Master Services Agreement
This Master Services Agreement (“Agreement”) sets forth the terms of Your agreement to purchase any Service, including but not limited to Voice Over Internet Protocol Services (“VoIP”), Internet, MSP Services, Cloud, and IT Services, provided by Active Solutions Group Inc. (“ASG”) subject to the prices, quantities, terms and conditions set forth in Your ASG Order Form (“Order” or “Order Form”) and any applicable Rider (“Rider”) and governed by the terms and conditions contained in this Agreement and any applicable riders and attachments. As used herein, (“Customer”), (“You”) and (“Your”) refers to the customer as stated on the Order Form.
Copyright, Trademark, Unauthorized Usage of Equipment, Firmware or Software. The Service, Equipment and all firmware and software used to provide the Service or provided to You in conjunction with providing the Service, or embedded in the Equipment, and all Services, information, documents and materials on ASG website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of ASG are and must remain the exclusive property of ASG and nothing in this Agreement must grant You the right or license to use any of such marks. Notwithstanding the foregoing, You consent to ASG’s use of Your trademark and/or logo for ASG’s purpose of displaying You as a customer or vendor of Company to the public. You acknowledge that You are not given any license to use the firmware or software used to provide the Service or provided to You in conjunction with providing the Service, or embedded in the Equipment, other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) during the term of this Agreement strictly in accordance with the terms and conditions of this Agreement. You expressly agree that the Equipment is exclusively for use in connection with the Service and that ASG will not provide any passwords, codes or other information or assistance that would enable You to use the Equipment for any other purpose. If You decide to use the Service through interface Equipment not provided by ASG, which ASG reserves the right to prohibit in particular cases or generally, You warrant and represent that You possess all required rights, including software and/or firmware licenses, to use such interface Equipment with the Service and You will indemnify and hold harmless ASG against any and all liability arising out of Your use of such interface Equipment with the Service. You must not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.
You agree not to change the electronic serial number or Equipment identifier of the Equipment, or to perform a factory reset of the Equipment without express permission from ASG in each instance, which ASG may deny in its sole discretion. ASG reserves the right to terminate Your Service should You tamper with the Equipment, in which case You must be responsible for: 1) the full charges to the end of the current term, including without limitation unbilled charges; 2) a disconnect fee, and 3) the cost of all tampered Equipment, all of which immediately become due and payable. You agree not to hack or disrupt the service or to make any use of the Service that is inconsistent with its intended purpose or to attempt to do so.
You agree to notify ASG immediately, in writing or by calling the ASG customer support line, if the Equipment is stolen or if You become aware at any time that Your Service is being stolen or fraudulently used. When You call or write, You must provide Your account name and a detailed description of the circumstances of the Equipment theft or fraudulent use of Service. Failure to do so in a timely manner may result in the termination of Your Service and additional charges to You. Until such time as ASG receives proper notice of the theft or fraudulent use, You will be liable for all use of the Service using Equipment stolen from You and any and all fraudulent use of the Service.
Taxes. Fees and Service charges are on the Order Form and do not include applicable taxes and regulatory fees unless so indicated. New services or upgrades/relocations will result in additional fees/charges. If a prior Service location remains installed after a new Service location is installed, You will be responsible for Service charges for both Service locations until terminated as provided for each Service. In the event that ASG is required by a governmental authority to pay any tax on Your behalf, ASG will have the right to be reimbursed by You for such amount upon written demand. You must reimburse ASG within 30 days of written notice that a tax has been paid on Your behalf by ASG.
Term and Termination. ASG may reject any Order Form at its discretion. This Agreement will remain in full force and effect for the term as specified on Your Order Form and all renewal terms, beginning from the date of ASG’s acceptance, and will apply to all future Services You purchase from ASG. At the end of the Initial Term as set forth in Your Order Form, Your Service will automatically renew for successive periods equal in length to the Initial Term, unless this Agreement is properly terminated as set forth herein. You may cancel any Renewal Term by sending written notice to ASG of Your intent to not renew the Service at least sixty (60) days prior to the expiration of the current term (excluding Month-to-Month contracts). Month-to-Month contracts must be cancelled a minimum of 30 days in advance by sending written notice to ASG. In the event that You terminate Service prior to the end of Your Service term or if ASG terminates Your Service for non-payment, in whole or in part prior to the end of Your Service term (except as otherwise permitted in this Agreement), You will be liable for an early termination fee calculated as: One hundred (100%) percent of Your MRC and NRC for the Service multiplied by the remaining months of Your Service term, which is to be paid within thirty (30) days of termination. Notwithstanding the foregoing, in the event of an early termination of Service, You will be responsible for all costs incurred by ASG in processing the Service, and all provisioning-related and/or installation-related costs incurred for the required Equipment and facilities up to the date of termination (including but not limited to any termination/cancellation charges ASG may be required to pay third parties due to the Service termination). In addition, upon early termination, if installation or NRCs were waived, those charges may be charged back to You. The parties agree that the early termination fees for Service stated herein are: 1) reasonable, 2) are a fair estimation of ASG’s potential damages as of the date of the Agreement’s execution, and 3) are not a penalty.
