Click121.com: Service Agreement

SERVICE AGREEMENT

THIS AGREEMENT FOR SERVICES (hereinafter the “Agreement”) by and between Click1-2-1.COM Inc., a Florida corporation (hereinafter referred to as “Click”), and the person, Company, or other entity indicated in our application (hereinafter the “Company”).

Services/Term: While this Agreement is in effect, Click shall provide Internet initiated communication services to Company. Company will facilitate all information necessary to provide the service and will notify Click of any changes that may affect the Service. Click reserves the right to modify or suspend service or terminate this Agreement at any time without notice, and the particular features and performance of the Services shall be determined by Click. This Agreement becomes effective upon Click’s receipt of the completed service agreement application. The term of this Agreement is month to month and is automatically renewable unless terminated by either party pursuant to the terms of this agreement. Termination by Company must be in writing, effective at the end of the month in which the notice is received by Click.

Payment: Company agrees to pay Click the rates and charges applicable to the Services as established by Click from time to time. Activation fees, access fees, and deposits are prepay and usage fees are postpay subject to Click designated credit limits. Company is ultimately liable for expenses incurred in connection with services rendered in the event that the payment method initially selected is not successful. Company will remain liable for all charges accrued, including the full charges for the month for which the Company discontinued Services. Company will be responsible for full payment upon receipt of their invoice, whether electronic or paper. Company agrees to pay a late-payment fee of 1.5% (interest will accrue monthly) on any amounts not paid, or such lower amount as required by applicable law. A $15 service charge will be applied for returned checks. Company also agrees to pay Click all costs of collection incurred including, without limitation, attorney’s fees and costs at trial and on appeal. Click may at any time and without notice to Company, suspend or terminate Services in the event Company fails to pay pursuant to the Terms set forth herein, or if such action by Click would effectively mitigate damages in anticipation of Company’s breach. Click, in its sole discretion, may apply a credit limit on the amount of charges that Company may incur during any billing period. Company shall be primarily liable for and hereby assumes all responsibility for any applicable national, state, local, municipal, or any other tariffs, taxes or tax-related charges related to any of the Services or the performance of such Services. Upon service cancellation recorded deposits will be returned to the Company, less applicable amounts owed Click.

Disclaimer of Warranties and Limitations of Liability: See Terms of Service and Conditions of Use for Disclaimers and Limitation of Liability, which are incorporated by reference.

Terms of Service and Conditions of Use / Incorporation: This Agreement is subject to the Terms of Service and Conditions of Use and incorporated by reference. This item is updated periodically, and accepted by both Click and Company upon publication on Click's Web site. In the event of conflict between this Agreement and the Updated- Terms of Service and Conditions of Use, the latter shall prevail. Click will allow Company a reasonable length of time to comply with any changes made to the item.

Indemnification: The Company hereby represents that use of the Service will comply with all applicable laws and/or regulations, whether local, state, federal or foreign, in those places where the Company operates. The Company hereby indemnifies and holds harmless Click from and against any and all liabilities, lawsuits, penalties, claims or demands, arising out of the Company’s use of the Service. The Company will indemnify Click against any negligent or willful acts or omissions or those of persons engaged by Company, its agents, representatives, or subcontractors. Company agrees to defend Click at Click’s request against any such liability, claim or demand, and Click agrees to notify Company promptly of any written claims or demands against Click for which Company is responsible hereunder. This Section shall survive termination of this Agreement and use of the services.

Force Majeure/Governing Law: Neither of the Parties shall be liable to the other Party for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond the non-performing Party’s reasonable control, including, but not limited to, any delay caused by any act or omission of the other Party, acts of God, war, floods, windstorm, labor disputes or delay of essential materials or services. In the event of litigation between the Parties to enforce the provisions of or respect to this Agreement, the prevailing Party shall be entitled to reimbursement of attorney’s fees and costs at trial and on appeal. In the event it becomes necessary to enforce the terms of this Agreement, the Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida, and the Parties hereto submit to the jurisdiction and venue of the Courts of Miami-Dade County, Florida, and the Federal Court in and for the Southern District of Florida, to resolve any dispute arising hereunder or related hereto. Any interpretation of the law governing this Agreement shall be without regard to Florida’s or any other jurisdiction’s conflicts of law rules. This Agreement constitutes the sole and entire Agreement among the Parties pertaining to the subject matter contained herein and supersedes and cancels any and all prior or contemporaneous agreements or understandings, whether oral or written, among the Parties with respect to the subject matter contained herein.

Assignment: Company may assign or transfer this Agreement with the prior written consent and credit approval of Click.

Miscellaneous: Nothing herein may be waived or amended unless in writing by Click, and no modification or amendment of any provision of this Agreement shall be construed as a waiver, breach or cancellation of any other provision hereunder. In the event any of the provisions of this Agreement are deemed to be invalid or unenforceable by Court order, administrative agency or other governmental action, the unenforceable provision shall be deemed severable from the remainder of this Agreement to the extent permitted by law, and the remaining provisions of the Agreement shall remain binding and in effect.