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| Service Agreement |
Managed Services
Programming & Software
Outsourcing
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This Service Agreement ("Agreement") is a binding agreement between AXEO SYSTEMS L.L.C. ["AXEO", "we", "us", "Licensor", or "Owner"] and you [hereinafter "you", "Customer", "Client", "Licensee", "Subscriber" and/or "Renter"]. You understand and agree that your use of and access to the Internet hosting and related services ("Services") and the network and host computers ("Network") that we, our affiliates and/or subcontractors operate, are conditioned upon your full compliance with the terms of this Agreement.
This Agreement constitutes the entire and
only agreement between AXEO and Customer and supersedes all
prior or contemporaneous agreements, representations, warranties
and understandings with respect to the web site, the content,
AXEO software, third-party software, or
services provided by or through the web site, and the subject
matter of this Agreement. We may modify this Agreement as well as modify Services. Your continued use of the Services after we post the modified Agreement indicates your acceptance of the modified Agreement. Therefore, you are encouraged to review this Agreement on a regular basis, which is located at: http://www.axeo.com/agreement.htm. AXEO reserves the right to change the monthly payment amount and any other charges at anytime. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all Services ordered whether or not such Services are actively used. In addition to any other rights granted to AXEO herein, AXEO may suspend or terminate this Agreement and your access to the Services if your account becomes delinquent (falls into arrears). Contents
Web Site Services Right of Termination If any customer account is involved in a violation of this Agreement, or if we reasonably anticipate such a violation, we reserve the right, at our option, to suspend or terminate use of and access to the Services and Network without notice. The key contributing factors affecting our actions taken on Agreement violations include, but are not limited to, protection of our customers and our resources, provision of quality service to our customers, compliance with applicable law, and the protection of our reputation as a service provider. Re-Establishing an Account Services Agreement, Utilization and Account
Sharing Each customer may only use those Services and portion of the Network which have been authorized for customer's use. If access is protected by a password, customers are not to make this password available to others or use the password(s) of others to gain access to such areas. Account sharing (other than as expressly permitted in the applicable Services Agreement) is strictly prohibited. Accounts which have been transferred to other parties, or which show other activity in violation of this condition, may be terminated without notice. Your Responsibilities (i) Attempting to interfere with or compromise the operation of the Network in whole or part, with any of the equipment comprising the Network, or intercepting, redirecting or interfering with messages or data intended for transfer to other parties; (ii) Accessing without authorization any computers, accounts or networks or attempting to penetrate security measures (a/k/a "hacking"), and any other activity that might be used to attempt to penetrate a system (i.e., stealth scans or other information gathering activity). (iii) Engaging in any activity, hosting or transmitting data or other material that infringes upon or misappropriates intellectual property rights, including, without limitation, copyright, trademark, trade secret, patent, privacy or publicity, moral rights, or other personal or proprietary rights. This also includes deleting or falsifying any author ownership attributions, legal notices or designations of origin in a file that you host or transmit; (iv) Permitting use of the Network in any manner to transmit or store libelous, slanderous or defamatory statements or otherwise statements that constitute false or misleading indications of origin or statements of fact; (v) Permitting use of the Network as a means to threaten, harass, stalk, or otherwise violate the legal rights of others; (vi) Hosting or transmitting, or distributing information regarding the creation and sending of, files that contain a virus, worm, Trojan Horse, pinging, floating, mail bombs or denial of service attacks; (vii) Hosting, publishing, advertising, storing, posting, distributing or disseminating child pornography, obscene or other unlawful material or information; (viii) Sending large volumes of unsolicited e-mails or materials, commercial or otherwise. This risks overloading our Network and has a negative impact on our customers and public image; (ix) Violating any applicable federal, state, municipal, local or foreign laws, rules, or regulations; (x) Advertising, transmitting or otherwise making available any software, program, product, information or service that is designed to violate this Agreement, or otherwise engaging in activities, whether lawful or unlawful, that we determine to be harmful to customers, operations, reputation, goodwill, partners and/or affiliates. Network Integrity and Content No computer system can be completely protected or should be considered 100% safe from intrusion. E-mail and other data transmissions over the Internet may pass through many computer systems, and even with use of encryption such information is only as secure as the encryption method used. We do not generally monitor the activity of accounts except to measure system utilization and accumulated billing records. The views and comments expressed by customers or others hosting or sending data through the Network are solely those of their authors and do not necessarily reflect any review, approval or endorsement by us. Customers acknowledge that we have no control over the individuals using the Internet and that we do not warrant that no one will infringe upon your materials hosted on or distributed through the Network. We are not responsible for the content or tone of any e-mail or other transmissions, and customers and others should not expect that we will attempt to mediate or otherwise become involved in any disagreement or dispute between Internet users. However, we will cooperate with appropriate law enforcement agencies involved in investigating instances. Backups and Data Loss
You may not access the Service (or demo) if you are a direct competitor of AXEO, except with AXEO's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. AXEO's Software is Copyrighted and
Licensed (NOT SOLD). AXEO shall have sole and exclusive
ownership of all right, title, and interest in and to the
Licensed Software and all modifications and enhancements thereof
(including ownership of all trade secrets and copyrights
pertaining thereto), subject only to the rights and privileges
expressly granted to Licensee herein by AXEO (Licensor). Licensee hereby authorizes AXEO to access Licensee’s web server in order to inspect the Licensed Software in any reasonable manner during regular business hours to verify Licensee’s compliance with the terms hereof. The Customer does not have the right to sell or otherwise transfer its copy of the Software or the license without the written consent of AXEO, except in the connection with its merger of the sale of all or substantially all of its assets. In the event of such a merger or sale, the permitted successor must notify AXEO of its succession to Customer's rights and agree in writing to be bound by the terms of this Agreement. Each copy of the Program must be conspicuously labeled or otherwise marked in such a manner that indicated that the material is the property of AXEO and may not be used or copied except for one backup copy. Use of the Software and/or
