I. Terms and Conditions

Agreement between User and www.MVSUSA.com

Welcome to www.MVSUSA.com. The www.MVSUSA.com website (the "Site") is comprised of various web pages operated by MVSA USA, Inc. ("MVS"). www.MVSUSA.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of www.MVSUSA.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

www.MVSUSA.com is an E-Commerce Site.

This website provides telecommunications equipment and accessories, it also sells services required to operate this equipment. We might also supply non telecommunication related products and services. In addition, this website offers news and information about the industry and serves as a portal for customer support.

Privacy

Your use of www.MVSUSA.com is subject to MVS's Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.

Electronic Communications

Visiting www.MVSUSA.com or sending emails to MVS constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your Account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that MVS is not responsible for third party access to your account that results from theft or misappropriation of your account. MVS and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Children Under Thirteen

MVS does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.MVSUSA.com only with permission of a parent or guardian.

Cancellation/Refund Policy

All sales are considered final, any returns incur a 15% restocking fee and shipping is not paid by MVS USA. Warranty is based on the manufacturer's terms and conditions; MVS USA does not cover shipping charges related to in or out of warranty repairs. A sale can be cancelled if the item has not yet shipped. Any airtime sale will not be refunded if the SIM card or terminal has been activated. Postpaid subscriptions require a credit check and dedicated contracts. Each postpaid plan has specific terms and conditions regulating suspension, cancellation and activation. Please contact us at sales@mvsusa.com with any questions.

Links to Third Party Sites/Third Party Services

www.MVSUSA.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of MVS and MVS is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. MVS is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MVS of the site or any association with its operators.

Certain services made available via www.MVSUSA.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the www.MVSUSA.com domain, you hereby acknowledge and consent that MVS may share such information and data with any third party with whom MVS has a contractual relationship to provide the requested product, service or functionality on behalf of www.MVSUSA.com users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use www.MVSUSA.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to MVS that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of MVS or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. MVS content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of MVS and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of MVS or our licensors except as expressly authorized by these Terms.

Third Party Accounts

You will be able to connect your MVS account to third party accounts. By connecting your MVS account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.

International Users

The Service is controlled, operated and administered by MVS from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the MVS Content accessed through www.MVSUSA.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless MVS, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. MVS reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MVS in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and MVS agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MVSA USA, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

MVSA USA, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. MVSA USA, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MVSA USA, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MVSA USA, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

MVS reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of New Jersey and you hereby consent to the exclusive jurisdiction and venue of courts in New Jersey in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and MVS as a result of this agreement or use of the Site. MVS's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of MVS's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by MVS with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and MVS with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MVS with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

MVS reserves the right, in its sole discretion, to change the Terms under which www.MVSUSA.com is offered. The most current version of the Terms will supersede all previous versions. MVS encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

MVS welcomes your questions or comments regarding the Terms:

MVSA USA, Inc.
1086 Goffle Road
Hawthorne, New Jersey 07506, USA

Email Address:
info@mvsusa.com

Telephone number:
+1 (201) 447-1505

 

Effective as of August 01, 2018

II. Privacy Policy

Protecting your private information is our priority. This Statement of Privacy applies to www.MVSUSA.com and MVS USA, Inc. and governs data collection and usage. For the purposes of this Privacy Policy, unless otherwise noted, all references to MVS USA, Inc. include www.MVSUSA.com and MVS. The MVS website is a News, Information, customer support and ecommerce site. By using the MVS website, you consent to the data practices described in this statement.

Collection of your Personal Information

In order to better provide you with products and services offered on our Site, MVS may collect personally identifiable information, such as your:

-          First and Last Name

-          Mailing Address

-          E-mail Address

-          Phone Number

-          Company name

 

If you purchase MVS's products and services, we collect billing and credit card information. This information is used to complete the purchase transaction.

Please keep in mind that if you directly disclose personally identifiable information or personally sensitive data through MVS's public message boards, this information may be collected and used by others.

We do not collect any personal information about you unless you voluntarily provide it to us. However, you may be required to provide certain personal information to us when you elect to use certain products or services available on the Site. These may include: (a) registering for an account on our Site; (b) entering a sweepstakes or contest sponsored by us or one of our partners; (c) signing up for special offers from selected third parties; (d) sending us an email message; (e) submitting your credit card or other payment information when ordering and purchasing products and services on our Site. To wit, we will use your information for, but not limited to, communicating with you in relation to services and/or products you have requested from us. We also may gather additional personal or non-personal information in the future.

