Subject to your compliance with all of the terms and conditions of this Agreement, Host shall provide the Services and Support to you during the term of this Agreement in accordance with the commitments made in the Service Level Agreement. In the event of a failure by Host to meet the obligations defined within the SLA, your sole and exclusive remedy and Host’s sole obligation are the issuances of Service Credits as set forth in the Service Level Agreement.
You are solely responsible for the content of any postings, data or transmissions using Services, or any other use of the Services by a User. You agree to fully comply with all of the obligations and restrictions set forth in the Acceptable Use Policy. You agree to comply with all of the terms and conditions of this Agreement, make all payments of Fees when due and comply with any and all laws applicable to your use of the Services. You shall cooperate with Host’s investigation of service outages, security issues or any suspected breach of the terms and conditions of this Agreement.
By using this service you grant host permission and a royalty-free license to list or display applicable trademarked name(s) and logo in Host’s client roster. This license will terminate upon the end of the ‘Term’ as described below. This permission does not extend to any form of advertising or marketing performed by or on behalf of Host.
Your initial invoice will include any Setup Fees and the Recurring Fees from the Service Commencement Date until expiration of the Recurrence Period. Thereafter, Host will invoice you in advance for the Recurring Fees and in arrears for the Non-Recurring Fees at the beginning of each Recurrence Period. The Recurring Fees set forth in the Service Order shall remain fixed during the Initial Term. Upon commencement of any Renewal Term, the Recurring Fees for the Services shall be adjusted to the published fees then in-effect at the date of such renewal.
Payment terms are ‘due on receipt’. You shall be responsible for and shall pay, and shall reimburse Host on request if Host is required to pay, any sales, use, value-added or other tax (excluding any tax that is based on Host’s net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Services. You must notify Host in writing of any disputed Fees within fourteen (14) days of the invoice date for such Fees. If you do not notify Host within such period, you have waived any right to dispute such amounts, either directly or indirectly or as a set-off, or defense in any action or efforts to collect amounts due to Host.
The “Term” will refer to the time period between the Service Commencement Date, and the date your service is terminated. Commonly referred to as “No Contract”, services are offered on a cancel anytime basis.
You may cancel service by calling or Mailing to Us. This will allow you some time to gather your files and transfer your service before the site is removed from our system.
For plans using monthly billing, Host maintains a policy of no refunds. Due to the month-to-month, cancel anytime nature of this agreement Host shall not be compelled to issue a refund, pro-rated or otherwise for any reason. Host reserves the right to issue a refund on a case-by-case basis at Host’s sole discretion.For plans using annual billing, Host maintains a policy of pro-rated refunds for the unused portion at time of cancellation. For example, if you prepay one year to get the 15% discount and cancel at month 6, you will be refunded 6 months worth at the discounted rate you prepaid.
Without limiting Host’s rights to suspend the Services, Host may terminate this Agreement in the event of a material breach by you upon no less than seven (7) days prior written notice and opportunity to cure such material breach. Notwithstanding the foregoing, Host may terminate this Agreement immediately if you violate the Acceptable Use Policy, whether or not you subsequently cure such violation.Expiration of termination of this Agreement shall not relieve your requirement to pay Fees for Services provided prior to the effective date of termination.
Any changes to the Services during the Term of this Agreement will result in a new Service Order and new agreement. Any unused payments under this Agreement shall be credited toward the new agreement.
Host may from time to time conduct routine tests, maintenance, upgrade or repair any part of the network, and Host shall use commercially reasonable efforts to give you prior notice thereof. You acknowledge that there may be instances where it is not practicable for Host to give advance notice of a disruption, for example, in the event of an emergency, and Host shall be entitled to disrupt the Services to conduct restoration and remedial works without prior notice.
Each party will safeguard and keep confidential all Confidential Information of the other and will return the other’s Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement. Each party agrees to safeguard the other’s Confidential Information using measures that are equal to the standard of performance used by the Non-Disclosing to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care.
Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under this Agreement and as otherwise expressly contemplated by this Agreement; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or order) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, any party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information the person compelling disclosure as is, according to such opinion, required, without liability hereund.
