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Terms of Service

This Agreement consists of this page, the Order Form, our Acceptable Use
Policy ("AUP"), the Service Attachments (if any), and any addenda
referenced by the Service Attachments, each of which is incorporated by
this reference.

This Agreement is the complete understanding between the parties
concerning its subject matter and replaces any prior oral or written
communications between them. This document is dynamic - the most recent
version of this document available on our website shall control the parties
relationship. Except for prior obligations of confidentiality and/or
nondisclosure, there are no conditions, understandings, agreements,
representations, or warranties, express or implied, which are not specified
in this Agreement. 

TERM AND TERMINATION

Effective Date and Term

The initial term will begin on the Effective Date.  The period between the
Effective Date, and the date of Termination or Expiration, if any, is the
Term. Unless otherwise specified, the effective term for all services is
one calendar month.

Termination

Unless otherwise specified in a Service Attachment, following the
expiration of a services respective term, the term will automatically
renew for the length of the initial term (Renewal Term) unless cancelled
in writing by either party at any time.

We reserve the right to terminate this Agreement for a violation of our
AUP or any other reason at any time.

Guarantees

In certain cases, this Agreement, or particular Service Attachments may be
terminated by you within a defined period of time for any reason, or no
reason at all (Guarantee).  Any time provisions of this Guarantee begin
to elapse on the Effective Date and are calculated on a calendar day basis.
A Guarantee only applies during the Term and does not apply to any Renewal
Terms.  Non-recurring charges, as defined below, are never subject to the
Guarantee.
PAYMENT

Credit

During the Term and any Renewal Terms, we may periodically review your
credit history.  This review may consist of a review of your payment
history with us, your broader credit history as reported elsewhere, and the
amount of fraud reported to us as originating with your account.  By
entering into this Agreement, you consent to this review, and the
disclosure of your credit history, at our option, to recognized credit
agencies.

Non-recurring Charges

You must pay any non-recurring charges, such as set up fees, as set out on
our web site.  Payment of these non-recurring charges is a pre-requisite to
our obligation to provide services to you.

Recurring Charges

If you provide us with a credit card, we will bill all charges authorized
by this Agreement to that credit card. In addition, we reserve the right to
bill that credit card for past due services regardless of whether we
regularly billed that credit card in the past. If you choose monthly
billing, you are required to keep a valid credit card on file. Should you
choose to remove this credit card, you will be required to choose a billing
cycle for which recurring automatic charges are not required. We reserve
the right to bill you for fees charged to us by our credit card processor,
plus $200 special processing fee, for disputes initiated by you, which are
resolved in our favor.

Automated credit card charges are applied during invoice generation, up to
10 days before the due date. If your card is declined the charge will be
attempted until it clears. Once past the due date your account is considered
past due. If payment is not received within 24 hours, your service or account,
including other active services will be suspended and could be terminated 
without notice.

Unless otherwise set out on an individual Service Attachment, you agree to
pay all charges by the due date indicated on the invoice ("Due Date").
You will pay us interest on payments made following the Due Date at the
rate of 10.5% per month or the maximum rate allowable by law. You may be
assessed a processing fee on late payments, at our sole discretion, if we

incur administrative and/or legal costs associated with your late payment.
Those costs are calculated on an hourly basis, rounded up to the next full
hour, and are based on our current hourly rates. If your check is returned
by your bank, you will be billed any return check fee charged to us plus a
$25 special handling & processing fee. If you do not pay all undisputed
amounts by the Due Date, we reserve the right to disconnect services and
refuse to continue to provide them to you.

Refunds

We have calculated our fees based on the Term.  Accordingly, fees will
only be refunded as is expressly set out in this Agreement.  Regardless of
the Guarantee, Effective Date, Term, or Renewal Term, should you be
required to make advance payment for certain services, or pay certain
service fees, those fees are not refundable should you choose to terminate
the Agreement for any reason.

Charges for Previously Provided Services and Storage of Equipment

We reserve the right to bill you retroactively for any services provided
to you for which we had not previously billed.  We also reserve the right
to bill you retroactively for the costs of the removal and storage of
equipment you have placed in our facility if this Agreement is terminated
and this equipment is not removed by you.  We also reserve the right to
sell your equipment to satisfy your outstanding storage charges.

Bill Disputes

You have up to 25 days (commencing five days after the date of our bill,
or on the date on which your credit card is charged) to initiate a dispute
over charges or to receive credits, if applicable.  In order to dispute
your bill, you must send us a written itemized description of the specific
items you dispute in your bill.  This itemization must be in sufficient
detail for us to identify the items in dispute.  We must receive this
information prior to the date set out above.  You agree to pay by the Due
Date all charges not specifically itemized in your written notice of
dispute.

