A: “Services” means proposals for offering various services to be provided by Professional Internet, as listed on this website.
B: “Customer” means an end user who is utilizing services provided by Professional Internet.
A: Customer shall be responsible for paying all taxes of any nature which become due with regard to the Professional Internet services, except for taxes on Professional Internet’s income, irrespective of which party may be responsible for reporting or collecting such taxes.
3) Order acceptance, Payment
A: All orders are subject to acceptance by Professional Internet. An order will be deemed accepted by Professional Internet when written confirmation of the orders is sent to Customer. Professional Internet may refuse to accept any order, or delay acceptance pending fulfillment of conditions Professional Internet may choose to impose. Such refusal or such conditions may not be unreasonable, however, and Professional Internet agrees to provide Customer with reasonable notice via Email of any intent to delay or decline the acceptance of any order.
B: Payment and Terms: Payments are due upon account activation and future renewal. Accounts will automatically renew for an additional term unless cancelled prior to renewal date. Customer hereby waives all rights to institute a chargeback of any credit card charges used to pay for services provided by Professional Internet. Should Customer file a dispute of any credit card charges in an attempt to recover funds paid to Professional Internet, a Dispute Documentation Fee of $100.00 will be charged to the Customer’s credit card if the dispute is decided in the favour of Professional Internet by the credit card issuer. Should payment in full of any invoice not be received by Professional Internet within five (5) days, Professional Internet may impose a late fee amounting to seven percent (7%) of the unpaid balance for each month or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid fifteen (15) days after presentation of invoice, Professional Internet may discontinue, withhold, or suspend services to Customer and/or its Customer(s) to whom such unpaid amounts relate. If an account is suspended due to non payment, a reactivation charge of $35.00 will be charged upon payment of the overdue amount and the account will reactivated.
4) DUTIES OF Professional Internet:
Professional Internet will acquire, on request, an Internet Domain Name (only for .CA .COM .NET .ORG .BIZ or .INFO top level domains) on behalf of the Customer. In such case the Customer hereby must waive in writing prior to acquisition of said domain name, any and all claims which it may have against Professional Internet for any loss, damage, claim or expense arising out of, or in relation to, the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of services by Professional Internet for any reason.
5) Rules And Regulations
Professional Internet may impose reasonable rules and regulations regarding the use of its services from time to time. Customer shall impose such rules and regulations on its Customers and users to the extent necessary to ensure compliance.
Customer may not:
- restrict or inhibit any other user from using and enjoying the Internet;
- post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, provincial, national or international law;
- post on webspace provided any sexually explicit materials or materials that may be offensive.
- post or transmit any information or software which contains a virus, cancelbot, trojan horse, worm or other harmful component;
- post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Service for commercial purposes (other than as expressly permitted by the provider of such information, software or other material);
- upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Service which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or rightholder;
- upload, post, publish, transmit, reproduce, transmit or distribute in any way any component of the Service itself or derivative works with respect thereto;
- send unsolicited advertising or promotional materials without adherence the CASL requirements (See section titled “MESSAGING”);
- violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that deemed threatening or obscene, or engage in any kind or illegal activity.
Customer agrees to limit their use of Professional Internet’s electronic (email) services, to the following restrictions:
Unsolicited Commercial Email
Customer agrees that they will not send unsolicited commercial email using Professional Internet accounts or to advertise any site hosted by Professional Internet. All email communications must follow CASL (Canadian Anti Spam Legislation) regulations.
Unauthorized Use of Relay Servers
Customer agrees that any unauthorized use of any email server located throughout the Internet for the purposes of relaying or distributing messages is prohibited.
Customer agrees that the purposeful distribution of any email message where the return address, originator’s address, or any other identifiable aspect of the message has been purposefully altered, is prohibited. Customer or any user given access by Customer may not purposefully misrepresent the origination information of any email messages sent while using the Professional Internet service.
Customer agrees to be held responsible for the distribution of fraudulent materials.