Use of your Personal Information

MVS collects and uses your personal information to operate its website(s) and deliver the services you have requested.

MVS may also use your personally identifiable information to inform you of other products or services available from MVS and its affiliates.

Sharing Information with Third Parties

MVS does not sell, rent or lease its customer lists to third parties.

MVS may share data with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to MVS, and they are required to maintain the confidentiality of your information.

MVS may disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on MVS or the site; (b) protect and defend the rights or property of MVS; and/or (c) act under exigent circumstances to protect the personal safety of users of MVS, or the public.

Tracking User Behavior

MVS may keep track of the websites and pages our users visit within MVS, in order to determine what MVS services are the most popular. This data is used to deliver customized content and advertising within MVS to customers whose behavior indicates that they are interested in a particular subject area.

Automatically Collected Information

Information about your computer hardware and software may be automatically collected by MVS. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the MVS website.

Use of Cookies

The MVS website may use "cookies" to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.

One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize MVS pages, or register with MVS site or services, a cookie helps MVS to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same MVS website, the information you previously provided can be retrieved, so you can easily use the MVS features that you customized.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the MVS services or websites you visit.

Links

This website contains links to other sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of any other site that collects personally identifiable information.

Security of your Personal Information

MVS secures your personal information from unauthorized access, use, or disclosure. MVS uses the following methods for this purpose:

-          SSL Protocol

When personal information (such as a credit card number) is transmitted to other websites, it is protected through the use of encryption, such as the Secure Sockets Layer (SSL) protocol.

We strive to take appropriate security measures to protect against unauthorized access to or alteration of your personal information. Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, you acknowledge that: (a) there are security and privacy limitations inherent to the Internet which are beyond our control; and (b) security, integrity, and privacy of any and all information and data exchanged between you and us through this Site cannot be guaranteed.

Children Under Thirteen

MVS does not knowingly collect personally identifiable information from children under the age of thirteen. If you are under the age of thirteen, you must ask your parent or guardian for permission to use this website.

Disconnecting your MVS Account from Third Party Websites

You will be able to connect your MVS account to third party accounts. BY CONNECTING YOUR MVS ACCOUNT TO YOUR THIRD PARTY ACCOUNT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS (IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON THOSE THIRD PARTY SITES). IF YOU DO NOT WANT INFORMATION ABOUT YOU, INCLUDING PERSONALLY IDENTIFYING INFORMATION, TO BE SHARED IN THIS MANNER, DO NOT USE THIS FEATURE. You may disconnect your account from a third party account at any time. Users may learn how to disconnect their accounts from third-party websites by visiting their "My Account" page.

E-mail Communications

From time to time, MVS may contact you via email for the purpose of providing announcements, promotional offers, alerts, confirmations, surveys, and/or other general communication. In order to improve our Services, we may receive a notification when you open an email from MVS or click on a link therein.

If you would like to stop receiving marketing or promotional communications via email from MVS, you may opt out of such communications by Customers may unsubscribe from emails clicking on the UNSUBSCRIBE button or contacting us directly..

External Data Storage Sites

We may store your data on servers provided by third party hosting vendors with whom we have contracted.

Changes to this Statement

MVS reserves the right to change this Privacy Policy from time to time. We will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your account, by placing a prominent notice on our site, and/or by updating any privacy information on this page. Your continued use of the Site and/or Services available through this Site after such modifications will constitute your: (a) acknowledgment of the modified Privacy Policy; and (b) agreement to abide and be bound by that Policy.

Contact Information

MVS welcomes your questions or comments regarding this Statement of Privacy. If you believe that MVS has not adhered to this Statement, please contact MVS at:

MVS USA, Inc.

1086 Goffle Road
Hawthorne, New Jersey 07506, USA

Email Address:
info@mvsusa.com

Telephone number:
+1 (201) 447-1505

Effective as of August 01, 2018

 

III. TELECOMMUNICATIONS PRODUCTS AND SERVICE AGREEMENT

 

THIS AGREEMENT (“Agreement”) is entered into by and between MVS USA, Inc., a Nevada company, located at 1086 Goffle Road, Hawthorne, N.J. (USA) and the Customer

WHEREAS, USA is a telecommunication products and services provider and data network operator, which resells certain satellite services utilized to manage telecommunication traffic for its customers;

        WHEREAS, Customer desires to receive telecommunication products and services through USA in accordance with the terms set forth herein; and

