Purchase Order Terms

NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows.  


This Purchase Order is a supplement to the Terms & Conditions (the “Agreement”) between the undersigned (the “Client”) and Allmoxy, L.L.C., a Utah limited liability company (the “Company”). The definitions of certain of the capitalized terms used in this Purchase Order not expressly defined herein will have the respective meanings set forth in the Agreement.


  1. Term


    1. Initial Term. The term of this Agreement shall commence as of the last date set forth on the signature page to the Purchase Order, (the “Effective Date”) and shall continue in full force and effect for an initial term of [See Purchase Order] (the “Initial Term”), unless earlier terminated as provided herein.


    1. Termination for Breach. Either party may terminate this Agreement without liability if the other party materially breaches any representation, warranty or obligation in the Agreement and the breaching party fails to cure the breach within ten (10) days of receipt of written notice from the non-breaching party describing the breach and citing the specific Agreement provision(s) that have been breached (unless a shorter or longer cure period is provided in the Agreement). In addition to the foregoing, the Company may immediately terminate the Agreement without any advance notice for any or all of the following reasons: (a) breaches or violations of this Agreement or other incorporated agreements and/or guidelines; (b) requests by law enforcement or other government agencies; (c) good faith discontinuance or material modification to the Web Site and/or the Services (or any portion thereof); (d) unexpected technical or security issues caused by negligence or recklessness of the Client; (e) extended periods of inactivity of at least six (6) months; (f) engagement by the Client in fraudulent or illegal activities; and/or (g) creation of multiple user accounts by the Client for the same purpose. 


    1. Termination by the Client for Convenience. Section 12 of the Agreement is hereby superseded and replaced in its entirety with the following:


Client may terminate the Agreement for its convenience prior to the end of the Term, provided that Client gives Company at least ninety (90) days prior written notice of such termination, and pays Company an early termination fee in an amount equal to 75% of the remaining monthly recurring charges for the remainder of the Term. Such amount will be billed to Client in one lump sum in an itemized invoice, and all undisputed amounts will be due and payable thirty (30) days after the date on which such invoice is received. The parties agree that in the event Client terminates the Agreement for its convenience, actual damages would be difficult to determine and that these liquidated damages are a reasonable and fair estimate of the damages which may be caused by such early termination and are not a penalty. 


  1. Fees


    1. Fees. In exchange for rendering the Services, the Client shall pay to Company, the monthly fee [set forth above in this Purchase Order] (the “Fee”).


    1. Terms of Payment. The Client shall pay Company the Fee and any expenses reimbursable hereunder by means of a credit card designated by Company in the Allmoxy portal account settings, on or before the sign up date of each calendar month, the applicable recurring monthly Fee to be incurred by Client for the subsequent calendar month. All amounts payable to Company pursuant to this Agreement that are not paid on or before the date such payments are due shall bear interest at a rate of one percent (1%) per month, unless waived by Company in its sole discretion.  


  1. General


    1. General. Except as modified in this Purchase Order, the Agreement is, and shall remain, in full force and effect. This Purchase Order is an integral part of the Agreement and except as modified herein subject to its terms and conditions. In the event of a conflict between the Agreement, any previously executed purchase order and the terms of this Purchase Order, the terms of this Purchase Order shall prevail.