Money Back Guarantee; Limitations and Conditions. (APPLICABLE TO VOICE SERVICES ONLY) ASG offers a 10-day Money Back Guarantee. Under terms of this Money Back Guarantee, You must do all of the following in order to receive a refund: 1) cancel service within the first 10 days after the account activation; 2) must return all Equipment within 7 days after cancellation; 3) all Equipment must be in working order of which ASG reserves the sole right to determine the working order of the Equipment; and 4) all Equipment must have the UPC, Serial Number, or Bar Code intact. ASG refunds the activation fee, first month of service, and shipping charges and waives the disconnect fee, provided all terms are satisfied.
Service Level Agreement. ASG guarantees a percentage of Service availability as specified on Your Order Form. A Service Outage is defined as the complete unavailability or degradation of Services during any unscheduled period of time except that ASG is not responsible for failure to meet performance objectives for any of the following reasons which shall not be deemed a Service Outage (collectively, “Exclusions”): i) Any Service Outage for which Customer may have previously obtained credit or compensation outside the terms of this SLA; ii) Actions, failures to act or delays by Customer or others authorized by or acting on behalf of Customer to use the Services; iii) Failure of power, equipment, services or systems not provided by ASG including, but not limited to, other providers’ networks and interconnections to or from and connectivity with other service providers’ networks; iv) Customer owned or leased equipment or facilities (e.g., Customer’s router or local area network); v) Failure of Customer to afford ASG or its agents access to the premises where access lines associated with the Services are terminated; vi) Election by Customer not to release the Services for testing and/or repair during which time Customer continues to use Services; vii) Maintenance activities (including planned and emergency) as set forth in the SLA; viii) Implementation of a Customer order that requires Services interruption; ix) Failure to report a Service Outage to ASG or reporting of a trouble where no trouble was found; x) Labor difficulties, governmental orders, civil commotion, acts of God, and other circumstances beyond ASG’s reasonable control; and xi) Failure of equipment or systems responsible for network measurements. If Service availability is less than the percentage guaranteed, a credit shall be applied to Your account based upon a proration of the percentage of downtime. Service outages must be reported to ASG during the outage in order to obtain credit. Failure to maintain the Service availability guarantee for four consecutive months shall entitle the customer to cancel service with no termination penalties.
Customer Service and 24-Hour NOC Support. ASG provides normal customer service during regular business hours (9am to 5pm Monday through Friday, excluding calendar holidays) for the purpose of answering standard customer service requests and providing technical assistance. ASG will assist the customer free of charge with up to five service requests per month after which ASG reserves the right to charge professional service fees and/or require that the customer buy additional paid training courses. System failures may be reported 24 hours a day, 7 days a week to ASG Network Operations Center (NOC) via e-mail at [email protected] or via telephone at (313) 278-4522. Trouble diagnosis and repair for problems not due to the fault of Service will be charged at $100 per hour, with a one-hour minimum. Such problems may include local LAN network problems, customer owned Equipment such as routers and firewalls, or Internet Service Provider (ISP) related problems for non-bandwidth services.
Prohibition on Resale and Restrictions on Unlimited Call Plans. If You have subscribed to ASG’s Hosted PBX Business Communications Service, the Service and Equipment are provided to You as a business user. This means that You are not to resell or transfer the Service or Equipment to any other person for any purpose, without express written permission from ASG in advance. You agree that ASG’s “Unlimited” Business Plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, inbound or outbound call centers, telemarketing (including without limitation charitable or political solicitation or polling), fax broadcasting or fax blasting. For the purposes of determining if Your Service is being used for any of the aforementioned activities, ASG may, at its sole discretion, employ a cap of 2,500 pooled minutes for each endpoint (VoIP phone).
