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Overview

This Agreement states the terms and conditions by which Forix SpamFilter will deliver and Customer will receive any or all of the services provided by Forix SpamFilter, including filtering of emails for spam and viruses, managed services and professional services. The specific services and/or products to be provided hereunder are identified in the order Form or First Invoice are applicable to this agreement. Forix SpamFilter will provide the customer the services and/or products as described in the order form or First invoice at the usage prices mentioned in the Invoice.

Delivery of Services; Terms; Fees

By submitting an Order Form, placing an order through our website, or by verbally asking Forix SpamFilter to provide services and Customer agrees to receive and pay for, and, Forix SpamFilter agrees to provide, the Service's described in the order form or the first invoice.

Term

Unless otherwise mentioned on the Order Form / First Invoice, all services are provided on a month-to-month basis.

Payments

1. Acceptable Payment Methods
   Forix SpamFilter accepts payments via:
   • Checks, Money Order and Bankers Checks: Drawn in favor of Forix SpamFilter. checks should be mailed to Accounts Receivable, Forix SpamFilter, 1717 Park Street, Suite 110, Naperville, IL 60563. All payments mailed to Forix SpamFilter should clearly mention the invoice number to which the payments need to be applied to.
   • Credit Cards: Pugmarks accepts American Express, Discover, Visa and Master Card. Please note that on your credit card statement, charges would appear as either Pugmarks, Inc. or Pugmarks.
     
     
2. Payment Terms
   All payments towards monthly services are due and payable by the due date mentioned on the invoice. First day after the expiration of the free trial period shall be the monthly billing anniversary and all future orders would be prorated to this date.
   All payments shall be made in US Dollars.
   
   Late Payments
   Any payment not received within seven (7) days of the due date will be considered late and will result in service interruption. Services interrupted due to late payments would be reinstated only after receiving the overdue amounts in full, a re-connection fee of $25.00 and a late fee of $25.00.
   
   Payments not received within fifteen (15) days would result in suspension of services. Upon suspension of services, Forix SpamFilter will have rights to remove all customer data from its servers. Reactivation of suspended services will require payment of all overdue amounts and re-activation fee of $100.00. Forix SpamFilter reserves the right not to reactivate a suspended account.
   
   Forix SpamFilter shall not be responsible for any loss of data or unavailability of services that may occur due to non-payment.
   
   
3. Refunds and Disputes
   All payments to Forix SpamFilter are nonrefundable. This includes any one time setup fee and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days from the date of invoice. If Customer disputes a Forix SpamFilter charge to their credit card with their credit card issuer that, in Forix SpamFilter’s sole discretion is a valid charge under the provisions of the TOS, Forix SpamFilter, at its own discretion, may suspend services on your account. Reactivation of suspended services will require payment of all overdue amounts and re-activation fee of $100.00. Forix SpamFilter reserves the right not to reactivate a suspended account.
   
   
4. Failure to Pay
   Forix SpamFilter strongly suggests that to cancel your account, you follow the Termination process. Forix SpamFilter reserves the right to report any default in payment to a collection agency.

Termination

Either party may terminate this Agreement by providing a written notice, at least one week (7 days) but not more than thirty (30) days in advance to the other party. The Customer may send termination notice to Forix SpamFilter either by:

• Mailing the written request to Customer Service, Forix SpamFilter, 1717 Park Street, Suite 110, Naperville, IL 60563.
• Faxing the request to attention of Customer Service, Pugmarks at +1-630-579-1256.
• Submitting a ticket by logging on to the Customers area on the Forix SpamFilter support system.

Neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms. However, if Customer terminates this Agreement, under the terms that are not in accordance with the terms of this Agreement, Customer would be liable to pay the balance monies payable to Forix SpamFilter for the remaining term of the Agreement.

Taxes

All fees charged by Forix SpamFilter for Services are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based on Forix SpamFilter’s net income.

Security Breach

Customer agrees that the security of its account is solely its own responsibility. Customer understands that Internet and other various networking communication medium are not secure, unless explicitly specified as such, and may be subjected to interception or loss. Forix SpamFilter makes no warranties of any kind, express, implied or statutory concerning the data or information available through the Forix SpamFilter's network. In no event will Forix SpamFilter be liable to the customer for any indirect, incidental or consequential damages arising out of the services or any products provided under this agreement, even if the company has been advised of the possibility of such damages. Customer further agrees that if it believes the security of its account has been compromised in any way, it will notify Forix SpamFilter immediately by telephone at 630-723-5509 and in writing by registered mail return receipt requested to Forix SpamFilter, 1717 Park Street, Suite 110, Naperville, IL 60563. Customer shall be held fully responsible for any misuse or compromise to its account for which Forix SpamFilter is not properly notified. Customer agrees that if any security violations are believed to have occurred in association with its account, Forix SpamFilter has the right to suspend access to the account pending an investigation and resolution. Customer also agrees that Forix SpamFilter has the right to co-operate in any government or legal investigation regarding any aspect of its services, including services sold to Customer.

Limitations of Liability

In no event will Forix SpamFilter would be liable or responsible for any type of incidental, punitive, indirect or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort (including negligence), strict liability or otherwise.

The parties acknowledge that Forix SpamFilter has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

Forix SpamFilter is responsible only for performance of mail filtering application. Customer further acknowledges that, performance of Forix SpamFilter application is dependent on proper functioning of the Internet and various third party vendors, Forix SpamFilter is dependent on proper functioning and performance of these third party resources, and Forix SpamFilter does not have any control over these third party services. Forix SpamFilter shall not be liable for payment of damages in any form to the Customer for any degradation or interruption in Forix SpamFilter application performance due to factors that are not controlled by Forix SpamFilter.

Indemnification

Customer will indemnify, defend and hold Forix SpamFilter harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively) resulting from any claim, suit, action, or proceeding (each, an "Action") brought by any third party against Forix SpamFilter or its affiliates alleging any infringement or misappropriation of any intellectual property right relating to the delivery or use of the Service's (but excluding any infringement contributory caused by the other party).

Miscellaneous Provisions

• Force Majeure:
  Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of Forix SpamFilter).
• Marketing:
  Customer agrees that during the term of this Agreement Forix SpamFilter may publicly refer to Customer, orally and in writing, as a Customer of Forix SpamFilter. Any other reference to Customer by Forix SpamFilter requires the written consent of Customer.
• Non-Solicitation:
  Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of Forix SpamFilter).
• No Third Party Beneficiaries:
  Forix SpamFilter and Customer agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or the customers of Customer.
• Governing Law; Dispute Resolution:
  This Agreement is made under and will be governed by and construed in accordance with the laws of IL USA. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration. There will be three (3) arbitrators (the Arbitration Tribunal), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in Chicago, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a court of law over the subject matter and parties.
• Severability Waiver:
  In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
• Assignment:
  This Agreement shall not be assignable by Customer without Planets prior written consent. Planet may assign the Agreement in whole or in part. This Agreement shall be binding upon and accrue to the benefit of any permitted assignee, and any such assignee shall agree to perform the obligations of the assignor.
• Notice:
  Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile, or mailed by registered mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed on the latest invoice or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.
• Relationship of Parties:
  Forix SpamFilter and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Forix SpamFilter and Customer. Neither Forix SpamFilter nor Customer will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein. Authorized representatives of Customer and Forix SpamFilter have read the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date first above written.