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Master Services Agreement

THIS MASTER SERVICES AGREEMENT (“Agreement”) is made effective as of the Effective Date, by and between you (“Customer”), and VPLS, INC. and/or its Affiliates (“Host”).

WHEREAS, Host is engaged in the business of providing website hosting and other online delivery, maintenance, and support services.
WHEREAS, Customer desires to obtain hosting for its website(s) and other online materials, and to provide visitors to such website(s) with reliable access to the materials contained therein.
WHEREAS, Customer desires to engage Host for the purpose of providing certain of the foregoing hosting services.
WHEREAS, Customer and Host desire to enter into this Agreement to set forth the general terms and conditions under which Host will provide Customer with services and Customer will purchase services from Host.
NOW, THEREFORE, in consideration of the mutual conditions and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms have the following meanings:

2. MASTER AGREEMENT

The term and conditions contained in this Agreement shall be binding upon any Service Order together with any supplemental terms and conditions, including the SLA, Acceptable Use Policy, Privacy Policy, and any other exhibit to this Agreement.

3. TERM AND TERMINATION

4. RESPONSIBILITIES OF THE PARTIES

5. RESTRICTIONS

6. PAYMENTS

7. DISCLAIMER OF WARRANTIES

8. LIMITATION OF LIABILITY

9. INDEMNIFICATION

10. FORCE MAJEURE

In no event shall either party have any claim or right against the other arty for any failure of performance (except for Host’s right to seek payment of all accrued charges) due to causes beyond that party’s reasonable control, including, but not limited to: acts of God, fire, explosion, vandalism, fiber optic cable cut, storm, flood or other similar catastrophes; any law, order, regulation, direction, action or request of the United States Government, or of any other government, including state and local governments having or claiming jurisdiction over either of the parties or of any department, agency, commission, court, bureau, corporation, or other instrumentality of any one or more said governments, or of any civil or military authority; national emergencies; unavailability of materials or rights-of-way; insurrections; acts of terrorism; riots; wars; strikes; lock-outs, work stoppages or other labor difficulties; or supplier failures, shortages, breaches or delays.

11. INTELLECTUAL PROEPRTY RIGHTS

Subject to the license granted to Host in Section 4.2(b), neither party shall use any copyrights, patents, trade secrets, trademarks, trade names, service marks, license rights or other intellectual property rights (collectively "Intellectual Property") owned, licensed or used by the other party. Upon the expiration or termination of this Agreement or any applicable Service Order, any Intellectual Property, including any copies thereof, shall be returned to the other party. Each party hereby disclaims any right, title and interest in any Intellectual Property owned, used, or licenses by the other party.

12. IP ADDRESS OWNERSHIP

Host shall maintain and control ownership of all IP numbers and addresses that may be assigned to Customer by Host. Host reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses upon five (5) days prior written notice to Customer.

13. CONFIDENTIAL INFORMATION

The parties agree not to use the other's Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of the parties' respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other's Confidential Information to any third person except as follows: (i) to our respective service providers, agents and representatives, provided that such service providers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement; (ii) to law enforcement or government agency if requested, or if either of us reasonably believes that the other's conduct may violate applicable criminal law; (iii) as required by law; or (iv) in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven (7) days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice.

14. NON-SOLICITATION

During the Term and for twelve (12) months thereafter, Customer agrees that Customer, either on Customer’s own behalf or in conjunction with any third party, will not directly or indirectly solicit Host's employees, independent contractors or agents for employment, consulting or other services for either Customer or any third party without the prior written consent of Host.

15. GENERAL PROVISIONS

Last Updated July 6th, 2015
Download PDF version of VPLS MSA Terms and Conditions