Use of Phone Service and Equipment by Customers Outside of United States. ASG does not offer local phone service or 911 emergency services outside the United States. If You use the Equipment in a country other than the United States, You do so at Your sole risk, including the risk that such activity violates local laws and that 911 emergency services are unavailable. You are liable for any and all charges, fees, fines, taxes, regulatory charges or penalties resulting from use of the Service and/or Equipment outside the United States by Yourself or any person making use of the Service or Equipment provided to You and agree to indemnify and hold harmless ASG against any and all liability for any such use. Should the removal from the United States of the Equipment violate any export control law or regulation, You will be solely liable for such violation and agree to indemnify and hold harmless ASG against any and all liability for such violation. ASG does not guarantee that the Service or Equipment will operate overseas.
Emergency 911 Calling.
You acknowledge and understand that ASG liability is limited for any Service outage and/or inability to dial 911 from Your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless ASG, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to You in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, You or any third party or user of Your Service relating to the absence, failure or outage of the Service, including 911 dialing and/or inability of You or any third person or party or user of Your Service to be able to dial 911 or to access emergency service personnel.
You acknowledge that any extensions located outside of registered physical address will initiate a 911 call to the registered physical address. Failure to provide the current and correct physical address and location of Your certified Equipment will result in any 911 communications You may make being routed to the incorrect local emergency service provider. This must be the actual physical street address where You are located, not a post office box, mail drop or similar address. Fees involved emergency service to improper address is solely the responsibility of You.
You acknowledge and understand that 911 dialing does not function if You change Your phone number or (for such newly added or ported numbers) if You add or port new numbers to Your account, unless and until You have successfully registered the new location with ASG by means of a signed letter, and until such later date that such activation has been confirmed to You through a confirming email. Although You may have activated 911 dialing with Your former ASG phone number, You must separately register for 911 dialing for any changed or newly added or ported number.
You acknowledge and understand that 911 dialing does not function properly or at all if You move or otherwise change the physical location of Your certified Equipment to a different street address, unless and until You have successfully registered the new location with ASG by means of a signed letter, and until such later date that such activation has been confirmed. 911 dialing must be re-activated although You may have activated 911 dialing using Your former address, and You must separately activate 911 dialing for any new physical address. Failure to provide the current and correct physical address and location of Your certified Equipment will result in any 911 dialing You may make being routed to the incorrect local emergency service provider.
Due to the technical constraints on the manner in which it is possible to provide the 911 dialing feature for ASG Service at this time, You acknowledge and understand that there is a greater possibility of network congestion and/or reduced speed in the routing of a 911 communication made utilizing Your certified Equipment as compared to traditional 911 dialing over traditional public telephone networks. ASG or its officers or employees, may not be held liable for any claim, damage, or loss, and You hereby waive any and all such claims or causes of action, arising from or relating to 911 dialing unless it is proven that the act or omission proximately causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of ASG.
You acknowledge that ASG does not offer primary line or lifeline services. You should always have an alternative means of accessing traditional E911 services.
Currentness of Software and Operating Systems. Unless stated otherwise in the Order, it is Your responsibility to install and maintain operating systems and c and to ensure that said operating systems and software are current and updated as new releases come out. Furthermore, it is Your responsibility to be informed about the latest software updates and to invest Your own financial and personal resources into the maintenance of software and operating system.
Billing and Collection of Charges. You will be billed by ASG for the Service, on a monthly basis, for the Monthly Recurring Charges (“MRCs”), Non-Recurring Charges (“NRCs”), and Hourly Services, as provided in the applicable Order Form, in advance. Subject to the terms of Your Order Form, ASG reserves the right to adjust Your rates and charges for Hourly Services. All invoices are due and payable by the invoice due date. When billing is based on customer usage or hourly services, charges will be billed weekly or monthly for the preceding billing periods, depending on the type of Service ordered. When Service does not begin on the first day of the month, or end on the last day of the month, the charge for the fraction of the month in which Service was furnished will be calculated on a pro rata basis. Billing by ASG will begin on the date that ASG activates Your Services or at the time of signing, as specified in the Order. Billing accrues through and includes the day that the Service is discontinued. Past due balances, declined credit cards, and checks returned for insufficient funds are subject to a late charge of Five (5%) Percent of the past due amount per month (“Late Fee”). In the event that a Court of competent jurisdiction determines the Late Fee to be usurious, the Late Fee shall be reduced to the maximum fee allowable by law. Accounts that are more than 30 days past due may have Services discontinued for nonpayment. Accounts that have been discontinued for nonpayment are subject to a reconnection fee and all Equipment in the possession of ASG may be held as collateral for Your outstanding debt to ASG. If Your account has been turned over by ASG to an outside agent for collection, You agree to pay ASG a "Processing and Collection Fee” of not less than $50.
