Bundled Services Agreement Terms and Conditions

 

 

This Agreement for Bundled Services (the “Agreement”) is entered into between CNP located in 3 Locust Street, Assonet, MA 02702, and the party set forth in the related Registration Form ("User" or "You" and "Your") incorporated herein by reference (together with any subsequent Registration Forms or other online signup, acceptance or order form submitted by User, the "Registration Form"), and applies to the purchase of all services ordered by User on the Registration Form (collectively, the "Services").As used herein the term "User" and "You" shall also include any and all users, Customers, subscribers, affiliates (including without limitations Users or non-Users to whom CNP provides links or banners to promote the services or products of CNP or any third party the services or products of which are offered by or obtained through or in connection with CNP), resellers or others (i) who sign up for, use or obtain services or products from CNP or from any third party services or products of which are offered by or obtained through or in connection with CNP, or (ii) who visit the Web sites of CNP or of any such third party. This Agreement establishes the terms and conditions pursuant to which the Customer wishes to obtain, and CNP wishes to provide, technical support services.

 

RECITALS:

The bundled services agreement covers the delivery of designated services associated with predetermined software applications and integration solutions. This agreement is intended to define how and the terms that CNP abides by for the delivery our support, consulting and programming services in conjunction with implementing open source, third party, and prepackaged software solutions.

 

The Bundled services agreement subject to CNP’s terms of service agreement posted on our designated public portal, and it is expressly understood that unless specified, CNP is not selling software as per this agreement. In exchange for payment of Support Fees CNP agrees to provide certain technical support, and/or training and consulting services to the User in conjunction with use and configuration of all such authorized or licensed versions of open source or commercial software (the “Supported Software”) supported by CNP.

EFFECT: 

 

THIS AGREEMENT IS A BINDING, CONTRACTUAL AGREEMENT (THE “AGREEMENT”) BETWEEN “USERS, USER ASSOCIATES, AFFLIATES AND REPRESENTATIVES” AND CNP. THE SERVICES CONTAIN CERTAIN COMPUTER PROGRAMS, DOCUMENTATION, OR OTHER PROPRIETARY MATERIAL THAT BELONG TO CNP AND/OR ITS SUPPLIERS. USER’S USE OF THE SOFTWARE PRODUCT IS SUBJECT TO USER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE “ACCEPT” BUTTON OR OTHERWISE INSTALLING OR USING THE SOFTWARE PRODUCT, USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF USER DOES NOT AGREE TO ANY OF THE TERMS BELOW, USER SHOULD CLICK ON THE “CANCEL” BUTTON AND NOT INSTALL OR USE THE SOFTWARE PRODUCT. IF USER IS PROCURING THIS LICENSE ON BEHALF OF AN ENTITY OR ORGANIZATION, THE USER REPRESENTS AND WARRANTS THAT THE USER IS AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY OR ORGANIZATION.

 

SIGNING UP FOR THE SERVICES CREATES A CONTRACT BETWEEN USER AND CNP, CONSISTING OF THE REGISTRATION FORM, THE APPLICABLE SERVICE DESCRIPTION AND THIS SERVICE(S) AGREEMENT, THIS AGREEMENT PROCESS IN EFFECT CREATES THE STATEMENT OF WORK AS DEFINED IN THIS DOCUMENT.USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING CNP'S TERMS OF SERVICE AGREEMENT.IN ADDITION, THE USE OF CNP’S SERVICE(S) BY A USER CONSTITUTES AN UNCONDITIONAL ACCEPTANCE OF AND AGREEMENT TO CNP’S TERMS OF SERVICE.CNP RESERVES THE RIGHT TO CHANGE OR MODIFY THE TERMS OF SERVICE AT ANY TIME WITHOUT NOTICE BY POSTING THE NEW AGREEMENT OR POLICIES.THESE MODIFICATIONS WILL BECOME EFFECTIVE IMMEDIATELY.USER’S CONTINUED USE OF THE SITE AND OR SERVICES INDICATES USER’S AGREEMENT WITH CNP'S TERMS; THEREFORE, IT IS USER’S RESPONSIBILITY TO REVIEW THE TERMS OF SERVICE REGULARLY.

