Lexi.com Ltd. Terms and Conditions
This Agreement takes effect on the date Lexi.com Ltd. receives the Quotation signed by Customer.
- In the event Customer terminates this Agreement prior to the expiration of the Minimum Service Period, Customer will pay to Lexi.com Ltd. an amount equal to the number of months’ remaining in the Minimum Service Period times the monthly rate, provided that, if Customer terminates this Agreement because the Customer commits to a higher speed service access with Lexi.com Ltd., the Customer commits to a longer term service with Lexi.com Ltd. or Lexi.com Ltd. is unable to provide the dedicated access service, then the above Minimum Service Period charge does not apply.Following the Minimum Service Period, Customer may terminate this Agreement at any time by giving at least 60 days advance notice in writing. Lexi.com Ltd. may, by giving at least 30 days advance written notice, terminate this Agreement at any time following any material breach of this Agreement by Customer for which an express termination right is not otherwise provided herein.
Upon any termination of this Agreement by Customer of Lexi.com Ltd. pursuant to the terms of this Agreement, Customer shall continue to be obligated to pay to Lexi.com Ltd. any amounts payable by Customer under this Agreement up to and including the effective date of termination or the expiration of the Minimum Service Period, as applicable.
- Lexi.com Ltd. exercises no control whatsoever over the content of the information passing through its host computers and points of presence (“Lexi.com Ltd.’s Network”). Lexi.com Ltd. specifically denies any responsibility for the accuracy or quality of information obtained through Lexi.com Ltd.’s Network or any of its Services.EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 BELOW, Lexi.com Ltd. (a) MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES AND EQUIPMENT IT IS PROVIDING, AND (b) DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Notwithstanding anything to the contrary stated in this Agreement, Customer’s sole remedies for any claims relating to this service or the Lexi.com Ltd. Network are set forth in Section 9 below.
Although Lexi.com Ltd.’s security efforts are consistent with industry practice in North America, complete privacy, confidentiality and security is not yet possible over the Internet. Customer agrees that since the Internet is not a fully secure medium for the communication of information, and since privacy and confidentiality therefore cannot be guaranteed, use of Lexi.com Ltd.’s Network may be accessed by, or disclosed to, other persons. Therefore, Customer agrees that Lexi.com Ltd. shall not be responsible or liable for any damage that Customer or any other person may suffer in connection with communication of private, confidential or sensitive information through Lexi.com Ltd.’s Network.
- Lexi.com Ltd. will invoice Customer for one-time set-up charge, based on an hourly rate See Schedule A. Customer will be billed for any hardware or software purchases, the then current month (prorated) and the first two months of dedicated access service from Lexi.com Ltd. Invoicing for Services, including dedicated access services, shall be quarterly in advance. All relevant telecommunications carrier charges and any additional charges or equipment rental or lease required for the Services are included in the invoiced amounts.All pricing, invoices, and payments shall be in Canadian dollars. Payment is due upon reciept of invoice.
Accounts are in default if payment is not received within 30 days after date of invoice. If any account remains unpaid 60 days after date of invoice, Lexi.com Ltd. May suspend or terminate any Services or terminate this Agreement. Such interruption does not relieve Customer from the obligation to pay the monthly charge. If Customer defaults, Customer agrees to pay Lexi.com Ltd. its reasonable expenses, including solicitor and collection agency fees, incurred in enforcing its rights under this Agreement.
Accounts in default are subject to an interest charge of 1.5% per month (19.56% per annum).
- Lexi.com Ltd. Services are for the exclusive use of Customer and neither this Agreement nor any of Customer’s rights or obligations under this Agreement nor any of the Services may be assigned or otherwise provided by Customer to any other person without Lexi.com Ltd.’s prior written consent.Use of Lexi.com Ltd.’s Network is restricted by Lexi.com Ltd.’s Acceptable Use Policy (“AUP”) (available on the Lexi.net website). Lexi.com Ltd. reserves the right to suspend or terminate any Services or terminate this Agreement for a violation of the AUP effective upon notice to Customer. Customer agrees to indemnify and hold harmless Lexi.com Ltd. from any losses, damages, costs or expenses resulting from any third party claim or allegation (“Claim”) arising out of or relating to use of any of the Services, including any Claim which, if true, would constitute a violation of the AUP.
Customer agrees that although Lexi.com Ltd. has no obligation whatsoever to monitor, review, inspect, screen, audit or otherwise verify content of the information passing through Lexi.com Ltd.’s Network, Lexi.com Ltd. shall have the right to undertake any such activities concerning compliance with the restrictions under this Agreement.