Billing Disputes. All payments to ASG are NON-REFUNDABLE. If You dispute a term or amount on an invoice, You must do so in writing within 7 days from the invoice date. Disputes must be sent in writing to Active Solutions Group, Attention: Accounts Receivable Department, 4 Parklane Blvd., Suite 170, Dearborn, Michigan 48126 or via e-mail to [email protected] You must pay an amount equal to the part of the bill that is not in dispute. Payment of the amount of the invoice not in dispute will not be deemed to constitute acceptance of the portion of the invoice that is in dispute. If You report a disputed charge to Your credit card company, and ASG later determines that it is a valid charge, You agree to compensate ASG for all reasonable damages incurred as a result of Your invalid dispute.
Transfers and Assignments. You may not assign or transfer Your rights, passwords, or duties in connection with the Services provided by ASG without the prior written consent of ASG. All transfers of rights or duties herein, without the advanced permission in writing of ASG, shall be void and unenforceable as a matter of law.
Limitation of Liability. ASG SHALL NOT BE LIABLE FOR ANY AND ALL: DIRECT OR INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF INFORMATION KEPT ON A DRIVE OWNED OR MAINTAINED BY ASG, OR LOSS OF USE, EVEN IF CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO CUSTOMER FOR A BREACH OF THESE POLICIES, BREACH OF AN ORDER FORM, OR BREACH OF THE MSA BY ASG. IN THE EVENT OF A BREACH OF AN OBLIGATION BY ASG, CUSTOMER’S DAMAGES SHALL BE LIMITED TO A MAXIMUM OF THE AMOUNT ACTUALLY PAID BY CUSTOMER TO ASG IN THE THREE MONTHS PRECEDING THE BREACH BY ASG, BUT IN NO CASE SHALL CUSTOMER’S DAMAGES EXCEED $1,000. Notwithstanding anything herein to the contrary, You agree to accept the service on an “as-is” non-warrantable basis. ASG expressly disclaims the warranties of merchantability, TITLE, and fitness for a particular purpose regarding the providing of GOODS AND services to You. YOU RECOGNIZE THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND NOT SUBJECT TO ASG’S CONTROL. YOU AGREE THAT ASG 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 INTERNET SERVICE PROVIDERS NOT SUBJECT TO ASG’S CONTROL, OR FOR TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF YOUR INFORMATION CARRIED ON SUCH NETWORKS OR INTERNET SERVICE PROVIDERS. ASG SHALL HAVE NO LIABILITY HEREUNDER FOR DAMAGES INCURRED OR SUMS PAID DUE TO ANY FAULT OF CUSTOMER OR ANY THIRD PARTY, OR BY ANY HARMFUL COMPONENTS (SUCH AS COMPUTER VIRUSES, WORMS, COMPUTER SABOTAGE, AND ‘DENIAL OF SERVICE’ ATTACKS). ASG IS NOT LIABLE FOR ANY BREACH OF SECURITY ON YOUR NETWORK, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. YOU AGREE THAT YOU WILL NOT HOLD ASG RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICES (INCLUDING THOSE WITH WHOM ASG MAY CONTRACT TO OPERATE THE SERVICES), OR HOLD A THIRD PARTY RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, ASG IN CONNECTION WITH THE SERVICES. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT YOU WILL NOT HOLD ASG RESPONSIBLE FOR (A) THIRD PARTY CLAIMS AGAINST CUSTOMER FOR DAMAGES, (B) LOSS OF OR DAMAGE TO CUSTOMER’S RECORDS OR DATA or SOFTWARE MAINTAINED OR STORED BY ASG, OR (C) LOSS OR DAMAGE TO CUSTOMER ASSOCIATED WITH THE INOPERABILITY OF CUSTOMER’S EQUIPMENT OR APPLICATIONS WITH ANY COMPONENT OF THE SERVICES OF THE ASG NETWORK. YOU AGREE TO MAKE ALL CLAIMS RELATED TO THE SERVICES DIRECTLY AGAINST ASG, AND WAIVE ANY RIGHT TO RECOVER DAMAGES (DIRECTLY OR BY INDEMNITY) RELATED TO THE SERVICES BY CLAIMING AGAINST OR THROUGH A THIRD PARTY TO THIS AGREEMENT.
Notices and Communications. You must designate on Your Order Form a mailing address and e-mail address to which ASG may mail or deliver notices and other communications. All notices You send to ASG must be in writing, by registered mail, sent to:
Active Solutions Group Inc.
