Welcome to Blue Robin!
We at Blue Robin Inc would like to extend our hand in order to walk you through any and all aspects of your internet presence; however, in order to do this in a reliable, friendly, and inexpensive way, we need to ask all of our clients to agree to the following service agreement. It is in place to protect not only Blue Robin Inc and all vested parties we encompass but also to protect you and your internet presence from any harm. By hosting or engaging in any related service with Blue Robin, all of our clients agree to the following terms and conditions. Thank you again for allowing us to service you!
All the best,
Blue Robin Inc Management
contact@bluerobin.com
p: 781-577-6000
f: 781-577-6001
STATEMENTS OF FACT
1. Blue Robin is a vendor of email, database, & web site hosting service and support.
2. Your company desires to procure, and Blue Robin agrees to provide, certain email, database, & web site hosting service and support under the terms and conditions set forth below.
AGREEMENT
In consideration of the mutual promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. TERM
This Agreement will have a term of one (1) month commencing on the day of signing. At expiration, the Term will automatically renew on a month-to-month basis unless either party terminates this Agreement with 15 days’ prior written notice to the other party.
2. PAYMENT
2.1. Invoicing/Payments. Invoices for Services and Costs will be provided monthly to you monthly and you will pay all invoices received from Blue Robin within thirty (30) days of the invoice date. If an invoice is subject to a good faith dispute, you will pay the undisputed portion of the invoice within thirty (30) days of the invoice date.
2.2. Past Due Payments. If payment is not received by Blue Robin within thirty (30) days of the invoice date, you will be considered delinquent. If such delinquency continues for an additional fifteen (15) days, then Blue Robin may cease to provide Services under this Agreement. Beginning on the 31st day after the invoice date, at the sole discretion of Blue Robin, you will be assessed a monthly late fee of $5 per month, per invoice that is late. You will be responsible for all costs associated with the recovery of delinquent, unpaid balances, including but not limited to collection agency fees, attorney fees, court costs and interest.
2.3. Payment Methods - ALL payments collected by Blue Robin will be either in the form of Credit Card (Amex, Visa, Mastercard, or Discover) charges and/or mailed Checks written to Blue Robin Inc. and mailed to our corporate address noted below.
3. CONFIDENTIALITY
You acknowledge that they may, in the course of, or incident to, performance of their obligations under this Agreement, obtain from the other trade secrets, technology, designs of technology and other proprietary and confidential information, financial information and other information not known by, or generally available to, the public at large. The proprietary information acquired by either party in the negotiation of this Agreement and during the Term will be held in confidence by the receiving party, its successors and assigns, and will not be used for the direct or indirect benefit of any person or entity without prior written consent of the other party. Each party shall have a duty to maintain in confidence any knowledge or information pertaining to the other party, and prevent disclosures to third parties. Blue Robin and yourself each agree to restrict dissemination of the other party’s proprietary and confidential information to its own personnel or agents on a “need to know” basis, and shall take reasonable steps necessary to insure that all agents and employees observe and perform the requirements of this Section 4.
4. INDEPENDENT PARTIES
The parties are independent contracting parties and neither party will be deemed to be the servant, employee or agent of the other party. Nothing contained in this Agreement will be deemed to create the relationship of partners, principal or agent, or joint ventures between the parties. Each party agrees that it has no right or authority to incur obligations of any kind in the name of or for the account of the other party nor to commit or bind the other party to any contract or other obligation.
5. WARRANTIES
Except for any warranties expressly made in this Agreement or any schedules to this Agreement, Blue Robin excludes all warranties, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose with respect to the Services.
6. LIMITATIONS OF LIABILITY
In no event will Blue Robin or your company be liable to the other for any consequential, exemplary, special, incidental or punitive damages arising from this Agreement, whether based on contract or other legal theory arising out of or related to this Agreement, even if either party had been advised of the possibility of such damages. Furthermore, except for claims based on breach of a party’s duty to protect the confidential information of the other or the failure of your company to pay for services furnished under this Agreement, liability of either party for any and all causes, whether for negligence, breach of contract, warranty or otherwise will not, in the aggregate, exceed the sum of all payments made by your company to Blue Robin for services provided under the Agreement.
7. SEVERABILITY
All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions shall not affect the validity or enforceability of the remaining provisions. The remaining provisions will be construed in such a manner as to carry out the full intention of the parties. Section titles or references used in this Agreement shall not have substantive meaning or content and are not a part of this Agreement.
8. ARBITRATION
All disputes under this Agreement shall be settled by arbitration in Boston, Massachusetts, before a single arbitrator pursuant to the rules of the American Arbitration Association. Arbitration may be commenced at any time by either party giving written notice to the other party that such dispute has been referred to arbitration under this Section 10. The arbitrator shall be selected by the joint agreement of Blue Robin and your company , but if they do not so agree within twenty (20) days after the date of the notice referred to above, the selection will be made pursuant to the rules maintained by the Association. Any award rendered by the arbitrator will be comprehensive and binding upon the parties and is to be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration will be specifically enforceable by the parties. The decision of the arbitrator will be final and binding and there will be no right of appeal. Each party will pay its own expenses of arbitration and the expenses of the arbitrator will be equally shared unless, if in the opinion of the arbitrator, any claim or any defense or objection was unreasonable, the arbitrator may assess, as part of his award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees) and of the arbitrator against the party raising such unreasonable claim, defense or objection.
9. FORCE MAJEURE
Neither party will be liable for any failure or delay in performance of its obligations hereunder by reason of any event or circumstance beyond its reasonable control, including, without limitation, acts of god, war, riot, strike, labor disturbance, fire explosion, telephone network failures, flood or shortage or failure of suppliers. If any delay in performance under this Section 11 continues for more than sixty (60) consecutive days, the unaffected party will have the right to terminate this Agreement with ten (10) days prior notice to the affected party.
10. ASSIGNMENT
Your company may not assign or otherwise transfer its rights and payment obligations under this Agreement without the prior written consent of Blue Robin.
11. AMENDMENT
This Agreement may be modified, amended or supplemented only by a writing signed by the authorized representatives of both parties to this Agreement. Such amendments, modifications or supplements will be deemed as much a part of this Agreement as if so incorporated herein.
12. TERMINATION
Either party may terminate this Agreement prior to its expiration if the other party fails to comply with the terms and conditions of this Agreement and such failure continues for ten (10) days after receipt of written notice from the non-breaching party. Such notice will be deemed to have been duly given if mailed by certified mail, return receipt requested with postage prepaid at the address specified in accordance with Section 5 of this Agreement. Sections 4, 7 and 8 will survive termination of this Agreement.
13. INTEGRATION
The parties acknowledge that they have read this Agreement in its entirety and understand and agree to be bound by its terms and conditions. This Agreement and the schedules or exhibits attached to it constitute a complete and exclusive statement of the understanding between the parties with respect to its subject matter. This Agreement supersedes any and all other prior communications between the parties, whether written or oral. Any prior agreements, promises, negotiations or representations related to the subject matter not expressly set forth in this Agreement or any exhibits or schedules are of no force and effect.
14. AGREEMENT CONTROLS
The terms, conditions and provisions of any invoice, billing statement, confirmation, or other similar document relating to the Services will be subject and subordinate to the terms, conditions and provisions of this Agreement. If there is a conflict between the terms, conditions and provisions of any such document and this Agreement, the terms, conditions and provisions of this Agreement will control.
15. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of laws principles.
BLUE ROBIN INC.
Name: Earl H. Gray, IV
Title: President