Support

1.1 Customer shall pay SHELL-NETWORKS all fees, monthly fees, usage fees, and setup fees indicated on Sales Order. Customer acknowledges that in consideration of the pricing set forth on the Sales Order, Customer commits to be liable for and pay the fees set forth in the Sales Order for the term indicated.
1.2 All payments shall be made in United States dollars, at SHELL-NETWORKS' address as indicated in this Agreement or at such other address as SHELL-NETWORKS may from time to time indicate by proper notice hereunder. All invoices are due and payable within seven (7) days of SHELL-NETWORKS' date of invoice which shall be emailed seven (7) days prior to Customer payment due date. SHELL-NETWORKS reserves the right to charge any provided credit cards or other means to alleviate any charges incurred by Customer.
1.3 All fees are denominated and to be paid in U.S. Dollars and are exclusive of any applicable taxes. Customer shall pay, indemnify and hold SHELL-NETWORKS harmless from all sales, use, value added or other taxes of any nature, other than taxes on SHELL-NETWORKS' net income, including penalties and interest, and all government permit or license fees assessed upon or with respect to any fees (except to the extent Customer provides SHELL-NETWORKS with a valid tax exemption certificate). If any applicable law requires Customer to withhold amounts from any payments to SHELL-NETWORKS hereunder: (a) Customer shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish SHELL-NETWORKS with tax receipts evidencing the payments of such amounts; and (b) the sum payable by Customer upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, SHELL-NETWORKS receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount SHELL-NETWORKS would have received and retained in the absence of such required deduction or withholding.
1.4 Payments not received after 3 days of the date your account end date closure constitutes a late payment. Accounts unpaid by the 4th day will be assessed a late fee equal to $25.00 (twenty-five dollars).
1.5 In the event Customer does not alleviate all fees, monthly fees, usage fees, and setup fees, indicated on Sales Order, all Customer equipment will be deactivated and denied access until such fees are paid in full to SHELL-NETWORKS. In the event that Customer is unable to make payments to SHELL-NETWORKS within 3 months of equipment deactivation to alleviate all due fees, Customer equipment will become the sole property of SHELL-NETWORKS to assist in alleviating such fees. If equipment is property of SHELL-NETWORKS and fees owed are not alleviated within a period of 3 days after being applied to customer total balance, SHELL-NETWORKS reserves the right to deactivate all provided equipment, cancel customer service without prior notice, and reissue this equipment to an alternate customer.
1.6 In the event Customer issues a reversal of payment for payment rightfully due to SHELL-NETWORKS for service rendered, said Customer will be billed a one-time settlement processing fee of $40.00 (fourty dollars) termed a "Chargeback Fee". This fee is separate and in addition to any payments due to SHELL-NETWORKS which were reversed.
1.7 Customer hereby agrees to the exclusive jurisdiction of the courts of Cyprus for any and all legal matters.
1.8 All payments to SHELL-NETWORKS are deemed nonrefundable.

2.1The term of this Agreement shall commence on the Agreement Execution Date and continue for the duration of the Agreement Duration, at which point, this Agreement will automatically be reinstated. So long as this Agreement remains in effect, it shall be automatically renewed at the original fees for the respective Sales Order for additional periods, unless either party gives written notice otherwise to the other party, not less than seven (7) days prior to the expiration of such Sales Order. This Agreement may be renewed for additional terms upon the mutual written consent of both parties.

3.1 Either party may terminate this Agreement or any Sales Order upon written notice: (a) for any material breach of this Agreement or any Sales Order which the defaulting party fails to cure within seven (7) days following notice by the non-defaulting party of such breach; or (b) upon either parties insolvency or liquidation as a result of which either party ceases to do business. Notwithstanding anything herein to the contrary, SHELL-NETWORKS may terminate this Agreement or any Sales Order without notice immediately for any breach of this Agreement.
3.2 All service cancellation requests must be received at least seven (7) days and not more than 30 days prior to upcoming payment due date by SHELL-NETWORKS via email, phone, fax, or mail. This cancellation request is considered an immediate request for agreement termination and must be accompanied with all proper account information to be valid.

