entire Agreement. This Agreement shall constitute the entire agreement between Client and Quotit with respect to the subject matter herein, and shall supersede any and all prior Agreements between Client and Quotit solely regarding the subject matter herein. It is the intention of the Parties, hereto, that this Agreement will coincide with the terms and conditions contained within the Agreement For Data Storage, Transfer, Hosting & Websites.
3. Severability. This Agreement shall be severable, and should any of its terms or provisions be determined by a court of competent jurisdiction to be invalid or ineffective for any reason, all of the remaining terms and provisions shall remain in full force and effect.
4. Assignment. This Agreement may not be assigned by any party without the prior written consent of the other party. Any consented assignee of rights or benefits of this Agreement shall be subject to all the terms and provisions of it.
5. Notice. Notice to Client shall be sent by Certified Mail, Return Receipt Requested:
Attn:
,
Notice to Quotit shall be sent by Certified Mail, Return Receipt Requested
to:
Quotit Corporation
Attn: Legal Department
721 S Parker, Suite 330
Orange, California 92868
6. Waiver/Modification/Amendment. No waiver, modification or amendment of this Agreement shall be valid or binding unless the same is in writing and duly executed by both Quotit and Client.
7. Survival. In the event of termination of this Agreement, the terms of All Sections shall survive and continue in full force and effect.
8.Heirs and Assigns. This Agreement shall be binding upon, and inure to the benefit of the parties hereto, their legal representatives, successors and assigns.
9. Headings. The headings contained in this Agreement are for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
10. Governing Law/Venue. This Agreement shall be considered an agreement made in California and shall be governed by and construed in accordance with the law of the state of California, without reference to its conflicts of laws rules. Any proceeding initiated by either party, hereto, to enforce this Agreement or enjoin its breach shall be initiated and prosecuted in a federal or state court sitting in Orange County, California.
11. Confidentiality. Quotit and Client each acknowledge that in performance of this Agreement, each party has and will continue to disclose to the other, proprietary and confidential information ("Confidential Information"), including, but not limited to, client lists. Quotit and Client agree that each party shall: (i) keep such Confidential Information of the other party in strict confidence; (ii) not disclose Confidential Information of the other party to any third parties or to any of its employees not having a legitimate need to know such information, and then only if such third parties or employees have first agreed in writing to keep such information confidential pursuant to the same terms as set forth in this Agreement; and (iii) not use Confidential Information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure); and (iv) return all Confidential Information and all copies thereof to the other party within ten (10) business days of the termination of this Agreement. In the alternative, a party may request that the Confidential Information be destroyed. The party destroying the information must certify in writing its destruction of the Confidential Information within ten (10) business days of when the request for destruction was made. The term Confidential Information, as used herein, does not include information which: (i) becomes generally available to the public other than as a result of a disclosure by a party hereto, its representatives, or its agents; (ii) was available to the receiving party on a non-confidential basis prior to its disclosure hereunder by a party or its agents; (iii) becomes available on a non-confidential basis from a third-party source provided that such third party source is not bound by a confidentiality agreement with the other party hereto; or (iv) is independently developed by the receiving party without the use of, or reference to, the disclosing party's Confidential Information.
12. Interpretations. Quotit and Client agree that this Agreement's terms will be construed fairly and not in favor of or against a party, regardless of which party drafted the Agreement's terms.
13. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer upon any person other than Quotit and Client, their respective successors or assigns, any rights, remedies or obligations whatsoever.
14. Force Majeure. Other than the payment of fees by Client as provided in this Agreement, Quotit and Client will not be deemed in default of this Agreement, nor held responsible for, any cessation, interruption or delay in the performance of its obligations to provide such Service(s) hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, or the inability to obtain sufficient materials or Service(s) required in the conduct of its business from vendors or other parties, including Internet access, or any change in or the adoption of any law, judgment or decree.
15. Publicity. Neither party will publicize the terms of this Agreement or any matter related to this Agreement without first obtaining the prior written approval of the other party.