TERMS OF SERVICE
The Provider (ChiliHost) agrees to supply the Client with Web Site Hosting as prescribed on Provider's web site located at http://chilihost.com for a mutually agreed upon pricing structure and term. The Client agrees to all technical and billing requirements as set forth on said web site and to abide by the Acceptable Use Policy as amended from time to time and located at www.chilihost.com/acceptable-use-policy.php.
Service Guarantee: ChiliHost guarantees continuous service uptime and superior Client service in its Service Level Agreement (SLA), as amended, located at www.chilihost.nl/service-level-agreement.php. Provider has the right to amend the SLA from time to time, by posting an amended version at www.chilihost.com/service-level-agreement.php. Except as provided for in the SLA, service is provided on an "AS IS" AND "AS AVAILABLE" basis and Provider excludes and Client hereby waives all other representations and warranties, express or implied, arising by operation of law or otherwise, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement and title, as well as any warranties arising from a course of dealing, usage or trade practice, provider does not warrant or guaranty that the service will operate without fault, error or interruption. Provider shall not be liable for any indirect, incidental, special, consequential or punitive damages (including but not limited to, damages for lost profits or lost revenues), whether caused by the acts or omissions of Provider's employees or representatives, culpable negligence, or willful misconduct regardless of whether such party has been informed of the likelihood of such damages as well as any damages of any type resulting from the sue of the products and services or the failure of any of the products and services of Provider. The liability of provider for damages arising out of the furnishing of service or any other matter hereunder, including but not limited to mistakes, omissions, interruptions, delays, tortuous conduct, errors or other defects, representations, use of service or arising out of the failure to furnish service, whether caused by acts of commission or omission, (including Client hardware or software failures or any other damage occurring after the provision of the service) shall be limited to the extension of credit allowances as set forth in the SLA. IN NO EVENT SHALL PROVIDER'S LIABILITY EXCEED THE PAYMENTS MADE BY CLIENT TO PROVIDER IN ANY GIVEN MONTH AND CLIENT UNDERSTANDS THAT THIS PROVISION CONTAINS THE SOLE REMEDY FOR ANY FAILURE OF THE PRODUCTS AND SERVICES PROVIDED BY PROVIDER. THE CLIENT SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE PRODUCTS AND SERVICES OF PROVIDER AND THE PROVIDER SHALL HAVE NO LIABILITY THEREFROM. IN NO EVENT SHALL ANY CLAIM BE MADE AGAINST PROVIDER UNDER THE SLA MORE THAN TWO YEARS AFTER THE DATE OF THE EVENT THAT FORMS THE BASIS OF THE CLAIM.
Client Responsibilities: Client shall be responsible for any and all licenses for any software, scripts or other electronic media installed on Client's server, and shall provide Provider with a copy of same upon demand.
Backups: The Client understands that though Provider may perform regular back-ups of all data stored on behalf of the Client, the Client is responsible for independent backup of data and that Provider shall have no liability to Client in the event all data is lost or destroyed. The Client acknowledges and agrees that in the event restoration of data from backup is necessary, it may take a reasonable time to complete such restoration of data and resume operation of the service.
Payment Terms: The Client agrees to pay all charges incurred each month, together with any additional charges, costs or assessments made by Provider under the terms hereof. Payment is due upon receipt of the invoice. If payment of monthly fees is not posted to the Client's account within 5 days of the due date the Client's service is subject to suspension or termination without notice. Provider shall charge Client a reconnection fee when Client makes full payment to reinstate service. Moreover, the Client understands that in the event, after termination of service, Client still fails to pay all service fees, this agreement grants to Provider a lien against all content and data in Provider's possession to be held, sold or otherwise used at Provider's discretion to satisfy any outstanding balance. In the event Client has an unpaid balance due to Provider thirty days after termination of Client's account, Provider shall have full right and authority to charge Client's balance to Client's credit card(s) on file with Provider. The Client agrees that any unpaid balance due after 30 days shall bear interest at the rate of 1½% per month (or the maximum legal rate, whichever is lower), and that costs of collection, including court costs and reasonable attorney's fees shall be added as principal amounts to such balance.