VIOLATION OF ANY OF THESE TERMS WILL RESULT IN IMMEDIATE TERMINATION OF SERVICES. FURTHERMORE, VIOLATION OF ANY OF THESE TERMS, RELATING TO THE TERMS DESCRIBED WITHIN THIS “MESSAGING” SECTION OF THIS DOCUMENT, WILL RESULT IN THE IMMEDIATE PENALTY OF $200 PER VIOLATION. EACH ADDRESS THAT UNSOLICITED COMMERCIAL EMAIL IS SENT TO IS CONSIDERED A SEPARATE VIOLATION. PROFESSIONAL INTERNET RESERVES THE RIGHT TO CHARGE USER’S CREDIT CARD, IF ON FILE FOR USE IN PAYMENT OF PROFESSIONAL INTERNET SERVICES, A ONE-TIME FEE OF $200 PER VIOLATION OF THESE TERMS. IN THE EVENT USER PRE-PAYS FOR THEIR PROFESSIONAL INTERNET SERVICE VIA CASH, CHECK, OR MEANS OTHER THAN CREDIT CARD, PROFESSIONAL INTERNET RESERVES THE RIGHT TO INVOICE AND HOLD USER RESPONSIBLE FOR THE ONE-TIME FEE OF $200 PER VIOLATION OF THESE TERMS. USER ALSO AGREES TO THE IMMEDIATE TERMINATION OF PROFESSIONAL INTERNET SERVICES FOR VIOLATION OF ANY OF THESE TERMS.
6) LIMITATION OF PROFESSIONAL INTERNET’S OBLIGATIONS AND LIABILITY
A: Professional Internet will utilize its best efforts to maintain acceptable performance of services contracted for services, but Professional Internet makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose. Professional Internet cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via the Internet. Professional Internet will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on its system. Professional Internet shall not be liable to Customer or any of its Customers for any claims or damages which may be suffered by Customer or its Customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access the Internet, or inability to transmit or receive information, caused by ,or resulting from, delays, nondeliveries, or service interruptions whether or not caused by the fault or negligence of Professional Internet.
B: Professional Internet may discontinue servicing any plan, or may require fulfillment of conditions Professional Internet may choose to impose as a perquisite for continuing to service any plan. Sending unsolicited e-mail using machines provided by Professional Internet, forging email headers, or having unsolicited e-mail sent to advertise web pages hosted at Professional Internet (even if messages are sent via other e-mail providers) are unacceptable and may result in immediate termination of all services, including Customer’s web site and all associated email accounts. Advertising, Marketing, or selling software products for the purpose of spamming (even if not engaged in spamming yourself) are reasons for discontinuation of service. Professional Internet agrees to provide Customer with notice via email of any such intent to discontinue service or impose conditions.
C: Service provided by Professional Internet to a Customer shall be deemed accepted for all purposes thirty days from activation or renewal for such services, if no written claim or objection regarding such services has been received by Professional Internet within the (30)day period. No claim related to such accepted services shall be raised.
D: Professional Internet’s liability to Customer, and any end user of any plan or other Professional Internet services is limited to the amount paid to and received by Professional Internet for services not accepted. In no event shall Professional Internet be liable to Customer, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Professional Internet has been advised of the possibility of such damage.
E: Customer will take all necessary measures to preclude Professional Internet from being made a party to any lawsuit or claim regarding Professional Internet services provided to any Customer or end user. Customer hereby agrees to indemnify and hold harmless Professional Internet from any and all claims of whatever nature brought by any of Customer’s Customers against Professional Internet in excess of the remedy set forth in paragraph 6 (D).
7) PROPERTY RIGHTS
Professional Internet owns all right, title and interest in Professional Internet’s trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of plans and the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to Customer to use Professional Internet’s trade names or service marks.
Customer acknowledges that by reason of its relationship with Professional Internet hereunder, it may have access to certain information and materials to Professional Internet’s business, plans, Customers, software technology, and marketing strategies that is confidential and of substantial value to Professional Internet, which value would be impaired if such information were disclosed to third parties. Customer agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by Professional Internet. Customer further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement there shall be no use or disclosure by the Customer of any such confidential information in its possession, and all confidential materials shall be returned to Professional Internet or destroyed. The provisions of this section shall survive the termination of the agreement for any reason.
Upon any breach or threatened breach of this section, Professional Internet shall be entitled to injunctive relief, which relief shall not be contested by Customer.
9) RELATIONSHIP OF THE PARTIES
The relationship between Professional Internet and Customer is that of vendor and vendee. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement.
Customer has no authority, apparent or otherwise, to contract for or on behalf of Professional Internet, or in any way legally bind Professional Internet in any fashion, nor shall Customer be authorized to make any representations about Professional Internet or its services other than to set forth Professional Internet’s responsibilities as outlined in this agreement.
