Back to Previous Page VIRTUAL HOSTING CUSTOMER AGREEMENT 1. ORDER ACCEPTANCE, PAYMENT A. All orders are subject to acceptance by ConnectPros.com at its office in Mesa, Arizona. An order will be deemed accepted by ConnectPros.com when ConnectPros.com sends written confirmation of the order to Client. B. Payment and Terms: Payment shall be made to ConnectPros.com into the account designated by ConnectPros.com, or as may otherwise be agreed in writing by the parties. Payments are due upon invoice. If due to bank charges, transfer fees, or the like, ConnectPros.com should receive less than its invoice amount, ConnectPros.com will re-invoice Client for the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by ConnectPros.com within thirty (30) days after activation or renewal, ConnectPros.com may impose a debt service charge amounting to one and one-half percent (1.5%) of the overdue balance (or such lesser amount as may be required by law) for each month or fraction there of the overdue amount remains unpaid. In the event that any amount remains unpaid thirty (30) days after presentation of invoice, ConnectPros.com may withhold or suspend services, and may terminate this agreement pursuant to paragraph 11.C. below. 2. PRICES A. All prices for Plans provided by ConnectPros.com to Client are in US dollars. B. Client shall be responsible for paying all taxes of any nature which become due with regard to ConnectPros.com's services, except for taxes on ConnectPros.com's income, irrespective of which party may be responsible for reporting or collecting such taxes. 3. SERVICES TO BE PROVIDED BY ConnectPros.com A. During the term of this agreement, ConnectPros.com will provide services to Client according to the Plan(s) accepted by Client. "Plan" means one of ConnectPros.com's proposals for offering various services, as listed on line at http://www.connectpros.com/hostingplans/ . The specific Plan(s) for services to be provided to Client shall be established by correspondence between ConnectPros.com and Client. Such Plan(s) shall be deemed incorporated by reference into this agreement. ConnectPros.com and Client shall retain copies of such Plan(s) for future reference. On-line changes made by ConnectPros.com to any Plan shall not change the terms of the Plan(s) accepted by Client, unless such changes do not adversely affect the services provided to Client under the prior Plan(s). B. At Client's request, ConnectPros.com will acquire an Internet Second-Level Domain Name ("SLD"), from the US InterNIC or successor registrar only, on behalf of Client. Such a request by Client and/or Client's acceptance or use of the SLD obtained by ConnectPros.com shall in all cases constitute Client's waiver of any and all claims which it may have, or which may later arise, against ConnectPros.com for any loss, damage, claim or expense arising out of, or related to, the acquisition, registration, and/or use of such SLD. Any costs of ConnectPros.com in obtaining or maintaining a domain name for Client or its customers shall be immediately reimbursed to ConnectPros.com upon invoice from ConnectPros.com to Client. 4. RULES AND REGULATIONS From time to time ConnectPros.com may impose reasonable rules and regulations regarding theuse of its services. Such rules and regulations are currently called Acceptable Use Policies (AUPs) and are posted on the Internet at http://www.wcws.com/webhosting/support/aup.html . Such AUPs are incorporated by reference into this agreement. 5. LIMITED 30-DAY MONEY-BACK GUARANTEE; DISCLAIMERS OF WARRANTY; LIMITATIONS ON ConnectPros.com'S OBLIGATIONS AND LIABILITIES A. ConnectPros.com offers a 30-day money-back guarantee on each Plan. If Client is not completely satisfied with the Plan within the first 30 days, Client may cancel this agreement by notifying ConnectPros.com in writing. In such case Client will receive a full refund of any amounts paid pursuant to this agreement, less any setup fees. Setup fees will be refunded only if (1) Client cancels this agreement prior to account activation, or (2) the domain name requested by Client is not available from InterNIC. B. After the initial 30-day period, services provided by ConnectPros.com to Client shall be deemed accepted for all purposes 30 days after the provision of such services, if no written claim or objection regarding such services has been received by ConnectPros.com within the 30-day period. No claim related to such accepted services may be raised at a later date. C. ConnectPros.com's liability to Client hereunder is limited to the amount paid to and received by ConnectPros.com for services not accepted. ConnectPros.com is proud of its record in providing state-of-the-art, reliable services, and will use its best efforts to maintain performance at the high level to which its customers have become accustomed, but ConnectPros.com MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ConnectPros.com CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA STORED OR TRANSMITED VIA ITS SYSTEM. NEITHER ConnectPros.com NOR ANYONE ELSE INVOLVED IN PROVIDING SERVICES PURSUANT TO THIS AGREEMENT WILL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES OF ANY KIND (DIRECT, CONSEQUENTIAL, SPECIAL, OR ANY OTHER) THAT ARISE OUT OF THE USE OR INABILITY TO USE SUCH SERVICES, whether or not resulting from fault or negligence on ConnectPros.com's part, even if ConnectPros.com has been advised as to the possibility of such damages. Some jurisdictions may prohibit certain disclaimers, so the above disclaimers may not apply. Client's local jurisdiction's laws will apply only to the extent they override this agreement. E. Client will take all necessary measures to preclude ConnectPros.com from being made a party to any lawsuit or claim regarding ConnectPros.com services provided to Client. Client hereby agrees to indemnify and hold harmless ConnectPros.com from any and all such lawsuits or claims. 