TAXES

You are responsible for all taxes and fees associated with the services
which we are legally required or permitted to collect from you. These taxes
and fees may include, but are not limited to, any sales, use, transfer,
gross receipts, federal excise, right-of-way, franchise, privilege,
property, occupational and similar taxes and surcharges, regardless of your
physical location.  If these taxes are assessed on us, based on the
services provided to you, and we are required to pay these taxes, they will
be billed to you, in addition to a reasonable special handling & processing
fee. You are not responsible for taxes based on our income.

USE OF SERVICES

You are bound by our AUP, and may only use services provided by us for the
purposes set out in the AUP.  You are responsible for the activities of
your customers and third party users of services provided by us through
you.

Material, Products, Information and Services.

Server Ready

You will provide us with material and data in a condition that is capable
of being deployed by us without any specialized effort on our part.  In
most cases, that requires that the material and data be Server Ready and
that term is used throughout this Agreement to refer to this obligation.

Working Order

All Server Ready material provided to us must be previously validated and
tested.  We have no responsibility, and will make no effort to validate
material and data placed on our servers and network.  In the event that
material provided to us is not Server Ready, we may at any time reject and
delete this material.  You may be offered the opportunity to make rejected
material Server Ready; however, we are under no obligation to allow you to
do so.  Rejection of material for its failure to be Server Ready shall not
constitute a material breach of this Agreement by us.

Knowledge

Use of our services requires that you possess a certain level of
knowledge.  At a minimum, you represent and warrant that you have
sufficient knowledge about administering, designing and operating a web
site, and if engaged in commercial activity, have significant experience in
conducting business on the Internet, and operating the hardware and
software necessary to conduct that business.  Your failure to anticipate
the complexity of operation of the services purchased from us shall not be
a basis for you to terminate this Agreement.

SPCM offers a number of services designed to assist you in the use
and operation of your hardware and software.   These services are provided
at an additional cost, and pursuant to various contract addenda.  We may
terminate this agreement, at our sole and exclusive option, should your
requests for support exceed those typically experienced by us for similarly
situated customers.

MATERIAL, SERVICES AND INFORMATION

Connection Speed

Connection speed represents the maximum speed of a connection and does not
represent guarantees of available end-to-end bandwidth.

Hardware, equipment and software

You are responsible for, and must provide, all telephone, computer,
hardware and software equipment, and services necessary to access our
network.  It is your obligation to determine if the equipment necessary to
connect with our network, and interact with it, is compatible.  We are not
responsible for incompatibility of our equipment and network with yours. 
Such an incompatibility is not grounds for termination of this Agreement by
you, nor shall it constitute a material breach by us.

Reasonable use

We have determined what constitutes reasonable use of our network for the
particular services and products you purchase from us.  These standards are
based on typical customer use of our network, for similar services and
products.  It is your obligation to monitor the use of your services and/or
server(s) to ensure that there are not unusual spikes and peaks in your
bandwidth or disk usage.  We understand that your business often succeeds
beyond your initial expectations, or that you may face, at times,
unexpected or unforeseen traffic levels.  For that reason, we are pleased
to offer you unlimited bandwidth, up to the capacity of the servers
connection (while metering and billing you based on the total traffic per
month).  However, should your use of our network and/or products exceed the
limits described above, you will incur additional charges for that use. 
These charges will apply regardless of whether you initiated the additional
use, or it was caused by a third party. 

Reselling

You are allowed to resell to third-parties, the storage and transfer
services provided by us, under the following conditions:

-   You must provide to third-parties an active link to our current
AUP;
-   Third-parties to whom you provide services, must specifically
disclaim any right to legal recourse against us for services provided by
us, or our suppliers, to you, or to the third-party through you;
-   You take full and unlimited responsibility for the actions of the
third-parties, and agree to cooperate with us unconditionally should we be
made aware that the third-party is acting in a way that violates our AUP,
this Agreement, or the law;
-   You are required to provide all support to the third-parties for any
resold products or services. 

In addition to being a material breach of this Agreement, your failure to
comply with the provisions of this section shall entitle us to full
recourse against you for any damages, losses, or expenses sustained by that
failure.  This remedy shall be in addition to, and not in lieu of, those
provided for in this Agreement and at law, and shall survive termination of
this Agreement.

LICENSES, WARRANTIES, LIMITATION OF WARRANTIES, AND LIMITATION OF
LIABILITY

Licenses and Intellectual Property

License from us to you

We grant to you a non-exclusive, non-transferable, worldwide, royalty free
license to use technology provided by us solely to access and use the
services. This license terminates on the expiration or termination of this
Agreement. Except for the license rights set out above, this license does
not grant any additional rights to you. All right, title and interest in
our technology shall remain with us or our licensors. You are not permitted
to circumvent any devices designed to protect our, or our licensors,
ownership interests in the technology provided to you. In addition, you may
not reverse engineer this technology.