4.1 Each party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with or result in a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound. Each party shall not grant any rights under any future agreement, nor will it permit or suffer any lien, obligation or encumbrances that would prevent it from performing under this Agreement.
4.2 Customer represents and warrants that it will, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all applicable filings, registrations, reports, licenses, permits and authorizations in order for Customer to perform its obligations under this Agreement. SHELL-NETWORKS represents and warrants that it will, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all applicable filings, registrations, reports, licenses, permits and authorizations in order for SHELL-NETWORKS to provide the Services, and to perform its obligations under this Agreement.
4.3 Both parties represent and warrant that they will, at their own expense comply with all laws, regulations and other legal requirements that apply to them with respect to this Agreement, including copyright, privacy and communications decency laws, advise each other of any legislation, rule regulation or other law which is in effect or which may come into effect after the Agreement Execution Date which has a material effect on any provision of this Agreement. Both parties represent and warrant that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement.
4.4 Customer represents and warrants that it will: (a) not utilize (or allow utilization of) the Services in a manner that: (i) is prohibited by any law or regulation or SHELL-NETWORKS policy, or to facilitate the violation of any law or regulation or such policy; or (ii) will disrupt third parties' use or enjoyment of any communications service or outlet; (b) not violate or tamper with the security of any SHELL-NETWORKS computer equipment or program; and (c) have an agreement with each Customer end user sufficient to comply with the terms herein.
4.5 THE REPRESENTATIONS AND WARRANTIES SET FORTH ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY CUSTOMER AND SHELL-NETWORKS. CUSTOMER AND SHELL-NETWORKS MAKE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,WITH RESPECT TO THEIR SERVICES, OR ANY RELATED SERVICES OR SOFTWARE. SHELL-NETWORKS EXPRESSLY DISCLAIMS ANY WARRANTIES:(a) OF DESIGN, MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF INFORMED OF S UCH PURPOSE; OR (b) THAT THE PRODUCTS AND SERVICES, OR ANY RELATED PRODUCTS,SERVICES OR SOFTWARE WILL BE ERROR-FREE, SECURE OR WITHOUT INTERRUPTION.

5.1 CUSTOMER RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS WHICH ARE SEPARATELY OWNED AND THEREFORE ARE NOT SUBJECT TO THE CONTROL OF SHELL-NETWORKS. MALFUNCTION OF, OR CESSATION OF INTERNET SERVICES BY, ISPs OR OF ANY OF THE NETWORKS WHICH FORM THE INTERNET MAY MAKE RESOURCES CUSTOMER WISHES TO USE TEMPORARILY OR PERMANENTLY UNAVAILABLE. CUSTOMER AGREES THAT SHELL-NETWORKS SHALL NOT BE LIABLE FOR DAMAGES INCURRED OR SUMS PAID WHEN THE SERVICES ARE TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO MALFUNCTION OF, OR CESSATION OF INTERNET SERVICES BY, NETWORK (S) OR ISPs NOT SUBJECT TO CONTROL OF SHELL-NETWORKS, OR DUE TO ANY ACCIDENT OR ABUSE BY CUSTOMER. SHELL-NETWORKS IS NOT LIABLE FOR ANY BREACH OF SECURITY ON THE CUSTOMER'S ACCOUNT.
5.2 SHELL-NETWORKS SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM: (A) THE DELIVERY, INSTALLATION, MAINTENANCE, OPERATION OR USE OF AN ACCOUNT, OR SERVICE; (B) ANY ACT OR OMISSION OF CUSTOMER, OR ITS END-USERS OR AGENTS, OR ANY OTHER ENTITY FURNISHING SERVICES TO CUSTOMER; OR (C) ANY PERSONAL OR PROPERTY DAMAGES DUE TO THE LOSS OF STORED, TRANSMITTED OR RECORDED DATA RESULTING FROM THE SERVICE OR THE EQUIPMENT, EVEN IF SHELL-NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SHELL-NETWORKS' LIABILITY FOR DIRECT DAMAGES BE GREATER THAN THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER.
5.3 IN NO EVENT SHALL SHELL-NETWORKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES WHETHER OR NOT FORESEEABLE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE LOSS OF DATA, GOODWILL OR PROFITS, SAVINGS OR REVENUE, HARM TO BUSINESS, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY CAUSE WHATSOEVER, OR ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH LIABILITY.

6.1 Usage will be metered based on "95th Percentile Usage Metering". "95th Percentile Usage Metering", henceforth referred to simply as "95th", is defined as follows. Usage will be metered every 5 minutes for a sample reading of Customer's current average inbound and outbound transfer over said respective 5 minute period. The top 5% of each directional throughput will then be discarded at the end of the month. The next highest average reading in each directional throughput, termed 95th, will be recorded and the highest of the to figures selected as customer's total usage for the month. That usage will then be translated to gigabytes transferred for that month. If usage exceeds customer's purchased allotment of bandwidth, customer will be billed at a rate of $0.50/gigabyte non-fractioned.

7.1 Customer acknowledges that Customer has read and understands, and agrees to comply with, all applicable provisions of, SHELL-NETWORKS' then current Acceptable Use Policy found at http://www.shell-networks.com/support/tos.html. SHELL-NETWORKS reserves the right to amend the Policy from time to time, effective upon posting of the revised Policy or other notice to Customer. SHELL-NETWORKS agrees to provide a "hard copy" of said policy upon Customer's written request. Violation of this Section by Customer or its Customer's End Users may be deemed by SHELL-NETWORKS to be a material breach of this Agreement by Customer and SHELL-NETWORKS may, in its sole discretion, immediately suspend, disable or terminate the Service upon notice to Customer for a violation of the Policy. SHELL-NETWORKS, or other relevant authorities, may in their sole discretion determine that Customer has inappropriately or incorrectly used the Service.
7.2 Customer expressly agrees that SHELL-NETWORKS shall not be liable to Customer for any action SHELL-NETWORKS takes to remove or restrict access to obscene, indecent or offensive content made available by Customer, nor for any action taken to restrict access to material made available in violation of any law, regulation or rights of a third party, including but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy.
7.3 Customer agrees to indemnify, defend and hold SHELL-NETWORKS and its officers, directors, employees, agents, affiliates and suppliers harmless from and against any claims, actions, demands, losses and damages, including attorney's fees, relating to any violation of this Agreement by Customer, its End Users, or other users of its account, or the placement or transmission of any message, information, software or other materials on the Internet by Customer or End Users of Customer's account. This indemnification shall survive the termination of the Agreement.