modifications and enhancements is deemed acceptance. AFTER EXPIRATION OF THE TERM OF A DOMAIN NAME REGISTRATION: Immediately after the expiration of the term of domain name registration services and before deletion of the domain name in the applicable registry's database, you acknowledge that we may direct the domain name to name-servers and IP address(es) designated by us, including, without limitation, to no IP address or to IP address(es) which host a parking page or a commercial search engine that may display advertisements, and you acknowledge that we may either leave your WHOIS information intact or that we may change the contact information in the WHOIS output for the expired domain name so that you are no longer the listed registrant of the expired domain name. Reactivation Period Process. For a period of approximately 30 days after expiration of the term of domain name registration services, you acknowledge that we may provide a procedure by which expired domain name registration services may be renewed. You acknowledge and agree that we may, but are not obligated to, offer this process, called the "reactivation period." You acknowledge that you assume all risks and all consequences if you wait until close to or after the expiration of the original term of domain name registration services to attempt to renew the domain name registration services. You acknowledge that we, for any reason and in our sole discretion, may choose not to offer a reactivation period and that we shall not be liable therefore. You acknowledge that reactivation period renewal processes, if any, may involve additional fees which we and your Primary Service Provider may determine. You acknowledge and agree that we may make expired domain name services(s) available to third parties, that we may auction off the rights to expired domain name services (the auction beginning close to the end or after the end of the reactivation period), and/or that expired domain name registration services may be re-registered to any party at any time. After the reactivation period, you agree that we may either (i) discontinue the domain name registration services at any time thereafter, (ii) that we may pay the registry's registration fee or otherwise provide for the registration services to be continued, or, (iii) if we auctioned the domain name services to a third party, that we may transfer the domain name registration services to such third party. In the case of (i), above, you acknowledge that certain registry administrators may provide procedures by which discontinued domain name registration services may nonetheless be renewed. You acknowledge and agree that we may, but are not obligated to, participate in this process, typically called the "Redemption Grace Period" ("RGP"). You acknowledge that we, for any reason and in our sole discretion, may choose not to participate in the RGP process with respect to any or all of your domain name registration services and that we shall not be liable therefore. If available, RGP typically ends between 30 and 42 days after the end of the reactivation period of the domain name services, as the reactivation period applied to you. The typical RGP fee is $160 plus any registration fees. You agree that we are not obliged to contact you to alert you that the domain name registration services are being discontinued. In the case of (ii), above, you acknowledge that we may then set the name-servers and the DNS settings for the domain name services, that we set the DNS to point to no IP address or to IP address(es) which host parking page(s) or a commercial search engine that may display paid advertisements, and you acknowledge that we may change the contact information in the WHOIS output for the expired domain name so that you are no longer the listed registrant of the expired domain name. You acknowledge that we do not have to pay you any of the proceeds, if any, we may earn as a result. You agree that we are not obliged to contact you to alert you that the domain name registration services are being continued. In this case, the domain name will be designated as being in the extended redemption grace period ("ERGP"), and you will be allowed to assume, during the first 120 days of the then extant registration term, complete management of the domain name services, including the right to control the DNS settings, provided that you pay a fee of $160 (US dollars) plus any registration fees. After the end of the 120-day period, if you do not exercise your rights under this provision, you agree that you have abandoned the domain name services, and relinquish all rights and use of the domain name services. In the case of (iii), above, the third party who won the auction for the domain name services will control the domain name services, including control over the WHOIS information and the DNS settings. You may recover the domain name registration services for a period of up to 42 days after the end of the reactivation period, as such reactivation period applied to you. You agree that we are not obliged to contact you to alert you that the domain name registration services are or were auctioned. You acknowledge that we do not have to pay you any of the proceeds, if any, we may earn as a result of such an auction. To exercise your rights to recover auctioned domain name services, you must contact us and provide us with a certified letter addressed to "Expiration Recovery" and including documents setting forth your identity and address, which identity and address must be the same as that of the registrant as it was listed in the WHOIS information for the domain name services prior to expiration, a copy of a commonly accepted (in the United States) picture ID (such as a drivers license or passport) which supports your identity and address claim, a front and back photocopy of your credit card and you must a statement authorizing payment of the reinstatement fee to such credit card, which is $160 plus any registration fees. In doing so, you must provide us with sufficient time to allow us to receive and evaluate your documents and to contact the auction winner prior to the end of 30 days after the end of the reactivation period of the domain name services. If you are renting a domain name name (a name registered to and by AXEO, the Owner) you (Customer/Renter) will have Exclusive Rights to this Domain Name and that AXEO cannot sell, rent, transfer, or convey the Name to any other person or entity during this or future Rental Periods. The Renter acknowledges that AXEO as the owner of this domain name SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATING TO THE USE, OR THE INABILITY TO USE, THE DOMAIN NAME, OR IN ANY OTHER WAY RELATED TO THE DOMAIN NAME. It will be the sole responsibility of the Renter to check that the services of the name are working correctly. Any new DNS changes will be made within 10 days of notification from Renter. Failure to pay domain service fees or failure of renewing this service/rental agreement within 10 Days of the expiration date will constitute a cancellation of this agreement and continued use of the domain name.
Disclaimer of Warranties Limitation of Liability UNSOLICITED IDEA SUBMISSION POLICY. Arbitration Applicable Law and General Terms Last Date Revised:
November
2008 |