        WHEREAS, USA is willing to provide those telecommunication products and services in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:

 

  1. Services
    1. USA agrees to provide to the Customer telecommunication services for purposes of Customer’s own use and/or resale to its customers/subscribers, at the rates, prices and terms set forth in this Agreement.
    2. For the telecommunication services provided hereunder, USA will charge the Customer the quoted rates, as well as any local, state, federal or other governmental taxes, regulatory fees, and any other applicable fees imposed or levied on or with respect to the Services provided pursuant to this Agreement.
    3. Customer agrees to provide all local licensing or operating agreements as required.
    4. All services provided by USA shall be used by Customer solely for lawful purposes.
    5. All rates, services or products are subject to change based on 60 days’ notice to Customer, unless the satellite operator imposes a shorter notification period on its distributors.

 

  1. Payment of charges
    1. Customer will be billed pre-paid or post-paid in accordance with terms supported by its credit status as determined by USA, subject to review from time to time and which can change without notice based on review. All equipment purchases must be pre-paid in advance of shipment.
    2. Standard pre-paid terms are monthly in advance for telecommunication services to be received, plus pro-rata charges, if any, for periods not previously billed, setting forth all charges for the telecommunication services provided during the preceding month (“Invoiced Amount”). Each such invoice shall reflect any credits and/or penalties to which the Customer may be entitled or subject to during that period.
    3. Post-paid terms are net 30 days from invoice date.
    4. Customer may be required to pay a deposit if credit terms are not extended. The deposit will be returned to Customer within sixty (60) days of termination of services provided payment has been received for all Invoiced Amounts.
    5. Customer agrees to notify USA of any disputed items with ten (10) days of invoice receipt.  Notification is not considered valid until USA has acknowledged receipt.
    6. If Customer fails to adhere to its credit terms, overdue amounts shall bear interest at the rate of two percent (2%) per month.
    7. USA reserves the right to terminate any services provided to the Customer pursuant to the terms hereof if the Customer is in default of its credit terms. In the event of termination of service, there shall be a $300.00 fee required to be paid prior to the reactivation of service.
  1. Disruption of Service

In no event shall USA be liable for any failure, interruption of telecommunication service, discontinuation of a product or service or change in the nature of the service or products resulting in part or entirely from circumstances beyond USA’s reasonable control.

  1. Termination
    1. The term of this Agreement shall commence on the date when signed on page 4 by USA, which will be after the Customer has signed. This Agreement shall expire thirty-six (36) calendar months thereafter (the “Initial Term”), and shall be automatically renewed annually thereafter for successive one (1) year terms (the “Renewal Term”) unless either party gives notice of its intention not to renew this Agreement by providing the other party no less than one hundred twenty (120) days’ notice prior to expiration of the Initial Term or any Renewal Term thereafter.
    2. In the event of any upgrades in the services provided to the Customer subsequent to the execution of this Agreement, the Initial Term set forth above shall recommence on the effective date of the upgrades in service and be subject to the automatic renewal as set forth above.
    3. All rates, service or products are subject to change based on sixty (60) days’ notice to Customer and such changes shall not serve as a basis for termination if such changes are a result in whole or in part from circumstances beyond USA’s reasonable control.
  1. Indemnification.
    1. Each party agrees to indemnify and hold the other and its respective members harmless, from and against any and all losses arising out of or resulting from a breach by such party of any material provision of this Agreement.
    2. Promptly after receipt by one party (the “Indemnified Party”) of notice of any action, claim, or proceeding which could give rise to a claim caused by the other (the “Indemnifying Party”), the Indemnified Party shall give written notice to the Indemnifying Party, describing the claim in reasonable detail.
    3. The Indemnifying Party shall have the right, at its option, to settle, compromise or defend, at its own expense, using its own counsel, any claim and the Indemnified Party shall not unreasonably withhold consent to a settlement and shall cooperate reasonably with the Indemnifying Party and its counsel, at the Indemnifying Party’s expense, in defense or settlement of the claim or action.
    4. In any event, the Indemnified Party shall have the right to participate, at its own expense, in the settlement, compromise, or defense of a claim, provided that the Indemnifying Party shall have the right to have its own counsel control the defense of the Indemnified Party and the Indemnified Party shall not settle or compromise the claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.
  1. Assignment:

Customer may not assign this Agreement, or any of its rights and obligations hereunder, without the prior written consent of USA.

