TOP SPEED , LLC USER AGREEMENT
The person or entity identified below as the “User” agrees to receive access to the Top Speed, LLC Services (the “Services”) according to the following terms and conditions of this User Agreement (the “Agreement”) with Top Speed, LLC (“Provider”):
1. Provider shall configure User’s Services and provide the Services according to the specifications of the service ordered and Customer shall make all payments for use of the Services on standard Net-10 terms. Accounts past due 10 days or more are subject to service suspension, service reinstatement fees and late charges.
2. User acknowledges and agrees that use of any Service implies User's acceptance of all terms, conditions and licenses included in the Top Speed, LLC User Agreement.
3. Provider, in its sole business judgment, may terminate this Agreement immediately or suspend User’s access to the Services (including suspending or revoking public and private access to User’s Website, Dedicated Server, etc) upon any breach of this Agreement, including but not limited to, refusal or failure to pay for Services on a timely basis, rejection of any credit card charges or checks, or bank drafts, falsification of any information to provider including but not limited to credit card or bank information, company information or an incorrect address, or a determination by Provider, in it’s sole judgment, that User may be performing activities harmful to Provider, it’s employees, customers, vendors, business relationships, any other Users of the Internet, or in any way threatens the security of it's systems, customers, vendors or employees. Upon termination of this agreement all payment obligations of the User become immediately due and payable.
4. Should the User be in violation of this agreement or the Provider's Acceptable Use Policy the Service may be immediately suspended and no refund will be provided for the current service period. Should the violation of this agreement or the AUP be found to be intentional or malicious, additional remedies may be sought.
5. Provider will provide User with customer support pursuant to the Customer Care and Support Policies posted on the Providers Internet Website, other Services to provide at Provider’s standard rates. Provider may at any time without notice, change Customer Care and Support hours and policies, and procedures.
6. Provider reserves the right to change the Services without notice, including, but not limited to, access procedures, commands, documentation, directory or file structures, vendors and services offered, so long as the Provider continues to provide equivalent or greater functionality of current Services..
7. To the extent such action is necessary to protect the Top Speed Network or remedy AUP violations Provider may restrict or suspend User's account, including all services without liability to User. Provider will use reasonable efforts to notify User prior to any such restrictions or suspension. Provider will notify User promptly if and when such restrictions or suspension are no longer necessary. Suspension of the services as provided above shall not contribute towards any service credits.
8. User is responsible for all use of User’s account(s) and confidentiality of User’s password(s) and information. Provider will suspend access or change access to User’s account(s) within a reasonable time upon written notification that a User’s account(s) or information has been lost, stolen or otherwise compromised.
9. User may terminate service by written notice to the Provider at any time with 30 days written notice. Users of contracted services are subject to early termination fees.
10. Upon receipt of written termination all payment obligations of User will become immediately due and payable. Provider may immediately cease providing services whether the user account is past due or not.
11. Any onsite VoIP system contracted for use by the User must be kept in good, clean working (like new) order during the life of the service. Should any device become non-functioning User must notify Provider immediately or User will be charged the full replacement cost of the device.
12. Upon termination of any contracted VoIP service where the devices are included within the contracted amount, all devices must be returned to the Provider in good working "like new" condition within 30 days of the last date of service or the User will be charged the full replacement value of the device(s).
13. Any equipment returned to Provider must be delivered, prepaid and packaged appropriates in the original packaging or equivalent for safe shipment to Provider. Returns may be refused and sent back to the customer at the customer's own cost, or accepted at the sole discretion of Provider and based on the condition of the product as it is received. If during the shipping process, loss or damage occurs to equipment, the User will bear the financial responsibility.
14. User must obtain an RMA (Return Merchandise Authorization) from Provider before returning any non-functioning equipment, and non-functioning equipment must be returned within ten business days of receipt of the RMA. All equipment must be returned in "like new" condition including the original packaging. Credit will be issued by Provider based on the condition and is at their sole discretion.
15. Customer is responsible for all return shipping fees.
16. Provider maintains control and any ownership of any and all IP numbers and addresses that may be assigned to User and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses.
17. User agrees to use the Services in a manner consistent with any and all applicable laws and to follow the “acceptable use policy” and "terms of service" or any such similar policy of Provider or any network accessed by User.
18. User HEREBY AGREES THAT ANY MATERIAL SUBMITTED FOR PUBLICATION ON PROVIDER THROUGH USER’S SERVICES WILL NOT VIOLATE OR INFRINGE ANY COPYRIGHT, TRADEMARK, PATENT, STATUTORY, COMMON LAW OR PROPRIETARY RIGHTS OF OTHERS, OR CONTAIN ANYTHING LIBELOUS.
19. Provider reserves the right, in its sole discretion, to remove User’s files and information and return such files in a reasonable time to User after one or both parties terminates the Agreement.
20. DISCLAIMER OF WARRANTY. THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT BY WAY OF LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF NON-INFRINGEMENT, ARE MADE WITH RESPECT TO THE SERVICES OR ANY INFORMATION OR SOFTWARE THEREIN. SOME STATES DO NOT ALLOW LIMITATIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
21. Provider is not responsible for User’s files and information residing on Provider. User is solely responsible for independent backup of data stored on any of Provider’s systems.
22. Due to the public nature of the Internet, all information should be considered publicly accessible and important or private information should be treated carefully. Provider is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network Provider or User may utilize.
23. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR OTHERWISE, PROVIDER WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (l) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID BY User FOR THE SERVICES UNDER ITS CUSTOMER CONTRACT DURING THE TWELVE MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE OR (ll) FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR FILES, PROFIT, GOODWILL, TIME, SAVINGS OR REVENUE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
24. Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or dely in its performance under this Agreement due to any cause beyond it's reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shorage or dispute, governmental act or failure of the Internet, provided that the delayed party: (i) gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to correct such failure or delay in performance.
25. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, excluding its conflict of law rules and the parties hereby consent to the exclusive jurisdiction of the state and federal courts located in and for the County of Washoe, Nevada. The prevailing party shall be entitled to recover reasonable costs and attorney's fees.
26. Non-enforcement of any section of this Agreement by either party does not constitute a waiver or consent and both parties reserve the right to enforce this Agreement at their direction.
27. If any one or more paragraphs in this Agreement is found to be unenforceable or invalid, User’s and Provider’s agreement on all other paragraphs shall remain valid.
28. All notices to Provider or equipment returns shall be sent to:
Top Speed, LLC
8755 Technology Way, Suite J
Reno NV 89521 USA
29. All notices to User shall be provided at the address set forth in its Customer Contract. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
The benefits of or rights conferred by this Agreement are non-transferable. Use of Provider accounts is expressly limited to the individual, business or other entity whose name appears on the account. By using Provider's services, User acknowledge the above information is correct and acknowledges responsibility for payment on this account. By commencing use of Provider's services User agrees they have read and fully understand, and agree to this Agreement. User warrants that they are more than 18 years of age. If any representation made by User herein is untrue, then Provider has the right to immediately terminate all services and collect any damages caused as a result of such misrepresentation. User agrees to immediately inform Provider of any changes in the above information.
Top Speed, LLC User Agreement / Updated 11/16/2015