OneMind Hosting Master Services Agreement
This Hosting Master Services Agreement is between OneMind Services, Inc. ("OneMind Services") and the organization or individual (“Customer”) identified on the signature line or any document incorporating this Agreement by reference.
- Defined Terms : Key terms include:
- Agreement : The collective documents including this Agreement, Service Order Form(s), Service Level Agreement, AUP, and any addendums.
- AUP : OneMind Services’ Acceptable Use Policy, as posted and updated online.
- Business Day : Monday to Friday, 8:00 a.m. – 5:00 p.m. ET, excluding U.S. federal holidays.
- Effective Date : The date Customer accepts the Agreement via signature or by using the Services.
- Service Commencement Date : The date OneMind Services sends access credentials to Customer.
- Service : Hosting and any supplemental services as outlined herein.
- term : The Agreement begins on the Service Commencement Date and renews automatically unless canceled with 30 days’ written notice before renewal.
- Services : Services are subject to credit approval. Supplemental services (e.g., customizations) may be provided at standard hourly rates or mutually agreed terms. Necessary supplemental services tied to AUP violations may be billed without prior approval.
- Payments :
- Fees : Customer agrees to pay service fees stated in the Service Order Form. OneMind Services may adjust fees after 12 months based on CPI, energy costs, or software vendor pricing.
- Payment Terms : Fees are due monthly in advance. Late payments incur a 5% charge and 1.5% monthly interest. OneMind Services may suspend services until all overdue balances (including INR 6461.11 reinstatement fee) are paid.
- Early Termination : If Customer terminates early (without cause), or OneMind Services terminates for breach, all remaining fees through the contract term become immediately due.
- Customer Responsibilities :
- Use appropriate security practices.
- Configure and backup systems properly.
- Comply with laws and AUP.
- Cooperate with investigations of AUP violations.
- AUP Amendments : We may update the AUP at any time. If a material change adversely affects Customer, they may object in writing. If no resolution is reached, Customer may terminate without penalty.
- Suspension of Service : Services may be suspended for:
- AUP violations
- Non-cooperation with investigations
- Threats to our network (e.g., DDoS)
- Law enforcement requests
- Overdue payments
- Warranties : Each party warrants it has authority to enter into the Agreement. Customers confirm accurate information and compliance with U.S. export laws.
- Unauthorized Use : Customer is responsible for unauthorized access unless caused by OneMind Services’ failure to meet obligations.
- Indemnification : Customer will indemnify OneMind Services for third-party claims arising from:
- AUP violations
- Legal disputes over account control
- Intellectual property infringement (reciprocal obligations apply)
- Disclaimer of Warranties : Services are provided 'as is.' We do not guarantee uninterrupted or error-free service. No implied warranties apply.
- Limitation of Damages : Liability is limited to service credits or a refund of the last three months' fees. We’re not liable for indirect, special, or punitive damages. Claims must be made within two years of the event.
- Termination : Customer may terminate if:
- OneMind Services materially breaches and does not cure within 10–30 days
- AUP changes materially harm the Customer
OneMind Services may terminate if:
- Customer is overdue or repeatedly violates the AUP
- Legal risk arises from continuing the service
- Confidentiality : Confidential information must be protected. Each party may only disclose it as needed and under strict confidentiality obligations.
- Software : Customer may not modify, reverse engineer, or redistribute OneMind Services’ software unless permitted by law or open-source licenses.
- Third-Party Products : We offer third-party software 'as is.' Use is subject to third-party terms.
- Notices : Legal notices to OneMind Services should be sent to the address listed on our website. Notices to Customer go to their designated contact.
- Miscellaneous :
- No hiring our staff for 12 months post-contract
- IP developed by us remains our property
- California law governs; disputes are handled in Orange County, California
- Amendments require written agreement unless otherwise specified
- Non-waiver of rights unless explicitly stated
- Contract survives termination for key clauses
- Force majeure events excuse performance
- No third-party beneficiaries
- Relationship is independent, not partnership
- Agreement is complete and supersedes prior discussions
- Not Legal Advice : OneMind Services offers educational content, but it is not legal advice. Please consult legal professionals for compliance matters.
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