Any license provided to you, is provided with "RESTRICTED RIGHTS"
applicable to private and public licensees. These rights include, but are
not limited to, restrictions on use, duplication, or disclosure by the
United States Government as set forth in this Agreement and as provided in
subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of
the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as
applicable.

Licenses from you to us

We may use information you provide to us to for technical support,
implementation, operation or administration of the services (Operational
Information). Operational Information, as well as aggregate information
gleaned from the operation of our business in general, will be used to
improve, or create new products and services. We shall be the exclusive
owners of the resulting intellectual property. You waive any rights you may
in this intellectual property, and assign all right, title and interest in
it to us and agree to cooperate with us to secure our rights.

You grant to us, and any third parties used by us to provide the services,
a non-exclusive, non-transferable, worldwide, royalty free license to use,
disseminate, transmit and cache content, technology and information
provided by you and, if applicable, End Users, in conjunction with the
services. This license terminates on the expiration or termination of this
Agreement. All right, title and interest in your technology shall remain
with you, your End Users, or your licensors.

Representations and Warranties

Reciprocal

We each warrant to the other that: (i) we have the power, authority and
legal right to enter into this Agreement; and (ii) we have the power,
authority and legal right to perform our obligations under this Agreement
and all incorporated provisions.

Your Representations and Warranty

You represent and warrant to us that: (i) you have the experience and
knowledge necessary to use the services; (ii) you understand and appreciate
the risks inherent to you, your business and your person, that come from
accessing the Internet; (iii) you will provide us with material that may be
implemented by us to provide the services without extra effort on our part;
(iv) you have sufficient knowledge about administering, designing and
operating the functions facilitated by the service to take advantage of the
service; (v) that you understand that you may not be able to access
location based services, such as 911 emergency calls, using the service;
(vi) that in entering into this Agreement, and performing the obligations
set out in it, you will not violate any applicable laws and regulations;
(vii) that you will make back up copies of your data even if you purchase
back up services from us; and/or (viii) that you will pass through the
terms of our Acceptable Use Policy to your customers in your agreements
with them.

You expressly warrant that you own the entire right, title and interest
to, or have an appropriate license to use, all materials provided to us, or
which may be accessed or transmitted using the services. You also warrant
that to the extent you do business with other parties using the services,
that they have the same ownership interests in the materials provided to
you, or accessed via you, that are set out in this paragraph.

Our Representations and Warranty

For each service we provide, we warrant that we will perform in a
competent manner.

Disclaimers and Limitations of Liability

EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS,
REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OR CONDTIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A
COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE
EXTENT ALLOWED BY APPLICABLE LAW.  This disclaimer and exclusion shall
apply even if the express warranty set forth above fails of its essential
purpose.

YOU MAY NOT BE ABLE TO USE LOCATION BASED EMERGENCY PRODUCTS, SUCH AS
911, USING THE PRODUCTS. WE HAVE NO LIABILITY FOR DAMAGES OR INJURIES, OF
ANY TYPE, THAT YOU, EMPLOYEES, AGENTS OR AFFILIATES SUSTAIN BASED ON THE
FACT THAT LOCATION BASED PRODUCTS ARE UNAVAILBLE. YOU AGREE DO INDEMNIFY
AND HOLD US HARMLESS BASED ON THIRD PARTY CLAIMS BASED IN WHOLE OR IN PART
ON THEIR INABILITY TO USE A LOCATION BASED SERVICE.

PRODUCTS AND SERVICES PURCHASED THROUGH US ARE SOLD AS-IS.  TO THE EXTENT
THAT THESE PRODUCTS AND SERVICES HAVE WARRANTIES, YOU AGREE TO LOOK TO THE
MANUFACTURER OR SUPPLIER FOR ALL CLAIMS.  WARRANTIES MADE BY THESE
MANUFACTURERS AND SUPPLIERS MAY NOT BE PASSED THROUGH TO YOU, AND WE
EXPRESSLY DISCLAIM ANY OBLIGATION TO AFFECT SUCH A PASS THROUGH SHOULD ONE
BE POSSIBLE.

IN NO EVENT WILL SPCMS LIABILITY HEREUNDER EXCEED THE AGGREGAGE
FEES ACTUALLY RECEIVED BY SPCM FROM CUSTOMER FOR THE 12 MONTH
PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR
THE PURPOSES OF THIS PARAGRAPH ONLY, THE TERM SPCM SHALL BE
INTERPRETED TO INCLUDE SPCMS EMPLOYEES, AGENTS, OWNERS,
DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES PROVIDING SERVICES TO
CUSTOMER THROUGH SPCM.

YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU
WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE,
HOLD SPCM OR ITS LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR
THIRD PARTY VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE,
OR ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY OTHER
THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN
ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF SPCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS
SPCMS LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless SPCM and its
parent, subsidiary and affiliated companies, and each of their respective
officers, directors, employees, shareholders and agents (each an
"indemnified party" and, collectively, "indemnified parties") from and
against any and all claims, damages, losses, liabilities, suits, actions,
demands, proceedings (whether legal or administrative), and expenses
(including, but not limited to, reasonable attorney's fees) threatened,
asserted, or filed by a third party against any of the indemnified parties
arising out of or relating to (i) your use of our products (ii) any
violation by you of the AUP; (iii) any breach of any of your
representations, warranties or covenants contained in this Agreement; or
(iv) any acts or omissions by you.  The terms of this section shall survive
any termination of this Agreement.  For the purpose of this paragraph only,
the terms used to designate you include you, your customers, visitors to
your website, and users of your products or services, the use of which is
facilitated by us. 

If you fail to comply with any terms of this Agreement, you shall be fully
responsible for the cost of labour and any and all other costs, losses or
legal expenses incurred by us in order to rectify the damage caused by you,
or due to that damage.

OPERATION OF FACILITIES

In order to implement the services, you may be required to provide us with
technical information.  If we do not receive this information in a
commercially reasonable amount of time, and the Agreement is terminated by
us, you will continue to be responsible for all non-recurring charges, and
any recurring charges accrued and/or invoiced up to and until termination.
We may provide you with an IP address, or addresses. We retain ownership of
these IP addresses and may change them at any time. Upon termination of
this Agreement, you will not have the ability to transfer these addresses.

NOTICES

All notices must be sent in one of the following manners (i) by a
recognized express carrier using delivery confirmation; (ii) by registered
mail, return receipt requested; or (iii) by facsimile in which both the
broadcasting machine and receiving machine date stamp each page of a
transmitted document.  Notices shall be deemed effective 2 business days
following the date upon which receipt is indicated.  However, if in the
case of items (i) or (ii) above, should the notices be refused or the date
of receipt be otherwise unavailable, notice will be deemed received 10
business days from actual deposit with the carrier. We reserve the right to
contact you by e-mail regarding issues related to your account and this
contract, other than material breaches and our termination of this
Agreement.  Our e-mail notices are effective 10 minutes after they are sent
by our servers.  Your e-mail communications to us shall not constitute
notice.  All notices will be sent to you at the address set out on your
initial order form.  It is your obligation to ensure that we have correct
information to which to send notices.  All notices to us shall be sent as
follows.

All notices:

SPCM, Inc
8605 Santa Monica Blvd #25273
Los Angeles, California 90069 USA

OPERATION OF OUR FACILITIES

We retain the right to maintain and operate our facilities in such a
manner as will best enable us to conduct our normal business operations.
You may not terminate this Agreement based on changes in this operation
unless such a change materially alters the type of product or service
provided by us. In particular, you are not guaranteed a particular IP or IP
block, shared server allocation, server rack, colocation space, or other
physical location. At times, IP renumbering of server/equipment moves may
be necessary; you agree to cooperate with us in the case of such a
renumbering or move.

GENERAL

Choice of law, jurisdiction and forum

This Agreement shall be governed by the laws of the Commonwealth of
California without regard to its choice of law rules. The parties
specifically disclaim the application of the United Nations Convention for
the International Sale of Goods. Federal courts located in California shall
have sole and exclusive jurisdiction over this Agreement. The parties
expressly agree that jurisdiction is proper in the court set out in this
paragraph.

Force Majure

Other than obligations regarding payments or confidentiality, neither
party shall be in default or otherwise liable for any delay in or failure
to perform under this Agreement if such a delay or failure is caused by an
event beyond its reasonable control.  Events beyond a partys reasonable
control include, but are not limited to, any act of God, any act of a
common enemy, the elements, earthquakes, floods, fires, epidemics,
inability to secure products or services from other persons, entities or
transportation facilities, failures or delay in transportation or
communications, or any act or failure to act by the other party or such
other partys employees, agents or contractors.  Such a delay or failure
shall not constitute a breach of this Agreement.  Lack of funds shall not
constitute a reason beyond a partys reasonable control.

Transfer and Assignment

You may not sell, assign or transfer any of your rights or obligations
under this Agreement without our prior written consent.  We reserve the
right to transfer services we provide to you, or assign this Agreement, at
any time, without your consent or knowledge.

Waiver

Any failure or delay on our part in exercising any of the rights or powers
given to us in this Agreement shall not operate as a waiver of such a right
or power, or affect our right to exercise the same or any other right or
power at a later date.

Severability

Should any paragraph or aspect of this Agreement be determined to be
contrary to law, the remainder of the Agreement shall be interpreted in
such a manner as if the omitted portions had not been included.