Web Hosting Service Agreement
Enterprise Level Web Hosting.
This Agreement is between Uniquely Yours Web Services, a Web Services Company formed under the laws of the State of Maine with its principal office at Presque Isle (“Uniquely Yours”) and the individual or legal entity (“Client”) who completes the online order (“Order”) and it governs Client’s use of Uniquely Yours’ Web Hosting service.
Subject to the terms of this Agreement, and Client’s timely payment of fees, Uniquely Yours agrees to provide the web hosting services described in the Order for the fees stated in the Order.
Current services, billing and Client primary contact details are available on the Client Dashboard provided by Uniquely Yours. Client is responsible for keeping their information up to date.
The initial service term of the Agreement commences when Uniquely Yours generates an e-mail message to Client announcing the activation of the Client’s account (the “Service Commencement Date.”)
The Agreement automatically renews for a term equivalent to the Initial Term unless one party provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the current term.
Fees are payable in advance by credit or debit card. The billing interval is monthly or whole contract term, as indicated on the Order. Uniquely Yours will supply an invoice via email to the Primary Client Contact listed on the Order on or before the 1st day of each billing cycle.
Uniquely Yours may at its discretion suspend the service without notice if payment is not made.
(b) Fee Increases
Uniquely Yours may increase its fees for services by giving notice to Client of the new fees at least forty-five (45) days prior to the beginning of the Renewal Term, and if Client does not give a notice of non-renewal as provided in Section 2 above, the Client is deemed to have accepted the new fee for that Renewal Term.
(d) Early Termination
The fee is payable for the entire Initial or Renewal Term. If Uniquely Yours terminates the Agreement for Client’s breach of the Agreement in accordance with Section 9 (Termination), or Client terminates the service other than in accordance with Section 9 (Termination) for Uniquely Yours’ breach, the unpaid fees for each billing cycle remaining in the Initial or Renewal Term are due on the business day following termination of the Agreement.
Terms of Service/AUP
Uniquely Yours may amend the TOS and AUP from time to time. Amendments are effective on Uniquely Yours’ notice to Client that an amendment has been made.
Client agrees to cooperate with Uniquely Yours’ reasonable investigation of any suspected violation of the TOS and/or AUP.
In the event of a dispute between Uniquely Yours and Client regarding the interpretation of the TOS and/or AUP, Uniquely Yours’ commercially reasonable interpretation of the TOS and/or AUP shall prevail.
If Client is an individual, Client represents and warrants to Uniquely Yours that he or she is at least 18 years of age.
Uniquely Yours may rely on the instructions of the person currently listed as the Primary Client Contact on the client dashboard.
Client agrees to indemnify and hold harmless Uniquely Yours, Uniquely Yours’ affiliates, and each of their respective officers, directors, agents, and employees from and against all third-party claims arising out of or related to the actual or alleged use of Client’s services in violation of applicable law or the AUP by any person using Client’s logon information, regardless of whether such person has been authorized to use the services by Client.
Disclaimer of Warranties
Uniquely Yours does not warrant or represent that the services will be uninterrupted, error-free, or completely secure. to the extent permitted by applicable law.
Limitation of Damages
Neither party shall be liable to the other for any lost profits, or any other loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence arising in connection with the agreement.
The maximum aggregate liability of Uniquely Yours and any of its employees, agents or affiliates will not exceed the amount payable by Client for three months of service.
(a) Suspension of Service
Uniquely Yours may suspend services to Client without notice and without liability if:
(i) Uniquely Yours reasonably believes that the services are being used in violation of the AUP;
(ii) Client fails to cooperate with any reasonable investigation of any suspected violation of the AUP;
(iii) Uniquely Yours reasonably believes that the suspension of service is necessary to protect its network or its other Clients, or
(iv) As requested by law enforcement or regulatory agency
(v) Payment is not made.
The Agreement may be terminated by Client:
i) at any time from the initial order until 14 days thereafter, provided the service has not been used.
ii) prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if Uniquely Yours fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Client’s written notice describing the failure in reasonable detail.
The Agreement may be terminated by Uniquely Yours prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows:
(i) Client materially violates any provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from Uniquely Yours describing the violation in reasonable detail;
(ii) upon one (1) day’s notice if Client’s Service is used in violation of a material term of the AUP more than once, or
(iii) upon one (1) day’s notice if Client violates Section 5 (Client Information) of this Agreement.
Either party may terminate this agreement if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
Requests for Client Information
Client agrees that Uniquely Yours may without notice to Client,
(i) report to the appropriate authorities any conduct by Client or any of Client’s Clients or end-users that Uniquely Yours believes violates applicable law, and
(ii) provide any information that it has about Client or any of its Clients or end-users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action.
Back Up Copy
Client agrees to maintain a current copy of all content hosted by Uniquely Yours notwithstanding any agreement by Uniquely Yours to provide back up services.
Changes to Uniquely Yours’ Network
Upgrades and other changes in Uniquely Yours’ network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Client’s hosted content and/or applications. Uniquely Yours reserves the right to change its network in its commercially reasonable discretion, and Uniquely Yours shall not be liable for any resulting harm to Client.
Notices to Uniquely Yours under the Agreement should be sent to firstname.lastname@example.org. Notices to Client should be sent to the individual(s) listed as the Primary Client Contact(s) on the Client Dashboard. Notices are deemed received on the day transmitted.
Neither party shall be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond their control,
The Agreement shall be governed by the laws of the State of Maine, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trademark without the other party’s prior written consent.
This Agreement may be amended only by a formal written agreement signed by both parties.
A party’s failure or delay or inability to enforce any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement.
The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, and other provisions that by their nature are intended to survive termination of the Agreement.
Client may not transfer the Agreement without Uniquely Yours’ prior written consent. Uniquely Yours may assign the Agreement in whole or in part.
This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces any prior understanding or communication, written or oral.