8.1 SHELL-NETWORKS offers a 99.9% network guarantee. At no time does SHELL-NETWORKS guarantee, however, that remote networks will remain accessible. This network guarantee is the guarantee on behalf of SHELL-NETWORKS that all network equipment operated by SHELL-NETWORKS remains in full operation, providing at the minimum, local network access.
8.2 If at any time, this SLA is not met, SHELL-NETWORKS will refund customer based on the following equation: (Total Refund) = 2 x ((99.9% - (Current Uptime % less than 99.9%)) x (Customer MRC)) where (Total Refund) cannot exceed Customer's total MRC. Downtime is defined as an unplanned period in which all network access is restricted in any form, excluding acts of malice or sabotage intended to hinder network availability. Refundable downtime constitutes all unscheduled downtime. Scheduled downtime does not apply.
8.3 At no time does SHELL-NETWORKS guarantee the uptime of customer premises hardware, whether provided directly by customer, purchased from SHELL-NETWORKS, or provided by SHELL-NETWORKS for temporary or permanent usage.
8.4 At no time does SHELL-NETWORKS guarantee that network traffic will utilize any specific network path. The path selected will be at the sole discretion of SHELL-NETWORKS.

9.1 This Acceptable Use Policy designates the actions, events, proceedings, measures, procedures, and dealings prohibited by SHELL-NETWORKS, henceforth referred to as SHELL-NETWORKS, to users of the SHELL-NETWORKS Network. SHELL-NETWORKS reserves the right to amend, delete, or otherwise modify the Acceptable Use Policy at any time, effective upon posting of the modified Acceptable Use Policy to http://www.shell-networks.com/support/tos.html
9.2 The SHELL-NETWORKS Network may be used only for lawful purposes in conjunction with local, regional, and federal laws. Transmission, broadcast, allocation, distribution or storage of any material in violation of any applicable law, regulation, decree, or act is strictly prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, abusive, or defamatory, constitutes an illegal threat, or violates any laws, regulations, decrees, or acts.
9.3 Violation, infringement, breach, or abuse of system or network security is prohibited, and may result in criminal and civil liability. SHELL-NETWORKS will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
- Unauthorized access to systems, networks, or data without express authorization of the owner of the system, network, or data.
- Unauthorized scanning or probing of remote systems or networks.
- Testing the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system, network.
- Unauthorized monitoring of data or traffic on any network or system.
- Interfering with service to any user, host or network through means including without limitation, denial of service attacks, mail bombing, flooding, or other deliberate attempts to overload the remote user, host, or network.
- Manipulating the TCP-IP packet header in order to forge the header information intended for malicious, unlawful, or otherwise immoral purposes.
9.4 Sending or distribution of unsolicited electronic mail messages (defined in 9.5) or usenet, collectively defined as spam, including, without limitation, advertising or announcements is explicitly prohibited. A user shall not use a remote site's electronic mail server to relay mail without the express permission of the remote site.
9.5 All bulk email sent to recipients who have not expressly registered permission for their addresses to be placed on the mailing list, and which requires recipients to opt-out to stop further unsolicited bulk mailings, is by definition Unsolicited Bulk Email. The sending of Unsolicited Bulk Email is illegal in most of Europe and is against the SHELL-NETWORKS Terms of Service.
9.6 SHELL-NETWORKS requires that all bulk electronic mail message targets be registered using the double opt-in method. Upon primary opt-in, the respective email recipient should receive confirmation regarding his or her opt-in. Once a return email has been received by the originator of the email confirming the email address and the willingness of the receiver to receive bulk e-mail, the double opt-in process is complete.

INDIRECT, ATTEMPTED, AND ACTUAL VIOLATIONS OF THE POLICY BY CUSTOMER, A THIRD PARTY ON BEHALF OF A SHELL-NETWORKS CUSTOMER OR A CUSTOMER'S END USER, SHALL BE CONSIDERED VIOLATIONS OF THE POLICY BY SUCH CUSTOMER OR END USER. THROUGH VIOLATION OF THIS ACCEPTABLE USE POLICY, CUSTOMER COMES IN VIOLATION OF CUSTOMER SERVICE AGREEMENT AND CAN BE DEALT WITH IN ACCORDANCE TO THE GUIDELINES SET FORTH IN THE CUSTOMER SERVICE AGREEMENT.

All abuse reports should be sent to abuse@shell-networks.com.