  1. Force Majeure:
    1. USA will not be liable to Customer for any damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond its reasonable control (“Force Majeure”). Force Majeure includes fire, riot, civil disturbance, strike, embargo, explosion, earthquake, volcanic action, flood, acts of military authority, acts of God, and acts of the public enemy, acts of terrorism, government requirements and delays, changes in laws or regulations, civil or military authorities, inability to secure raw materials or transportation facilities, and acts or omissions of carriers or suppliers.
    2. This section does not excuse either party’s obligation to pay for services actually received. If a party is prevented from or delayed in performing its obligations as the result of the circumstances contemplated by this section, it shall promptly notify the other party of the details of such circumstances and shall proceed to use its commercially reasonable best efforts to minimize the effects of such circumstances, including, without limitation, whatever steps the party takes to minimize the effects to itself; provided, however, that before undertaking such action for the other party, the party shall consult with the other party about the action to be taken and shall take no action for the other party without the other party’s written consent.
  1. Miscellaneous:
    1. Nothing in this Agreement shall give Customer any ownership or any other interest or right in or to USA’s rights, the agreement USA has with any satellite operator or the MVS.net network.
    2. Customer understands that data provided on the MVS.net network is for informational purposes only and is not intended for use in billing or rebilling and carries no contractual or financial liability.
    3. Any waiver of or failure to insist upon strict compliance with any obligation, covenant, agreement or condition under this Agreement must be in writing. Any waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
    4. This Agreement constitutes the entire Agreement and understanding between the parties pertaining to the provision of the satellite services and/or new satellite services referred to and defined herein and supersedes all prior Agreements, negotiations, understandings and commitments, whether oral or written, in respect thereto. This Agreement may be amended only by written agreement of the parties.
    5. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to the conflicts of laws principles thereof.
    6. All references to money in this Agreement are to U.S. dollars.
    7. The invalidity of any provision or provisions of this Agreement shall not affect any of the other provisions of this Agreement which shall all remain in full force and effect. Any provision otherwise deemed by a court to be invalid as written shall, if permitted under the law, be deemed to be amended, but only to the extent necessary in order to make that provision enforceable, as well.
    8. USA shall review its charges, tariffs, and their structures, packages, minimum call and data durations and volumes, billing increments, subscriptions, etc. on a regular basis to take account of market conditions, network, regulatory and legal requirements, etc. USA shall give Customer not less than thirty (15) days notice in writing of any decrease and sixty (20) days notice in writing of any increase to such charges, etc., except in circumstances where it is impracticable to give such notice, in which case USA shall give as much notice as reasonably practicable, and the charges, etc. as so altered shall apply to all applicable services delivered on and after the applicable date that the notice period expires.
    9. Notice of any rate changes will be sent to Customer either by post or email. Such notice will be deemed to have been validly delivered after five (5) days if sent by post, and upon automatic delivery confirmation if sent by email.
    10. Customer agrees to notify USA of any changes in vessel name or vessel change of ownership. Such notice must be sent to USA in writing and shall be deemed to have been validly given if delivered or mailed  by certified or registered mail or courier, regular post, or email, with confirmation of delivery, addressed as indicated below:

 

MVS USA, Inc.

1086 Goffle Road

Hawthorne, NJ  07506

Attn: Assistant Controller

Phone: 1-201-447-1505 x167

E-mail: HQBilling@mvsusa.com

 

  1. It is the intention of the parties to resolve all disputes, whether based on contract, tort, statute or other legal or equitable theory (including any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of its Agreement), arising out of or related to or under this Agreement, in an amicable and business-like manner through informal discussion between or among themselves.
  2. If such informal discussions relating to any dispute should fail, the Dispute shall be brought solely before the Superior Court of New Jersey, Law Division Passaic County. The fact that a dispute is brought before the Court does not free the parties from their obligations to fulfill their commitments under the Agreement.
  3. Customer agrees to notify USA of any legal action, contract breach, change of ownership, company re-organization, bankruptcy of the company or any of its owners or any ship, or any change that affects the ability of the customer to pay for service. Such notice must be sent to USA in writing and shall be deemed to have been validly given if delivered or mailed by certified or registered mail or courier, with signed confirmation of delivery, addressed as indicated below:

 

MVS USA, Inc.

1086 Goffle Road

Hawthorne, NJ  07506

Attn: Assistant Controller

Phone: 1-201-447-1505 x167