4 Park Lane Blvd.
Dearborn, MI 48126
Acceptable User Policies. In the event that You utilize the Service in a manner which is illegal, ASG may terminate Service for cause and the parties shall treat such termination as an early termination subject to the early termination fees stated herein. Your Service will be governed by ASG’s Acceptable User Policies, which may be subject to change, as found on http://www.ActiveSolutionsMI.com, and which is incorporated by reference and made a part of this Agreement.
Solicitation. During the term of this Agreement, a renewal term of this agreement, and for a period of two (2) years from the voluntary or involuntary termination of this Agreement, You shall not knowingly solicit, induce, or attempt to induce any past or current customers, clients, prospects, employees, attorney referrals, vendors and any other client, customer or referral contacts of ASG: (a) to cease doing business in whole or in part with or through ASG, or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by ASG. In the event of a breach of this clause, You agree that damages will be difficult to estimate and that ASG shall be entitled to seek injunctive, equitable relief to enforce this Agreement.
Third-Party Services. ASG promotes and advertises services for third-parties (“Merchants”) on http://www.ActiveSolutionsMI.com and in person, from which You may purchase certain goods or services. You understand that ASG does not operate or control the products or services offered by Merchants and that ASG is not responsible for information provided to You by the Merchants. Merchants are responsible for all aspects of order processing, truth in advertising, fulfillment, billing, and customer service relating to the services and offers advertised and sold by Merchants. ASG is not a party to the transactions entered into between You and the Merchant and You agree that ASG will not be liable to You for any contract, promise, obligation, pledge, or other agreement entered into between You and the Merchants unless stated in an agreement signed by ASG.
Dispute Resolution. Mandatory Arbitration. Any dispute or claim between You and ASG arising out of or relating to this Agreement must be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration. The arbitration must take place in Dearborn, Michigan and must be conducted in English. The arbitrator's decision must follow the plain meaning of the relevant documents, and must be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: 1) award relief in excess of what this Agreement provides; or 2) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims must be arbitrated individually and You will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. YOU ACKNOWLEDGE THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.
Governing Law. The Agreement and the relationship between you and ASG must be governed by the laws of the State of Michigan without regard to its conflict of law provisions. To the extent that court action is initiated to enforce an arbitration award or for any other reason consistent with the Dispute Resolution. Mandatory Arbitration paragraph in this Agreement, you and ASG agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Michigan and waive any objection as to venue or inconvenient forum. The failure of ASG to exercise or enforce any right or provision of the Agreement must not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Partial Invalidity. Waiver. Conflict of Terms. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, the remaining provisions will nevertheless remain in full force and effect. One or more waivers of a breach of the terms and conditions of this Agreement shall not constitute a waiver of any future breach thereof. In the event of a conflict between the MSA and a Rider, the Rider shall control. In the event of a conflict between the MSA and an Order, the Order shall control.
Statute of Limitations. You agree that any claim against ASG, whether arising in tort, contract or otherwise, must be brought within SIX (6) MONTHS of the date giving rise to the claim OR BE FOREVER BARRED.
Entire Agreement; Modifications. This Agreement and all documents referenced in this Agreement set forth the entire Agreement and understanding between the parties and merges all prior discussion between them. ASG may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date emailed on to the "Service Announcements Email.” Such changes will become binding on Customer, on the delivery of the email and no further notice by ASG is required. This Agreement as e-mailed supersedes all previously agreed to electronic and written terms of service.
Risk of Loss. At all times, You will bear the risk of any loss, damage or destruction of Your assets, Equipment or property provided or maintained by ASG, from: fire, water damage, theft or other casualty. You will be solely responsible for insuring Your property and filing insurance claims for losses associated therewith. If ASG is aware of loss or casualty to Your property, ASG will immediately notify You, stating the extent of loss or damage incurred and the cause, if known. You shall
Indemnification. You agree to indemnify, defend, and hold ASG harmless, as well as its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, suppliers, and any third- party Web site provider, from and against all claims, demands, actions, liabilities, losses, expenses, damages, judgments and costs, including attorneys' fees, resulting from Your violation of this Agreement, misuse or abuse of the Service, violation of State or Federal law, or infringement thereof by You or Users of Your account. ASG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You must not in any event accept a settlement of any dispute relating to this contract without prior written consent of ASG.
Attorneys’ Fees. If legal proceedings are instituted to enforce any or the terms and conditions of Your Order Form or this Agreement, You agree to pay all costs of ASG in connection therewith, including actual attorneys fees.