Confidentiality: The parties agree that all aspects of this Quote including, but not limited to the prices, technical specifications, SLA and AUP as well as all of the business and technical policies and practices of Provider which may be disclosed prior to or during the term of this Agreement, shall be and remain Confidential Information. Client agrees that it shall hold said Confidential Information as confidential and Client shall not disclose to persons or entities other than its employees having a reasonable need to know such Confidential Information, without the prior written consent of the Provider. Client agrees to use the Confidential Information contained in this Agreement and as disclosed by Provider only for the limited purpose of the operation and maintenance of the business relationship between the parties and for no other purpose whatsoever, without the prior written consent of the Provider. In the event Client violates this Confidentiality provision, the parties agree that Provider may obtain an immediate injunction to prevent any further disclosure of the Confidential Information as defined above.
Indemnification: The Client agrees to indemnify and hold harmless the Provider for any liability arising from the use of the service. The Client agrees to indemnify and hold harmless the Provider from any claims and expenses, including attorney's fees, related to their violation of this agreement, all other agreements between the parties, applicable laws or unauthorized use of any software or other content. The Client understands that the Provider will take drastic measures to protect itself from any legal or civil litigation including, but not limited to, removing a Client's web pages or sites from its servers for any reason deemed appropriate by the Provider. Client also understands that Provider will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving Client or Client's web sites.
Assignment: Client may not transfer or assign this Agreement, or any of its rights or obligations hereunder without Provider's prior written consent, which will not be unreasonably withheld. Client shall remain liable for nonpayment by its respective assignee or transferee.
Termination: This Agreement shall be for the term set forth on Page 1 of this Agreement and unless either party notifies the other party in writing at least thirty days prior to the expiration of the Agreement terminating said Agreement, this Agreement shall automatically renew for additional terms unless and until terminated as set forth herein. Client agrees to be bound by the service term as set forth herein. Client has the right to terminate this agreement as set forth in the SLA. In the event that the Client has not complied with any part of this agreement, the Provider reserves the right to alter access to the service, or to terminate the service, without notice to, or authority from the Client, and the Client forfeits any prepaid amounts to Provider. In the event Client terminates this agreement because of any reason other than as set forth in the SLA, Client shall be liable, as a reasonable estimation of damages and not as a penalty, the full charges for one month of service as averaged over the preceding three months.
Force Majeure: Except with respect to accrued payment obligations, neither party shall be liable for any failure of performance due to causes beyond such party's reasonable control, including, but not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, or governmental action, national emergencies, insurrections, riots or wars; unavailability of rights-of-way; or strikes or other labor difficulties not involving Provider however, the affected party shall use commercially reasonable efforts to eliminate such event.
Miscellaneous: This constitutes the full agreement of the parties and cannot be altered or modified unless in writing. Should any one or more provisions of this agreement be found to be invalid, illegal or unenforceable for any reason, such finding shall not affect or invalidate any other provision hereof. The parties agree that this agreement shall be governed by and be interpreted according to the laws of Curacao, Netherlands Antilles and any and all actions regarding or relating to this agreement shall be brought in a court of competent jurisdiction in Curacao, Netherlands Antilles. By signing this Agreement, client hereby agrees to all terms contained in this Agreement as well as those terms contained in the Acceptable Use Policy, Service Level Agreement and the Privacy Policy and any other terms set forth on Provider's website as may be amended and changed from time to time.
ous: This constitutes the full agreement of the parties and cannot be altered or modified unless in writing. Should any one or more provisions of this agreement be found to be invalid, illegal or unenforceable for any reason, such finding shall not affect or invalidate any other provision hereof. The parties agree that this agreement shall be governed by and be interpreted according to the laws of the State of Georgia, USA and any and all actions regarding or relating to this agreement shall be brought in Fulton Superior Court or in the Superior Court of the county where Provider is located in the State of Georgia. By signing this Agreement, client hereby agrees to all terms contained in this Agreement as well as those terms contained in the Acceptable Use Policy, Service Level Agreement and the Privacy Policy as amended from time to time.