Host represents that it shall provide the services in compliance with its service level agreement. Except for this warranty, host and its licensors disclaim any and all other warranties, express or implied relating to the services, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, or arising from a course of dealing, usage or trade practice. Host specifically disclaims any warranty that the operation of the service will be uninterrupted or error free. Further, host makes no representations or warranties whatsoever, and shall have no liability whatsoever, with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the internet, or any intrusion, virus, disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the internet or the servers upon which the services are provided. You are solely responsible for implementing adequate firewall, password and other security measures to protect your systems, data and applications from unwanted intrusion, whether over the internet or by other means.
Except for host’s gross negligence or willful misconduct, host’s and its licensor’s cumulative liability to you and all other parties for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this agreement or the use of the services or any failure or delay in delivering the services shall not exceed the total fees paid by you during the period of three (3) months immediately preceding the date on which the event giving rise to the claim occurred or the pro-rata equivalent if the recurrence period is annual.
Except to the extent set forth in the service level agreement, host shall have no liability should there be any delay in the provision of the service. Host and its licensors shall not be liable for any special, incidental, consequential, exemplary, punitive or other indirect damages, or for lost profits or lost data arising out of the use or inability to use the services or any data supplied therewith or any failure or delay in delivering the services, even if host has been advised of the possibility of such damages. You acknowledge and agree that under no circumstance shall host assume any liability or responsibility to you for suspension of service to the extent permitted by this agreement.
Host shall defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions, losses and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses”) arising out of any threatened or actual claim, suit, action, arbitration or proceeding (collectively, “Claims”) by any third party arising out of or relating to:-
Each of us shall retain all right, title and interest in and to each party’s respective intellectual property rights, including without limitation, all patents, inventions, trademarks, copyrights and trade secrets. Any intellectual property used, developed or otherwise reduced to practice in providing the Services to you shall be the sole and exclusive property of Host and/or its licensors, unless we specifically agree in writing otherwise.You acknowledge and agree that you do not acquire any ownership interest in any of the servers or other hardware used to provide the Services hereunder.
Similarly, we do not acquire any ownership interest in the content or data that you store on the servers or transmit via the Services.You acknowledge and agree that third party software and hardware are used in the provision of Services. Accordingly, you agree to abide by the terms and conditions of any end user licenses or other agreements relating to the use of such hardware or software.You acknowledge and agree that any IP addresses that Host may assign to you in connection with the Services are registered to and owed by Host and upon any expiration or termination of this Agreement, you agree to release and cease using any such IP addresses.
Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, you shall not solicit or hire the services of any employee or subcontractor of Host without the prior written consent of Host.
Force Majeure. Host shall not be deemed to be in breach of this Agreement and shall have no liability hereunder if its obligations are delayed or prevented by any reason of any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, failure of any transportation or communication system, non-performance of any of your agents or your third party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors) or any other cause beyond its reasonable control.
Notice of Claim and Filing of Suit. You must present any claim in writing to Host within a reasonable time , and in no event longer than sixty (60) days after the event for which the claim is presented so as to permit the parties to attempt to resolve the claim. No action may be maintained against Host under this Agreement, unless timely written claim has been given as provided above.
Notices- Except to the extent that notices may be sent by electronic mail as specifically set forth in this Agreement, notices under this Agreement will be sufficient only if
Modification; Authority; Assignment. Without limiting Host’s rights to modify the Acceptable Use Policy or Service Level Agreement as set forth therein, Host may modify any aspect of this Agreement without prior notice. Should you wish to terminate this Agreement as a result of such modification, you are free to do so.You acknowledge that you have the authority to enter into this Agreement on behalf of your company and that you may authorize other individuals to purchase additional services. This Agreement binds any of your authorized users, as well as your heirs, executors, successors, and assigns.This Agreement may not be assigned by you without the prior written consent of Host, which shall not be unreasonably withheld or delayed.Governing Law; Jurisdiction. This Agreement is governed by the laws of New Delhi, excluding its conflicts of laws principles. You hereby submit to the exclusive jurisdiction of the state courts of New Delhi; provided, however, that Host shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce Host’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief
This Agreement, together with the Service Level Agreement, Acceptable Use Policy, any other documents referenced herein and any amendments between the parties, constitutes the entire understanding between Host and You with respect to subject matter hereof. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by Host.