 

1. Definitions: 

 

(a) “Company Content”

The content of User to be used online, as well as site design, proposed pages, navigation, articles, information, imagery, and any audio and video material, photographs, logos, trademarks, and other materials provided to CNP - Web Services by Company.CNP - Web Services shall have no rights in any User Content.All Customers are solely responsible for providing CNP - Web Services with the content, unless otherwise negotiated in the proposal process.

 

(b) “Customer(s)” means person(s) who register and purchase products/services through CNP.

 

(c) “Deliverable”

The version on the Web Site, Documentation, Work Product, Site Specifications, and/or any other items to be delivered by CNP.

 

(d) “Documentation”

All instructions that are necessary or useful in order to assist User in maintaining, modifying and improving the Web Site, including without limitation all written materials developed pursuant to the Work Scope, such as linkage reports, the style guide (if any), all templates, specifications, programmers' notes, technical documentation and a listing of any Utilities required to implement or modify any of the functions of the Web Site.

 

(e) “Effective Date" means the date this Agreement is accepted by Customer selecting the "I Accept" option presented on the screen after this Agreement is displayed.

 

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

 

(g)“Site Specification”

The detailed written description of the Web Site's functional and aesthetic aspects including, without limitation, the Web Site design, functions, computer program operating features, interfaces and technical requirements of User.

 

(h) “Statement of Work” (“SOW”)

An electronic or written agreement between CNP and User that specifies the end result sought by both, along with a detailed description of the resources required and any applicable fees, to render and accomplish those services.

 

(i)“Source Code”

Computer programs in human-readable form, including programmers' comments, data files and structures, header and including files, macros, object libraries, technical specifications, and documentation reasonably required or necessary to enable an independent third party programmer with an appropriate level of programming skills to create, maintain, modify or enhance the Web Site.

 

(j) "User(s)" means You, Your employees, representatives, consultants, contractors, agents or affiliates who are authorized to use CNP’s servicesand have been supplied User identifications and passwords by Customer (or by CNP at Customer’s request).

 

(k)“Web site”

The so-called HTML/CSS/CMS driven "home page" on the World Wide Web for User, and other linked pages and all portions thereof, capable of running in a satisfactory manner on a computer system to be specified by User, including without limitation, all HTML or other formatted text files, all related graphics files, data files, modules, routines and objects, and the computer software and all other script or program files required to exploit such materials and that collectively control the display of and user interaction with the Web Site and have the features and capabilities described in the Site Specifications, together with all corrections and revisions thereof and all maintenance thereto.Without limitation of the foregoing, "Web Site" includes the complete Source Code for the Web Site and all portions thereof, all material created by CNP - Web Services or its permitted subcontractors hereunder and all related data or information required to enable User to support, maintain and modify the Web Site.

 

(l)“Work Product”

Any and all existing or to-be-developed parts, work-in-progress, components, elements, portions or aspects of the Web Site that are developed, created or contributed to by or on behalf of CNP - Web Services under the CNP proposal, terms and conditions, privacy policy, Web Hosting Services Agreement, and any and all other results or proceeds of the services of CNP - Web Services, and of all persons and entities rendering services, in connection with the Web Site from the inception of CNP - Web Services' and such persons' and entities' efforts with respect thereto, in each case including all physical embodiments thereof, whether or not incorporated in a Deliverable and including without limitation, object code, Source Code, the computer programming for the Web Site and Documentation, each Deliverable and each constituent portion and element of the foregoing.

 

2. Age Requirement:

 

Services and Software are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Software are not available to minors. User must be of adult age in User’s jurisdiction to agree to and enter into this Agreement on User’s own behalf and to register for use of the Service.If User is a minor, User must present this Agreement to User’s parent or legal guardian, and he/she must select an option to enter into this Agreement on User’s behalf.If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his/her use of the Service, including all financial charges and legal liability that he/she may incur.If you do not qualify, please do not use the Services and Software. CNP may refuse the Services and Software to anyone at any time, at CNP’s sole discretion. If you do not agree to (or cannot comply with) any of these terms and conditions, do not attempt to access the Service.

