WebDudes Internet Service Agreement

Client desires to hire WebDudes to provide the internet services specified in their order form. The fees are those established on WebDude's web site and in effect at the time of each renewal period. WebDudes will notify all customers at least 30 days in advance of any fee increases.

Client's Data Responsibilities: Client will supply all graphics and other data that goes into the files unless otherwise agreed. Client agrees to keep all files backed up at his local business for restoration in case of loss from any cause.

Term: This agreement is for 3 months and is automatically renewed each quarter via the agreed billing method (credit card or check).

Payment: Payment is due on the 1st of each renewal period IN ADVANCE. Payments are considered fully earned and are non-refundable.

Indemnifications by Client: Customer agrees to indemnify and hold Dudes harmless from and against any and all losses, claims, demands, damages, liabilities, costs and expenses, including but not limited to reasonable attorney's fees and cost of suit arising out of Client's use of Dude's service/s and equipment. Such indemnification shall include, but not be limited to, claims for libel, slander, infringement of copyright, theft or misappropriation of intellectual property, or unauthorized use of any trademark, trade name, or service mark. Notification either verbally, electronically or otherwise to WebDudes by customer that customer intends to litigate disputes with WebDudes shall constitute customer's immediate cancellation of this contract and WebDudes shall have the right to immediately discontinue service for the account.
In the case of customers that are colocating servers in WebDude's facility WebDude's shall hold a lien on such servers and have the right to keep or sell such servers in order to pay for past due invoices without recourse by customer.

Force Majeure: Interruptions, Discontinuances, Errors and Omissions: Dudes is not and shall not be responsible for interruption or discontinuance of service due to factors beyond its reasonable control, including but not limited to acts of God, failure of government agencies, internet registration companies or other outside businesses or entities which WebDudes has no management role, to provide necessary approvals, interference or power outages, hardware and/or software failures or other errors or omissions. Dudes also is not, and will not be, responsible for any act or omission of any participating common carrier or carriers which may be furnishing a portion of the service, nor for the failure of any third party to supply equipment to Dudes or Client. Dudes will attempt to resolve in good faith and use all reasonable resources to maintain services identified in this agreement. Credits for interruptions caused by Dude's gross negligence, will be allowed on a pro rata basis calculated to the nearest hour: from the time Client first notifies Dudes regarding the interruption.

Limitations of Damages: Neither party shall be liable to the other party for any indirect, incidental or consequential damages, including loss of profits, arising from the failure of the other party to perform its obligations under this Agreement. Liability of Dudes for any direct damages to perform its obligations under t his agreement shall extend only to Client and shall be limited to an amount equal to the amounts paid by Client to Dudes hereunder and in no event shall Dudes be liable to customer for amounts in excess of such limit.

Governing Laws: Service provided hereunder are subject to the regulations and orders of the Federal Communications Commission and other federal, state and local laws. If Dudes determines that such regulation and orders require that this Agreement be modified or terminated, it shall promptly notify customer and the party's rights and obligations shall thereupon be changed to the extent necessary to comply with the law. It is the intention of the parties hereto that the internal laws of the State of California shall govern the validity of this Agreement, the construction of its terms and the interpretation and enforcement of the rights and duties of the parties hereto. The parties hereby agree that any suit to enforce any provision of this agreement or arising out of or based upon this agreement or the business relationship between any of the parties hereto shall be brought in the United States District Court for the Northern District of California or the Superior or Municipal Court in and for the County of Sacramento, California. Each party hereby agrees that such courts shall have exclusive in personam jurisdiction and venue of such matters.

Severability: If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances shall be interpreted so as best to reasonably affect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.

Entire Agreement: This Agreement, the exhibits hereto, the documents referenced herein, and the exhibits thereto, constitute the entire understanding and Agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto and thereto. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

Counterparts: This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. This Agreement shall become binding when one or more counter-parts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as signatures.

Finder's Fees: The parties hereto each represent to every other party that such party neither is not, nor will be, obligated for any finder's or broker's fee or commission in connection with the transactions contemplated herein. Each party agrees to indemnify and hold harmless all other parties from any liability for any commission or compensation in the nature of a finder's or broker's fee (and other costs and expenses of defending against such liability or asserted liability), for which such indemnifying party, its employees, agents or representatives is responsible.

Expenses: Except as provided to the contrary herein, each party shall pay all of its own costs and expenses incurred with respect to the negotiation, execution and delivery of this Agreement and the exhibits hereto.

Amendment and Waivers: Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived ( either generally or in particular instance and either retroactively or prospectively ) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof for default in payment of any amount due hereunder or default in the performance hereof shall not be deemed to constitute a waiver of any other default or succeeding breach or default.

No Waiver: The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

Attorneys' Fees: Should suit or arbitration be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover, as an element of the costs of suit or arbitration and not as damages, reasonable attorneys' fees. No sum for attorneys; fees shall be counted in calculating the amount of a judgment for the purposes of determining if a party is entitled to recover costs or attorney's fees.

Notices: Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement, each such communication shall be in writing and shall be effective only if it is delivered by personal service or mailed, United States first class mail, postage prepaid, addressed as per Appendix A.

Binding Upon Successors and Assigns: Subject to, and unless otherwise provided in this Agreement, each and all of the covenants, terms, provisions, and agreements contained herein shall be binding upon, and inure to the benefit of, the permitted successors, executors, heirs, representatives, administrators and assigns of the parties hereto.

Construction of Agreement: This Agreement has been negotiated by the respective parties hereto and their attorneys and the language hereof shall not be construed for or against any party. A reference in the Agreement to any section shall include a reference to every subsection. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of the Agreement which shall be considered as a whole.

No Joint Venture: Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the parties hereto. No party is by virtue of this Agreement authorized as an agent, employee, or legal representative of any other party. No party shall have the power to control the activities and operations of any other, and their status is, and at all times will continue to be, that of independent contractors with respect to each other. No party shall have any power or authority to bind or commit any other. No party shall hold itself out as having any authority or relationship in contravention of the Section.

Further Assurances: Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurances, as may be reasonable requested by any other party, to better evidence and reflect the transactions described herein and contemplate hereby, and to carry into effect the intents and purposes of this Agreement.

Absence of Third Party Beneficiary Rights: No provisions of this Agreement are intended nor shall be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any client, customer, affiliate, shareholder, or partner of any hereto or any other person: unless specifically provided otherwise herein, and, except as so provided, all provisions hereof shall be personal solely between parties to this Agreement.