The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 10 shall be subject to arbitration upon written demand of either party. Arbitration shall take place in St. Albert, Alberta, or at another location if the parties so agree. The arbitration shall take place before an arbitration panel chosen as follows: The parties shall each choose an arbitrator, and the two arbitrators shall choose a third arbitrator and determine the third arbitrator’s compensation. Each party shall have one veto over the choice of the third arbitrator. The three arbitrators shall schedule an informal proceeding, hear the arguments, and decide the matter by secret majority vote. Unless the arbitrators decide otherwise, each party shall pay the costs of its own arbitrator, and shall pay half of the other costs of the arbitration proceedings transcribed. The arbitrators shall not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The majority of arbitrators shall render a written opinion setting forth the basis on which they arrived at the decision regarding each issue submitted to arbitration; the dissenting arbitrator, if any, shall not issue a dissenting opinion. Regarding each issue submitted to arbitration, the decision shall be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgement upon the award, if any, rendered by the arbitrators may be entered in any court having jurisdiction thereof.
Should any legal action permissible under this agreement be instituted to enforce the terms and conditions of this agreement, in particular the right to collect money due on unpaid invoices, the prevailing party shall be entitled to recover reasonable attorney’s fees and expenses incurred at both the trial and appellate levels.
11) TERM, TERMINATION:
This agreement shall run in accordance with the term of the initial order. The account will be automatically renewed on a regular basis in accordance with the term of the initial order or subsequent change to that term unless terminated in one of the following ways:
A: By Customer, by cancelling services through the customer portal at https://www.proi.net. If cancellation is not received prior to renewal, this agreement will automatically be renewed. No refunds are given for partial terms, even if Customer ceases to use Services.
B: By Professional Internet, immediately upon written notice by email, if Customer breaches any material and substantial provision of this agreement.
C: By Professional Internet, immediately upon giving written notice to Customer, in the Event that
1) Any bank draft or check delivered by Customer to Professional Internet in payment for products is returned unpaid and Customer fails to remedy such nonpayment within five (5) business days. A $35.00 fee will be charged to Customer for returned checks.
2) Customer becomes more than thirty (30) days in arrears in payment of its account with Professional Internet;
3) There are instituted bankruptcy or insolvency proceedings against Customer, which are not vacated within sixty (60) days from the date of filing;
4) Customer institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency; or
5) Customer makes an assignment of all or part of its assets for the benefit of creditors.
D: By Professional Internet immediately, if Customer attempts to assign all or any part of this Agreement without Professional Internet’s prior written approval;
E: By Professional Internet immediately, if Customer fails to inform Professional Internet in writing immediately on the happening of any event specified in this section;
F: By Professional Internet immediately, if Customer violates any of the Rules and Regulations in section (5) above;
G: By Customer, immediately upon giving written notice to Professional Internet, if
1) There are instituted bankruptcy or insolvency proceedings against Professional Internet, which are not vacated within sixty (60) days from the date of filing;
2) Professional Internet institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency;
3) Professional Internet makes an assignment of all or part of its assets for the benefit of creditors.
The provisions of this paragraph survive any termination of this agreement.
Customer’s rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Professional Internet which consent shall not be unreasonably refused.
13) PARTIAL INVALIDITY
If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Professional Internet and Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provisions.
14) APPLICABLE LAW, JURISDICTIONAL MATTERS
This agreement takes place when accepted by Professional Internet in Alberta, Canada. It is to be governed by and constructed under the laws of the Province of Alberta. The Courts of Alberta shall have exclusive jurisdiction to adjudicate any non-arbitrable dispute arising out of this agreement. Customer hereby expressly consents to 1)the jurisdiction of the courts of Alberta, Canada and 2)service of process being effective on it by email sent to the email address most recently provided. To the extent permissible by the law of Customer’s jurisdiction, Customer waives any requirement that service of process or of any documents be made upon it pursuant to the provisions of the Hague Convention.
Except with respect to cancellation notices and services of process as set forth in paragraph (11) all notices may be sent by e-mail, fax, or postal mail to the email address, fax number, or address most recently provided and will be effective upon transmission shall be retained.
16) ENTIRE AGREEMENT; MODIFICATIONS
This agreement sets forth the entire agreement and understanding between the parties. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement except as may be expressly stated in this Agreement. Professional Internet may make changes to this agreement by publishing it on this website.