6. PROPERTY RIGHTS ConnectPros.com owns all right, title and interest in and to ConnectPros.com's trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function,or operation of Plans and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to Client to use ConnectPros.com's trade names or service marks. Any such license must be the subject of a separate written agreement. 7. PRIVACY A. ConnectPros.com will not sell, and will not knowingly disclose, its customer lists or customer email or listserv address lists (although it cannot guarantee that such information will never be found out). ConnectPros.com will cooperate with those attempting to minimize net abuse, and reserves the right to institute "filters" or other mechanisms as part of its efforts to reduce net abuse. B. ConnectPros.com will not monitor or disclose Client's private email messages unless required to do so by court order or law, but ConnectPros.com will cooperate with law enforcement authorities and will notify such authorities if it suspects that Client is engaged in illegal activities. 8. CONFIDENTIALITY Client acknowledges that by reason of its relationship with ConnectPros.com hereunder, it may have access to certain information and materials relating to ConnectPros.com's business plans, customers, software technology, and marketing strategies that is confidential and of substantial value to ConnectPros.com, which value would be impaired if such information were disclosed to third parties. Client agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by ConnectPros.com. Client further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, Client shall not disclose any such confidential information in its possession, and shall return all confidential materials to ConnectPros.com or destroy them, at ConnectPros.com's option. The provisions of this section shall survive the termination of this agreement. Upon any breach or threatened breach of this section, ConnectPros.com shall be entitled to injunctive relief. 9. RELATIONSHIP OF THE PARTIES; NATURE OF AGREEMENT The relationship between ConnectPros.com and Client is that of vendor and vendee. The parties shall not be construed as being joint venturers, franchiser/franchisee, or employer/employee. Even if Client is an individual, this agreement is a commercial agreement entered into for business purposes, not a consumer agreement. Client has no authority, apparent or otherwise, to contract for or on behalf of ConnectPros.com, or in any other way legally bind ConnectPros.com in any fashion, nor shall Client be authorized to make any representations about ConnectPros.com or its services other than to set forth the contents of this agreement, of any Plan(s) contracted for, and of any rules and regulations promulgated by ConnectPros.com from time to time. 10. DISPUTES The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation and with a problem-solving mindset, without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices, and other than the injunctive relief referred to in paragraph 8) shall be subject to binding arbitration upon written demand of either party. Arbitration shall take place in Arizona or at another location if the parties so agree. The arbitration shall take place before an arbitration panel chosen as follows: The parties shall each choose an arbitrator, and the two arbitrators shall choose a third arbitrator and determine the third arbitrator's compensation. Each party shall have one veto over the choice of the third arbitrator. The three arbitrators shall schedule an informal proceeding, hear the arguments, and decide the matter by secret majority vote. Unless the arbitrators decide otherwise, each party shall pay the costs of its own arbitrator, and shall pay half of the other costs of the arbitration proceeding. Each party shall have the right to have the proceedings transcribed. The arbitrators shall not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The majority of arbitrators shall render a written opinion setting forth the basis on which they arrived at the decision regarding each issue submitted to arbitration; the dissenting arbitrator, if any, shall not issue or reveal a dissenting opinion. Regarding each issue submitted to arbitration, the decision shall be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrators may be entered in any court having jurisdiction thereof. Should any legalaction permissible under this agreement be instituted to enforce the terms and conditions of this agreement, in particular the right to collect money due on unpaid invoices, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses incurred at both the trial and appellate levels. 