Any access to other networks connected to Lexi.com Ltd.’s Network must comply with the rules appropriate for that other network.
- Once the dedicated access service is operational, Lexi.com Ltd. will furnish contact information to enable Customer to report and resolve service problems.
- All Services are provided subject to pricing and availability of service from Lexi.com Ltd.’s telecommunications carrier. Lexi.com Ltd. reserves the right to 1) cancel based on lack of availability of service from Lexi.com Ltd.’s telecommunications carrier and 2) adjust pricing subject to final determination of Customer location according to the definition of municipal and/or city boundaries.
- Customer will have sole responsibility for obtaining, installing and maintaining all equipment, software and/or communications services necessary for interconnection with Lexi.com Ltd.’s Network or otherwise for use in conjunction with any of the Services. Customer will have sole responsibility for ensuring that such equipment, software and services are compatible with Lexi.com Ltd.’s requirements and that they continue to be compatible with any modifications to any of the Services by Lexi.com Ltd. from time to time.
- Lexi.com Ltd. may, from time to time, modify the charges (including late payment charges) or any other term or condition of this Agreement provided that it gives the Customer at least 30 days advance written notice, provided however that any price increase attributable to telecommunications carrier or other service provider pricing shall be effective immediately upon written notice to customer. Customer agrees that an insert in or a notice on Customer’s Lexi.com Ltd. invoice constitutes a sufficient notice to Customer.Customer agrees to pay the new charges and abide by the new terms and conditions described in such notice, or alternatively, Customer may terminate this Agreement without penalty upon giving written notice to Lexi.com Ltd. prior to the expiration of the 30 day period referred to above.
- The Service Level Agreement (“SLA”) for dedicated access service applies only to Customers agreeing to a Minimum Service Period of at least one quarter and only in respect of dedicated access services provided during such Minimum Service Period. Lexi.com Ltd. reserves the right to amend the SLA from time to time effective upon posting of the revised SLA to the Customer, provided that in the event of any amendment resulting in a material reduction of the SLA’s service levels or credits, Customer may terminate this Agreement without penalty by providing Lexi.com Ltd. written notice of termination during the 30 days following such amendment. The SLA sets forth Customer’s sole remedies for any claim relating to any of the Services or Lexi.com Ltd’s Network, including any failure to meet any guarantee set forth in the SLA. Lexi.com Ltd.’s records and data shall be the basis for all SLA calculations and determinations.Notwithstanding anything to the contrary, the maximum amount of credit in any calendar month under the SLA shall not exceed the Lexi.com Ltd. Dedicated Access Monthly Fee and/or Set-up Charge which, absent the credit, would have been charged for the dedicated access service that month.
The provision of dedicated access service at any particular connection rate does not constitute a guarantee of the end to end throughput or bandwidth available to Customer.
- Lexi.com Ltd. shall not be liable for any delay or failure in performance due to force majeure, which shall include without limitation acts of God, earthquake, labour disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or other occurrences which are beyond Lexi.com Ltd.’s reasonable control.
- Customer may not use Lexi.com Ltd.’s name, trademark, tradenames or other proprietary identifying symbols without the prior written approval of Lexi.com Ltd.. Customer may not assign or transfer any of its rights or obligations under this Agreement without the express, prior written consent of Lexi.com Ltd.; provided, that the Customer may assign or transfer this Agreement to any affiliate of the Customer upon advance written notice to Lexi.com Ltd.
- This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta, and the federal laws of Canada applicable in such province.
- No failure on the part of either party to exercise, and no delay in exercising, any right or remedy under this Agreement shall operate as a waiver of such right or remedy; nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy granted under this Agreement or by law.
- If any term of this Agreement, or the application of such term to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such term to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.
- Le Client et Lexi.com Ltd. ont demandé expressément que la présente entente et tous les documents, annexes et avis connexes soient rédigés en anglais. The Customer and Lexi.com Ltd. have expressly requested that the Agreement and all documents, appendices and notices be drafted in the English language.
- DATA PROTECTION. Customer acknowledges that information regarding Customer, its employees, customers, or any user of the Services or Network (“Users”) provided to or otherwise obtained by Lexi.com Ltd. in connection with this Agreement (“Data”) may be processed (including without limitation incorporation into globally accessible Lexi.com Ltd database(s) of customer information) by Lexi.com Ltd., (i) in connection with processing Customer’s order, and the delivery, installation, support, and maintenance of the Services (including processing by Lexi.com Ltd. Agents). Customer will comply with applicable data protection laws and Lexi.com Ltd. instructions, and maintain adequate security to protect the confidentiality of such Data.