Legal | Agreements

Agreements

1. Service Agreement

a. The following Terms and Conditionas are incorporated into the signed Service Agreement between you ("You" or "Customer" or "Client") and MindFire Technologies, Inc ("MindFire") that refers to these Terms and Conditions. These Terms and Conditions with the signed Service Agreement constitute a legal document that details your rights and obligations as a customer of MindFire.

b. Please review these Terms and Conditions. By signing the one page agreement referencing these terms, you agree to be bound by the Terms and Conditions set forth in this document. Moreover, these terms and conditions supersede any and all written alterations to the one page agreement referencing these terms unless such suggested alterations are specifically initialed by an authorized MindFire representative.

c. If MindFire makes a change to this Service Agreement that has a material impact on the Service, you will be provided a notice of that change. Your continued use of the Service following such notice constitutes your acceptance of those changes.

2. Renewal/Termination

This agreement shall be for the term of one year, unless a different term is indicated in a separate written document. Such term shall begin on the date MindFire activates the Service outlined in the Agreement. This agreement shall upon expiration, be renewed on a month to month basis, unless a different renewal term is indicated in a separate written document or unless written notice of cancellation is provided no later than sixty (60) calendar days prior to the expiration of the Agreement. Termination by the Customer shall not create the right to a refund of any fees paid or payable. Such termination shall be effective upon the end of the current billing cycle, and any applicable termination fees as outlines in this Agreement shall then be due and payable. If customer requests and MindFire agrees to provide service on a month to month basis, customer will be required to give MindFire sixty (60) day notice to terminate service under the month to month arrangement. Requests for service on a month to month basis must be made prior to the 60 day notice necessary to cancel service prior to auto renewal.

3. Early Termination Fee

If Service is terminated, either in whole or in part, prior to the selected term expiration, then customer shall pay an early termination fee equal to the total number of remaining months in the term of the applicable Service Order(s), multiplied by fifty (50) percent of the monthly recurring charges, to be paid by the customer at the non-promotional rate.

4. Payment

a. Services are billed at the beginning of the period when services are being rendered. Any balance past-due will be billed at 5% per month finance charge. MindFire reserves the right to terminate service without warning to any customer with an outstanding balance exceeding 45 days past due. If Service is terminated for non-payment, you will be liable for the remainder of your Agreement immediately.

The effective start date of each service shall be the first day of the contracted service being placed into billing as determined by MindFire.

b. Inclusion of credit/debit card information on this agreement hereby authorizes MindFire to charge all setup, service, and monthly charges (including renewal of this Service) to Customers Credit/Debit Card, without further notice to the Customer. Inclusion of Customer's tax identification number or social security number authorizes MindFire to access your personal credit report to make judgement on credit worthiness before services are extended.

c. Pricing quoted by MindFire for service does not include any taxes, fees, or surcharges that may be applicable unless otherwise stated on Agreement. Customer will be responsible for paying the appropriate taxes, fees, and surcharges for the services ordered.

5. Limitations of Liability

a. MindFire shall not be liable to the Customer for any loss, damage, liability, claim or expense rising out of or in relation to this Agreement, the Services, or MindFire's equipment.

b. MindFire does not guarantee actual dates of installation, or dates of service delivery. Any dates quoted by a MindFire representative are meant as estimates only. MindFire shall not be liable for any loss, damage, claim, or expense rising out of or in relation to installation dates, times, or any other scheduling factors.

c. Customer shall have the ability to dispute invoices for service charges, equipment fees, taxes, fees or any other item for a maximum of six months from the time the customer receives the invoice from MindFire. MindFire shall also only be able to invoice customer for missing items for a maximum of six months.

e. For any credits associated with any outages or service issues in any given month, MindFire's maximum liability will be the customer’s service charges for that month.

7. Self-Modification Waiver

a. MindFire shall not be liable for any outages, disruptions, damages, or expense rising out of or in relation to the Customer, any of it's representatives, or any others in the Customer's facility modifying configurations, physically moving connections, or disconnecting devices.

b. MindFire shall not be liable to the Customer for any loss, damage, liability, claim or expense rising out of or in relation to the Customer modifying their web presence that is managed by MindFire.

8. Notices

All notices given by any party or required under this agreement shall be in writing and addressed to:

MindFire Technologies, Inc.
Attn: Agreement Administration
5680 Eatonton Rd.
Madison, Georgia 30650

10. Acceptable Use Policy

a. You agree that you will NOT use the Service to:

b. You understand and agree that any attempt to break security, or to access an account which does not belong to you, will be considered a material breach of these Terms and Conditions, and such breach may result in suspension or termination of the Service, and possibly referral to law enforcement authorities. Unauthorized access to the Service, to restricted portions of the Service, or to the telecommunications or computer facilities used to deliver the Service, is a breach of these Terms and Conditions whether or not such activities are a violation of law. Further, you are required to take adequate security measures to prohibit others from unauthorized access or use of the Service, and you must take prompt remedial measures upon notice of breaches, or potential breaches, of security.

c. Violations of MindFire's Acceptable Use Policy may also be considered a material breach of these Terms and Conditions and may also result in suspension or termination of the Service.

d. MindFire reserves the right to suspend or terminate the Service to you, or to suspend or terminate any electronic mail address, IP address, Universal Resource Locator or domain name used by you, in the event it is used in a manner which (i) constitutes violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws); (ii) is defamatory, fraudulent, obscene or deceptive; (iii) is intended to threaten, harass or intimidate; (iv) tends to damage the name or reputation of MindFire.

e. Under no circumstances will MindFire be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

11. Indemnity

You agree to indemnify and hold MindFire and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of this Service Agreement, your violation of the Acceptable Use Policy, or your violation of any rights of another.