 

3. Registration: 

 

User warrants that:

  • The personal information which User is required to provide when User registers is true, accurate, current and complete in all respects; failure to do so may result in suspension or cancellation of Services;
  • User is not impersonating any other person or entity; and
  • User will notify CNP immediately of any changes to the personal information by e-mailing or telephoning CNP's customer service representatives.

 

4. Term: 

 

The initial term of this Agreement shall be as set forth in the Registration Form (the "Initial Term").The Initial Term shall begin upon commencement of the Services to User.After the Initial Term, this Agreement shall automatically renew.ADDITIONALLY AFTER THE INITIAL TERM, USER ACKNOWLEDGES, AGREES AND AUTHORIZES CNP TO AUTOMATICALLY BILL AND/OR CHARGE ON USER’S CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION.The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term".

5. Termination and Suspension: 

 

a. This Agreement may be terminated or cancelled;

 

  1.  by either party by giving the other party thirty (30) days prior written notice provided that CNP may charge User a minimum $ 30.00 charge as an early cancellation fee,
  2.  by CNP in the event of non-payment by User,
  3.  by CNP, at any time, without notice, if, in CNP's sole and absolute discretion and/or judgment, User is in violation of any term or condition of this Agreement and related agreements, AUP, or User's use of the Services disrupts or, in CNP's sole and absolute discretion and/or judgment, could disrupt, CNP's business operations and/or
  4.  by CNP as provided herein.

 

b. If User cancels this Agreement, upon proper notice to CNP, prior to the end of the Initial Term or any Term thereafter,

 

  1.  User shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation;
  2.  CNP may (but is not obligated to) refund User all pre-paid fees for basic hosting services for the full months remaining after effectiveness of cancellation (i.e., no partial month fees shall be refunded), less any setup fees, cancellation fees, and any discount applied for prepayment, provided that, User is not in breach of any terms and conditions of this AUP, User Agreement, Anti-Spamming Policy or Domain Policy; and/or
  3.  CNP may charge User fifteen percent (15 %) of all charges for all Services for each month remaining in the Term (other than basic hosting fees as provided in (ii) above).
  4.  Any cancellation request shall be effective fourteen (14) days after receipt by CNP, unless a later date is specified in such request.

 

 

c. Termination or Suspension by CNP for Cause.

 

CNP may terminate this Agreement, without penalty, if:

  1.  the Services are prohibited by applicable law, or become impractical or unfeasible for any technical reasons, Terms of Service or regulatory reason, by giving User as much prior notice as reasonably practicable; or
  2.  immediately, if CNP determines that User's use of the Services, the Web site or the User Content violates any CNP term of service, including the AUP, User Agreement, Anti-Spam Policy, Privacy Policy or Domain Policy.If CNP cancels this Agreement prior to the end of the Term for Your breach of this Agreement and related agreements, including the AUP, User Agreement, Anti-Spam Policy, Privacy Policy or Domain Policy or User's use of the Services disrupts CNP's network, CNP shall not refund to You any fees paid in advance of such cancellation and You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation; further, We may charge You 100.00% of all charges for all Services for each month remaining in the Term and CNP shall have the right to charge You an administrative fee of a $50.00 minimum.
  3.  Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein.The provisions of Sections 2(d), 3B, 4, and Sections 3, 4 and 5 of the General Clauses of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement.Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other Terms of Service or equitable rights or remedies to which CNP may be entitled.

 

 

Effect of Suspension or Termination:

 

Suspension:

Upon CNP’s suspension of User’s use of any Services, in whole or in part, for any reason, (i) fees will continue to accrue for any Services that may still be in use by User, notwithstanding the suspension; (ii) User remains liable for all fees, charges and any other obligations User has incurred through the date of suspension with respect to the Services; and (iii) all of User’s rights with respect to the applicable Services shall be withheld during the period of the suspension.

 

Termination:

Upon termination of this Agreement for any reason: (i) User remains liable for all fees, charges and any other obligations User has incurred through the date of termination with respect to the Services; (ii) all of User’s rights under this Agreement shall immediately terminate; and (iii) User shall immediately return, or if instructed by CNP, destroy all CNP property then in User’s possession.