11. TERM, TERMINATION A. Initial term. Unless otherwise terminated as set forth herein, this agreement shall be effective for the term stated in the initial order. B. Automatic renewal. This agreement shall be renewed automatically for subsequent terms of the same length unless, at least twenty (20) days prior to the next renewal date, one party gives notice of non-renewal to the other. If, prior to the renewal date, ConnectPros.com tenders to Client a copy of ConnectPros.com's then-current Client Agreement with notice that renewal is conditioned on Client's agreement thereto, any renewal by customer will be deemed to be an acceptance of the terms contained in such subsequent Client Agreement, rather than a renewal pursuant to the terms contained herein. Upon automatic renewal of this Agreement, the Plan(s) accepted by Client shall be deemed to be the then-current Plan(s) most closely resembling Client's prior accepted Plan(s), provided that such subsequent Plan(s) shall be at least as favorable to Client as any prior Plan(s). C. Termination. This agreement may be terminated in any of the following ways: 1. By ConnectPros.com, (a) upon thirty (30) days' written notice to Client, if in the sole judgment of ConnectPros.com, Client breaches any material and substantial provision of this agreement and has not cured by the end of the 30 days. (b) immediately upon written notice to Client, in the event that 1. Client, in the sole judgment of ConnectPros.com, violates the AUPs, in which case ConnectPros.com may either terminate this agreement, or suspend it pending discussions with Client. 2. Any bank draft or check delivered by Client to ConnectPros.com in payment for Products is returned unpaid and Client fails to remedy such nonpayment within five business days; 3. Client becomes more than sixty (60) days in arrears in payment of its account with ConnectPros.com; 4. There are instituted bankruptcy or insolvency proceedings against Client, which are not vacated within sixty (60) days from the date of filing; 5. Client institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency; 6. Client makes an assignment of all or part of its assets for the benefit of creditors; 7. Client assigns or attempts to assign all or any part of this Agreement without ConnectPros.com's prior written approval; or 8. Client fails to inform ConnectPros.com in writing immediately on the happening of any event specified in this section; 2. By Client, (a) immediately upon giving written notice to ConnectPros.com, if 1. There are instituted bankruptcy or insolvency proceedings against ConnectPros.com, which are not vacated within sixty (60) days from the date of filing; 2. ConnectPros.com institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency; 3. ConnectPros.com makes an assignment of all or part of its assets for the benefit of creditors; or 4. ConnectPros.com fails to inform Client in writing immediately on the happening of any event specified in this section. The provisions of paragraph 6, 8, 10, 13, 14, and 15 survive any termination of this agreement. Should termination occur for any of the reasons set forth in 11.C.1.(a); or in 11.C.1.(b) (1), (2), or (3), Client will be responsible for paying the costs of enforcing any unpaid obligations to ConnectPros.com, including reasonable attorney fees. 12. NONASSIGNABILITY Client's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of ConnectPros.com, which consent shall not be unreasonably refused. ConnectPros.com's rights and obligations under this agreement may be transferred and assigned only if such transfer or assignment does not adversely affect the services provided to Client hereunder. 13. PARTIAL INVALIDITY If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisionsshall nevertheless remain in full force and effect. ConnectPros.com and Client agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision. 14. APPLICABLE LAW, JURISDICTIONAL MATTERS This agreement takes effect when accepted by ConnectPros.com in Arizona. It is to be governed by and construed under the laws of the State of Arizona and the United States of America. The federal and state courts of the State of Arizona shall have exclusive jurisdiction to adjudicate any non-arbitrable dispute arising out of this agreement. Client hereby expressly consents to (1) the jurisdiction of the courts of Arizona and (2) service of process being effective upon it by registered mail sent to the address set forth at the beginning of this document, as may be changed from time to time by written notice actually received by ConnectPros.com. Unless prohibited by the law of Client's jurisdiction, Client waives any requirement that service of process or of any documents be made upon it pursuant to the provisions of the Hague Convention. 15. NOTICES Except with respect to service of process as set forth in paragraph 14, all notices may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained. 16. ENTIRE AGREEMENT; MODIFICATIONS This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. ConnectPros.com may make changes to this agreement upon thirty (30) days' written notice to Client, advising of the change and the effective date thereof. Utilization of ConnectPros.com services by Client and/or its Clients following the effective date of such change shallconstitute acceptance by Client of such change(s). Otherwise,this agreement may not be modified except by the of written consent of both parties. |
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