12. Termination For Cause

MindFire may immediately terminate all or a portion of your service, or suspend any or all access to all or a portion of the service, without notice, for conduct that MindFire believes is: (a) illegal, fraudulent, harassing or abusive; (b) a violation of these Terms and Conditions, any policies or guidelines posted by MindFire on the service; or (c) harmful to other users, third parties, the service, or the business interests of MindFire. If MindFire has terminated a portion, but not all, of your access to the service for the foregoing reasons, you will nevertheless be responsible for the all charges for the service. Use of a service for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to the Customer.

If you file a claim against MindFire, or a claim that in any way involves MindFire, then MindFire may terminate your service. Upon termination of your service, MindFire will have no obligation to notify any third parties nor will MindFire be responsible for any damages that may result or arise out of termination of your service. Termination or suspension by MindFire of service to a Customer also constitutes termination or suspension (as applicable) of that Customer's license to use the Software.

13. Modifications To Service

a. MindFire reserves the right to modify or discontinue, temporarily or permanently, at any time and from time to time, the Service (or any function or feature of the Service or any part thereof) with or without notice. You agree that MindFire will not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service.

b. MindFire may be required to modify its pricing for service provided to you in case of carrier/provider price increases, regulatory price increases or general price increases. In case of a price increase to customer, MindFire shall provide customer with a minimum of 30 day notice. Customer may terminate service with no liability in case of such price increase by MindFire.

15. Additional Agreements

a. If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this agreement will remain in full force and effect.

b. The Customer may not sell, transfer, or assign this agreement without the prior written consent of MindFire.

c. Any alterations made to this Agreement by the Customer are null and void without the signature of an authorized MindFire employee. Furthermore, the signed contract will remain in force (less the Customer alterations) according to the terms of this agreement.

d. Customer agrees that by signing an agreement referencing these terms, customer is bound to all terms and conditions as outlined in this agreement.

e. The section titles and paragraph headings in these Terms and Conditions are for convenience only and have no legal or contractual effect.

f. This document and the Service Order constitute the entire agreement between Customer and MindFire. No verbal agreements will override these documents. Addendums to the MSA must be specifically signed by an authorized representative of MindFire.

1. Service Level Attachment

a. The following Service Level Terms and Conditions are incorporated into the signed Service Agreement between you (“You” or “Customer”) and MindFire Technologies, Inc. (“MindFire”) that refers to this Service Level Attachment. This Service Level Attachment constitutes the service level commitment of MindFire to you as a Managed Services customer.

b. Please review this Service Level Attachment. By signing the one page contract referencing these terms, you agree to be bound by the Service Level Terms and Conditions set forth in this document.

c. If MindFire makes a change to this Service Level Attachment that has a material impact on the Service, you will be provided notice of that change. Your continued use of the Service following such notice constitutes your acceptance of those changes.

2. Definitions

3. Mean Time To Respond

3.1. Service Level Commitment

MindFire is committed to maintain a maximum response time of two (2) business hours. MindFire will accept maintenance requests from Customers Monday-Friday 9:00am - 5:00pm. Within two (2) business hours of opening a ticket, a MindFire representative will attempt to contact the Customer through the ticket system and inform the Customer of updates to the ticket.

3.2. Measurement and Calculation

Elapsed time is measured from the time a particular trouble ticket is opened to the time MindFire attempts to contact the Customer with a status update of the trouble reported minus time outside of business hours. The “Mean Time to Respond”calculation is as follows:

SUM of ((Time Representative Attempts to Contact Customer - Time Maintenance Requested) - Time Outside of Business Hours)
—————————————————————————
(Number of Trouble Tickets Opened During the Measurement Period)

3.3. Excluded Items

The following shall be excluded from any determination of Mean Time To Respond:

When response is not met due to Acts of God or nature, scheduled maintenance, the act or failure to act of Customer or any party other than MindFire or any action or event beyond MindFire's reasonable control

4. Mean Time To Resolution

4.1. Service Level Commitment

For website maintenance tickets, MindFire is committed to maintain a maximum of 48-hour maintenance time. For website trouble tickets, MindFire is committed to maintain a maximum of 12-hour restore time.

4.1. Measurement and Calculation

4.3. Excluded Items

The following shall be excluded from any determination of Mean Time To Resolution:

Trouble tickets caused due to customer or their authorized representatives modifying their configurations that are managed by MindFire.
Trouble tickets due to MindFire or third-party vendors scheduled maintenance windows.
Trouble tickets due to the failure of any components due to negligence or intentional misconduct of the Customer or their representatives.
Trouble tickets for which MindFire cannot access required facilities due to inaccessibility beyond MindFire's reasonable control.
Trouble tickets due to Acts of God or nature.
"No Trouble Found" trouble tickets
Trouble Tickets caused by the act or failure to act of Customer or any party other than MindFire or caused by any action or event beyond MindFire's reasonable control