EXHIBIT 10.29
The New World of Business(TM) VERIO
xxx.xxxxx.xxx
Phone: 000-000-0000 Fax: 000-000-0000
ACCESS SERVICE AGREEMENT and SERVICE ORDER -1/12/99
---------------------------------------------------
Company: Surgical Safety Products Verio AE Xxxx Xxxxx Verio Partner
Billing Hosp.
Contact: Xxx Xxxxxxxx Contact: Contact: Xxxx Xxxxxx
Phone: 000-000-0000 Phone: Phone: 000-000-0000
Fax: 000-000-0000 Fax: Fax::
Pager: Pager: Pager
email: XxxX@XXX-XXX.xxx email: email:
Install SMH Billing Address:
Address: 0000 Xxxxxxx Xxxxx
34239-3555
PO ___ # Check X Visa: MC: Amex:
Verio Services:
Access Services Account Details Set-Up Fee Monthly Charge
ADSL Platinum Verio orders circuit $60 $199
static IP address
Access Service Subtotals
Hardware and Software
Item # Description Mfr.Part# Price Qty Extend Price
1
2
Hardware Subtotal
To Begin Service (hardware fees, set-up fees and first month of service) _______
--------
Any interruption in any Service(s) that is caused by the malfunction or
interruption of any telecommunications services or facility including, but not
limited to, cables and fiber optic lines order by Verio on behalf of Customer or
purchased directly by Customer in connection with the Service(s) will not be
deemed a breach of Verio's obligations under this Agreement.
Set-up includes installation fees and associated set-up and configuration of
customer premise equipment.
VERIO is acting only as a reseller of hardware and software offered under
this Agreement, which was manufactured by a third party ("Manufacturer"). Verio
shall not be responsible for any changes in Service(s) that cause haredware or
software to become obsolete, require modification or alteration or otherwise
affect the performance of the Services. Any malfunction or manufacturer's
defects of equipment either sold or provided by VERIO to Customer or pruchase
directly by Customer in connection with the Service(s) will not be deemed a
breach of VERIO's obligation under this agreement. Customer shall use its best
efforts to protect and keep confidential an intellectual property provided by
VERIO to Customer through any hardware or software and shall make no attempt to
copy, alter, reverse-engineer, or tamper with such intellectual property or to
use it other than in connection with the Services. Prices do not inculde the
cost of shipping and handling of equipment.
Shift into Overdrive includes the tree use by Customer of equipment for the
Term Commitment and any renewal thereof. Upon termination of this Agreement for
any reason, Customer shall return the equipment to VERIO within thirty (30) days
of any such termination. If the equipment is not returned within such thirty
(30) day period, Customer shall pay pVerio 75% of the retail value of the
equipment.
Technical Information
Domain Name_________________________________New___Modify___Transfer___Delete___
Verio OrdersCircuit?___ Login Name_______________ POP Mail___ SMTP Mail___
copy current records___ IP Addresses 0_ 1_ 8_ 16_ 64_ 128_ 256_ Other_
Please read the attached Terms and Conditions. By signing this document,
customer agrees to be bound by the Terms and Conditions set forth herein.
/s/Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx VP Sales/Marketing 2/16/99
------------------------------------------------------------------------------
Signature Printed Name Title Date
Term Commitment: Beginning on date Verio begins billing customer,
13 Month ___ Two Year___ Three Year___
--------
Domain Name Registration Fee: 75$ (includes registration fee paid to
Internic for first two years of registration. Internic will charge additional
fees for each additional year of registration).
The New World of Business(TM) VERIO
xxx.xxxxx.xxx
Phone: 000-000-0000 Fax: 000-000-0000
ACCESS SERVICE AGREEMENT TERMS AND CONDITIONS
1. This Agreement applies to the purchase of all services (collectively, the
"Services") ordered by Customer under this agreement.
2. Customer shall pay the fees and other charges for each service as provided
in this Agreement. VERIO reserves the right to change rates by notifying
Customer sixty (60) days in advance of the effective date of the change;
provided that VERIO shall not change any rates during the term of any Term
Commitment. Billing for Services will commence when a VERIO hub and a
telephone circuit/line are prepared to route IP packets to Customer's
location. Service charges shall be invoiced monthly, and payment shall be
due on the date specified in the invoice ("Due Date"). Set-up charges shall
be invoiced upon acceptance of this Agreement by VERIO. Charges for
equipment shall be invoiced upon shipment. Customer will pay a late payment
charge equal to 1.5% (or the highest amount permitted by law, which ever is
lower) per month or portion thereof on the outstanding balance of any
invoice remaining unpaid thirty (30) days after Due Date. Accounts unpaid
thirty (30) days after the Due Date may have service suspended or
terminated. Such suspension or termination shall not relieve Customer of
its obligation to pay the monthly fee. Customer agrees to pay VERIO its
reasonable expenses, including attorney's fee and collection agency fees,
incurred in enforcing its rights under this Agreement. Customer shall pay
all federal, state and local sales, use, value added, excise, duty and any
other taxes assessed with respect to the Services and the sale of equipment
to Customer, except that taxes based on VERIO's net income shall be the
responsibility of VERIO.
3. This Agreement will be automatically renewed on a month to month basis at
the end of the Term Commitment unless Customer provides ninety (90) days
written notice to VERIO of termination of this Agreement. In the event of
early cancellation of a Term Commitment, Customer will be required to pay
75% of VERIO's standard monthly charge for each month remaining in the Term
Commitment.
4. Customer shall at all times adhere to the VERIO Acceptable Use Policy
located at xxxx://xxx.xxxxx.xxx/xxxxx/xxxxxx.xxxx as amended from time to
time by VERIO effective upon posting of the revised policy at the URL.
Notwithstanding anything to the contrary contained herein, VERIO may
immediately take corrective action, including disconnection or
discontinuance of any and all Services, or terminate this Agreement in the
event of notice of possible violation by Customer of the VERIO Acceptable
Use Policy.
5. VERIO exercises no control over, and accepts no responsibility for, the
content of the information passing through VERIO's host computers, network
hubs and points of presence (the "VERIO Network"). VERIO MAKES NO
WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT FOR THE SERVICES OR ANY EQUIPMENT VERIO
PROVIDES. NEITHER VERIO, ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY
INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, WARRANT THAT THE
SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NO DO ANY OF THEM MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION
SERVICED OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES.
VERIO IS NOT LIABLE FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR
FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF ITS CUSTOMERS VIA THE
SERVICE(S) PROVIDED BY VERIO.
6. Customer will indemnify, save harmless, and defend VERIO and all employees,
officers, directors and agents of VERIO (collectively "indemnified
parties") from and against any and all claims, damages, losses,
liabilities, suits, actions, demands, proceedings (whether legal or
administrative) and expenses (including but not limited to reasonable
attorney's fees) threatened, asserted, or filed by a third party against
any of the indemnified parties arising out of or relating to the use of the
Services, including any violation of the VERIO Acceptable Use Policy.
7. IN NO EVENT SHALL VERIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR USE, BY
CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR
STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF VERIO HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. In no event will VERIO's liability for any
damages, losses and causes of action whether in connect or tort (including
negligence or otherwise) exceed the actual dollar amount paid by Customer
for the Service which gave rise to such damages, losses and causes of
actions during the 12-month period prior to the date the damage or loss
occurred or the cause of action arose. VERIO shall not be liable for
failure or delay in performing its obligations hereunder if such failure or
delay is due to circumstances beyond its reasonable control, including,
without limitation, acts of any governmental body, war, insurrection,
sabotage, embargo, fire, flood, strike or other labor disturbance,
interruption of or delay in transportation, interruption or dely in
telecommunications services or inability to obtain raw materials, supplies,
or power used in or equipment needed for provision of the Services.
8. The validity, interpretation, enforceability, and performance of this
Agreement shall be governed by and construed in accordance with the law of
the State of Colorado. This Agreement may not be amended except upon the
written consent of the parties; provided that the VERIO Acceptable Use
Policy may be amended from time to time by VERIO. No failure to exercise
and no delay in exercising any right, remedy, or power hereunder shall
operate as a waiver thereof, no shall any single or partial exercise of any
right remedy or power hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, or power provided
herein or by law or in equity. The waiver by any party of the time for
performance of any act or condition hereunder shall no constitute a waiver
of the act or condition itself. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, and
assigns. Customer may not assign this Agreement without the prior written
consent of VERIO. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be invalid, unenforceable, or void, the
remainder of this Agreement shall remain in full force and effect.
This Agreement supercedes all previous representation, understandings or
agreements and shall prevail notwithstanding any variance with the terms and
conditions of any order submitted. Acceptance of this Agreement by VERIO may be
subject, in VERIO's absolute discretion, to satisfactory completion of a credit
check. Activation of service shall indicate VERIO's acceptance of this
Agreement. Use of the VERIO Network constitutes acceptance of this Agreement.
Customers Initials /s/ DL
